##### 



Re:
    
    BROOKSHIRETMRAW MATERIALS (U.S.) TRUSTPLACEMENT AGREEMENT
  Managing Owner Trust Act Trust Trustee   Trust Agreement
 Fund Units
 CFTC CE Act NFA
 Subscriber Subscribers Agreement Offering




---



##### 



SEC
 Placement Agent Additional Selling
Agent Exhibit A Additional Selling Agent Agreement Selling
Agents
  Representations and Warranties of the Managing Owner
 Registration Statement Prospectus 1933 Act NASD
 provided however
 Stop Order
 -2-




---



##### 



Trust
Certificate
     -3-




---



##### 



-4-




---



##### 



Contract
       -5-




---



##### 



Representations and Warrants of the Placement Agent
     Exchange Act
   -6-




---



##### 



Offering and Sale of Units
   e.g
   -7-




---



##### 



Fees and Expenses
 Section 4(d) Subscription Fee
 -8-




---



##### 



provided Section 4(d)
    -9-




---



##### 



Covenants of the Managing Owner, the Trust and each Fund
      -10-




---



##### 



Covenants of the Placement Agent
 Section 11(a)
     -11-




---



##### 



Bankruptcy or Insolvency
Action
  Compliance with NASD Rules and General Laws
  -12-




---



##### 



-13-




---



##### 



AML Laws, Regulations and Policies
  Conditions of Placement Agents Obligations
      -14-




---



##### 



Indemnification and Contribution
 Losses Principals and Affiliates Section 9(a)
 Section 14 Documents Section 9(a) Section 9(b)
 Indemnification Procedure Section 9 Indemnified Party Section 9 Indemnifying Party
 -15-




---



##### 



Third Party Action Direct Action Claim Notice provided
 provided however provided provided further
 Section 19
 -16-




---



##### 



Section 9
  Section 9 Section
9
 Representations and Agreements to Survive Delivery Section 12
 Effectiveness of Agreement; Term and Termination
 Effective Date Section 11 Section 12
  -17-




---



##### 



provided
 Survival Sections 3(c) 4 6(b) 6(c) 6(g) 6(h) 6(i) 9 20
 Limitation of Limited Owner Liability
 Subordination of Certain Claims and Rights Consent Contracting Fund Contracting Fund Assets Claims
 Subordinated Claims provided however bona fide
 -18-




---



##### 



pari passu bona fide
 Section 14
 Section 14
  Section 14
 Section 14
 Notices st Section 15
 Binding Agreement Section
9
 -19-




---



##### 



Invalidity
 Governing Law
 Consent to Jurisdiction
 Fund Disclaimer
 Assignment
 Integration
 Counterparts
 Captions
 -20-




---



##### 



BROOKSHIRE RAW MATERIALS (U.S.) TRUST
    
    
    
    BROOKSHIRE RAW MATERIALS MANAGEMENT, LLCBy:
    
    Brookshire Raw Materials Management, LLC
    
    
    
    By:
    
    /s/  John M. MarshallManaging Owner
    
    
    
    
    
    Name: John M. MarshallTitle:   Chief Executive Officer and ManagerBy:
    
    /s/  John M. MarshallName: John M. MarshallTitle:   Chief Executive Officer and Manager
  OAKBROOK INVESTMENT BROKERS, INC.By:
    
    /s/ Robert G. StevensName: Robert G. StevensTitle:   President




---



##### 



EXHIBIT A
 FORM OF ADDITIONAL SELLING AGENT AGREEMENT




---



##### 



Re:
    
    BROOKSHIRETM RAW MATERIALS (U.S.) TRUSTPLACEMENT AGREEMENT
  Managing Owner Trust Act Trust Trustee Trust Agreement
 Fund Units
 CFTC CE Act NFA
 Subscriber Subscribers Agreement Offering




---



##### 



SEC
 Placement Agent Additional Selling
Agent Exhibit A Additional Selling Agent Agreement Selling
Agents
  Representations and Warranties of the Managing Owner
 Registration Statement Prospectus 1933 Act NASD
 provided however
 Stop Order
 -2-




---



##### 



Trust
Certificate
     -3-




---



##### 



-4-




---



##### 



Contract
       -5-




---



##### 



Representations and Warrants of the Placement Agent
     Exchange Act
   -6-




---



##### 



Offering and Sale of Units
   e.g
   -7-




---



##### 



Fees and Expenses
 Section 4(d) Subscription Fee
 -8-




---



##### 



provided Section 4(d)
    -9-




---



##### 



Covenants of the Managing Owner, the Trust and each Fund
      -10-




---



##### 



Covenants of the Placement Agent
 Section 11(a)
     -11-




---



##### 



Bankruptcy or Insolvency
Action
  Compliance with NASD Rules and General Laws
  -12-




---



##### 



-13-




---



##### 



AML Laws, Regulations and Policies
  Conditions of Placement Agents Obligations
      -14-




---



##### 



Indemnification and Contribution
 Losses Principals and Affiliates Section 9(a)
 Section 14 Documents Section 9(a) Section 9(b)
 Indemnification Procedure Section 9 Indemnified Party Section 9 Indemnifying Party
 -15-




---



##### 



Third Party Action Direct Action Claim Notice provided
 provided however provided provided further
 Section 19
 -16-




---



##### 



Section 9
  Section 9 Section
9
 Representations and Agreements to Survive Delivery Section 12
 Effectiveness of Agreement; Term and Termination
 Effective Date Section 11 Section 12
  -17-




---



##### 



provided
 Survival Sections 3(c) 4 6(b) 6(c) 6(g) 6(h) 6(i) 9 20
 Limitation of Limited Owner Liability
 Subordination of Certain Claims and Rights Consent Contracting Fund Contracting Fund Assets Claims
 Subordinated Claims provided however bona fide
 -18-




---



##### 



pari passu bona fide
 Section 14
 Section 14
  Section 14
 Section 14
 Notices st Section 15
 Binding Agreement Section
9
 -19-




---



##### 



Invalidity
 Governing Law
 Consent to Jurisdiction
 Fund Disclaimer
 Assignment
 Integration
 Counterparts
 Captions
 -20-




---



##### 



BROOKSHIRE RAW MATERIALS (U.S.)TRUST
    
    
    
    BROOKSHIRE RAW MATERIALS MANAGEMENT, LLCBy:
    
    Brookshire Raw Materials Management, LLC
    
    
    
    By:
    
    /s/ John M. MarshallManaging Owner
    
    
    
    
    
    Name:
    
    John M. MarshallTitle:
    
    Chief Executive Officer and ManagerBy:
    
    /s/ John M. MarshallName:
    
    John M. MarshallTitle:
    
    Chief Executive Officer
and Manager
 Accepted and agreed as of the date first written above:
OAKBROOK INVESTMENT BROKERS, INC.By:
    /s/ Robert G. StevensName:
    Robert G. StevensTitle:
    President




---



##### 



EXHIBIT A
 FORM OF ADDITIONAL SELLING AGENT AGREEMENT




---



##### 



Attention: 
 Re:   BROOKSHIRETMRAW MATERIALS (U.S.) TRUSTSELLING AGENT AGREEMENT
  Managing Owner Trust Act Trust Trustee   Trust Agreement
 Fund Units
 CFTC CE Act NFA
 Subscriber Subscribers Agreement Offering




---



##### 



SEC
 Placement
Agent   Placement Agent Agreement  Selling Agent  Agreement
  Representations and Warranties of the Managing Owner
 Registration Statement Prospectus 1933 Act NASD
 provided however
 Stop Order
 -2-




---



##### 



Trust
Certificate
     -3-




---



##### 



Contract
 -4-




---



##### 



-5-




---



##### 



Representations and Warrants of the Selling Agent
  
   Exchange Act
   -6-




---



##### 



Offering and Sale of Units
   e.g
   -7-




---



##### 



Fees and Expenses
 Section 4(d) Subscription Fee Annex A
 -8-




---



##### 



provided Section 4(d)
    Covenants of the Managing Owner, the Trust and each Fund
   -9-




---



##### 



-10-




---



##### 



Covenants of the Selling Agent
 Section 11(a)
      -11-




---



##### 



Bankruptcy or Insolvency
Action
  Compliance with NASD Rules and General Laws
   -12-




---



##### 



AML Laws, Regulations and Policies
 -13-




---



##### 



Conditions of Selling Agents Obligations
     Indemnification and Contribution
 Losses Principals and Affiliates Section 9(a)
 -14-




---



##### 



Section 14 Documents Section 9(a) Section 9(b)
 Indemnification Procedure Section 9 Indemnified Party Section 9 Indemnifying Party
 Third Party Action Direct Action Claim Notice provided
 provided however
 -15-




---



##### 



provided provided further
 Section 19
   Section 9
  -16-




---



##### 



Section 9 Section 9
 Representations and Agreements to Survive Delivery Section 12
 Effectiveness of Agreement; Term and Termination
 Effective Date Section 11 Section 12
  provided
 -17-




---



##### 



Survival Sections 3(c) 4 6(b) 6(c) 6(g) 6(h) 6(i) 9 20
 Limitation of Limited Owner Liability
 Subordination of Certain Claims and Rights Consent Contracting Fund Contracting Fund Assets Claims
 Subordinated Claims provided however pari passu bona fide
 Section 14
 Section 14
  -18-




---



##### 



Section 14
 Section 14
 Notices      Section
15
 Binding Agreement Section
9
 Invalidity
 Governing Law
 Consent to Jurisdiction
 -19-




---



##### 



Fund Disclaimer
 Assignment
 Integration
 Counterparts
 Captions
  -20-




---



##### 



BROOKSHIRE RAW MATERIALS (U.S.) TRUST
    
    
    
    BROOKSHIRE RAW MATERIALS MANAGEMENT, LLCBy:
    
    Brookshire Raw Materials
    
    
    
    By:Management, LLC Managing Owner
    
    
    
    
    
    Name:Title:By:Name:Title:
  []
    
    
    
    OAKBROOK INVESTMENT BROKERS, INC.By:
    
    
    
    
    
    
    
    By:Name:
    
    
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    
    
    Title:




---



##### 



Annex A
 Allocation of Subscription Fee Between Placement Agent and Selling Agent