##### Table of Contents



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
  (Exact Name of Registrant as specified in its Charter)
 Delaware
    
    26-1080463(State of Organization)
    
    (IRS Employer Identification No.)
 
 None
  
 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 þIndicate 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 þIndicate 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
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
  Documents Incorporated by Reference




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##### 



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




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PART I
 
 Item 1. BUSINESS
 General development of business
  (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).
    3




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Financial information about industry segments.
 Selected Financial Data Financial Statements and Supplementary Data
 Narrative description of business.
       4




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Regulation
   5




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Financial Information about Geographic Areas
  Recent Events
    Available Information
 http://www.brookshirerawmaterials.com/funds/u.s.trust/filings/ 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.
  6




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TM
 Conflicts of interest exist in the structure and operation of the Trust and each Fund.
  The purchase of Units by the Managing Owner or its members or their affiliates may create conflicts
of interest for them.
  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.
  7




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Each Fund will be charged fees and expenses regardless of profitability, which may result in a
depletion of assets.
  The Trust and Funds may receive less favorable terms upon renewing existing or entering into new
contractual relationships.
  You will be limited in your ability to transfer or redeem Units.
  You have limited rights, and you cannot prevent the Trust or any Fund from taking actions which
could cause losses.
  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.
  8




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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.
  You will have less diversification and therefore be taking more risk by investing in a Fund other
than the Core Funds.
  The Managing Owner will, and affiliates of the Managing Owner may, purchase Units to satisfy the
subscription minimum.
  Unforeseen circumstances may have an adverse effect on your investment.
  
    
    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.
 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.
  9




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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 Trust is not a regulated investment company and thus is subject to different protections than a
regulated investment company.
  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.
  Litigation could result in substantial additional expenses.
  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.
  10




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Each Fund will have potential indemnification obligations.
  Limited owners will not be entitled to participate in management of the Trust or the Funds.
  Limited owners will be limited in their ability to remove the Managing Owner.
  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.
  Limited owners may incur additional liability because of the ambiguity of the Delaware trust
statute respecting liability among several funds.
  11




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Interest Rate Risk
 Issuer Credit and Default Risk
 Inflation Risk
 Investment Risk
 No Guaranteed Return
 Risk of Limited Number of Investments
 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.
  
    
    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.
  12




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Metals Commodities
 
    
    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
 
    
    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
 
    
    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.
  13




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A Fund will not always be able to replicate exactly the performance of its corresponding index.
  The BIRMI and the BRMXL are heavily weighted in certain commodities.
  The BRMEN will be comprised only of energy oriented commodities.
  The BRMAG will be comprised only of agricultural oriented commodities.
  The BRMME will be comprised only of metal oriented commodities.
  The Accelerated Core Funds will utilize a substantial amount of leverage, and such leverage may
increase the risk of losses.
  14




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Investors who purchase CDN denominated Units will bear the currency fluctuation risk associated
with an investment in the Canadian dollar.
  Over-the-counter transactions are subject to little, if any, regulation and may be subject to the
risk of counterparty default.
   The failure or bankruptcy of an FCM could result in a substantial loss of one or more of the Funds
assets.
  Futures and forward trading may be illiquid and it may be difficult to liquidate a position, which
may result in large losses.
  15




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The Funds may be subject to restrictions on investment activities due to speculative position
limits.
  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
 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.
 The Funds may be subject to restrictions on investment
activities due to speculative position limits
   16




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Commodity futures exchange trading limits may force trading instructions to be modified.
  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.
  Futures contracts rely on the operation of exchanges and clearinghouses.
  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.
  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.
  17




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An investment in a Fund is not suitable for investors seeking current income.
  Other investors replicating the indices may increase competition for its component commodities
contracts.
  The continued publication of the indices cannot be assured.
  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.
   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.
  18




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Government regulations may change and adversely affect the Trust and the Funds.
  The Managing Owners CFTC registrations or NFA memberships could be terminated which could
adversely affect the Trust or a Fund.
  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.
  
 Item 1B. UNRESOLVED STAFF COMMENTS
  
 Item 2. PROPERTIES
  
 Item 3. LEGAL PROCEEDINGS
   19




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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 Part II
 
 Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 Market Information
  Holders
  Dividends
  Securities Authorized for Issuance under Equity Compensation Plans
  20




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Sales of Unregistered Securities
  Use of Proceeds
     
 Item 6. SELECTED FINANCIAL DATA
   21




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Core USD Fund
    
    
    Core CDN Fund
    
    
    Agriculture US FundDec. 31, 2007
    
    
    Dec. 31, 2006
    
    
    Dec. 31, 2007
    
    
    Dec. 31, 2006
    
    
    Dec. 31, 2007
    
    
    Dec. 31, 2006Total revenues
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ANet income (loss)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal assets
    
    $
    10
    
    
    $
    138,793
    
    
    $
    
    
    
    $
    59,477
    
    
    $
    10
    
    
    $
    34,705Long term obligations
    
    $
    
    
    
    $
    138,783
    
    
    $
    
    
    
    $
    59,477
    
    
    $
    
    
    
    $
    34,695Net asset value per unit
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 Agriculture CDN Fund
    
    
    Metals USD Fund
    
    
    Metals CDN FundDec. 31, 2007
    
    
    Dec. 31, 2006
    
    
    Dec. 31, 2007
    
    
    Dec. 31, 2006
    
    
    Dec. 31, 2007
    
    
    Dec. 31, 2006Total revenues
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ANet income (loss)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal assets
    
    $
    
    
    
    $
    14,869
    
    
    $
    10
    
    
    $
    34,705
    
    
    $
    
    
    
    $
    14,869Long term obligations
    
    $
    
    
    
    $
    14,869
    
    
    $
    
    
    
    $
    34,695
    
    
    $
    
    
    
    $
    14,869Net 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 FundDec. 31, 2007
    
    
    Dec. 31, 2006
    
    
    Dec. 31, 2007
    
    
    Dec. 31, 2006
    
    
    Dec. 31, 2007
    
    
    Dec. 31, 2006Total revenues
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ANet income (loss)
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal assets
    
    $
    10
    
    
    $
    34,705
    
    
    $
    
    
    
    $
    14,869
    
    
    $
    10
    
    
    $
    34,705Long term obligations
    
    $
    
    
    
    $
    34,695
    
    
    $
    
    
    
    $
    14,869
    
    
    $
    
    
    
    $
    34,695Net asset value per unit
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 Accelerated Core CDN FundDec. 31, 2007
    
    
    Dec. 31, 2006Total revenues
    
    
    N/A
    
    
    
    N/ANet income (loss)
    
    
    N/A
    
    
    
    N/ATotal assets
    
    $
    
    
    
    $
    14,869Long term obligations
    
    $
    
    
    
    $
    14,869Net asset value per unit
    
    
    N/A
    
    
    
    N/A
  
 Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 Overview
  Critical Accounting Policies and Estimates
  22




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Liquidity and Capital Resources
         23




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Market risk
        24




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Credit risk
   Foreign Exchange Risk
  Results of Operations
  Off-Balance Sheet Arrangements
   25




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Disclosure of Contractual Obligations
    Commodities Markets in 2007
     Brookshire International Raw Materials Index (BIRMI)
   26




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Brookshire International Raw Materials Agriculture
Sub-Index (BRMAG) Brookshire International Raw Materials Energy Sub-Index (BRMEN) Brookshire International Raw Materials Metals Sub-Index (BRMME) Commodity
Markets in 2007
 Brookshire International Raw Materials Agriculture Sub-Index (BRMAG)
    Brookshire International Raw Materials Energy Sub-Index (BRMEN)
    27




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Brookshire International Raw Materials Metals Sub-Index (BRMME)
    Brookshire International Raw Materials Accelerated Sub-Index (BRMXL)
   Commodities Markets in 2008
        28




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Brookshire International Raw Materials Index (BIRMI)
   Commodities Markets in 2008
 Brookshire International Raw Materials Agriculture Sub-Index (BRMAG)
    Brookshire International Raw Materials Energy Sub-Index (BRMEN)
   Brookshire International Raw Materials Metals Sub-Index (BRMME)
   29




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Brookshire International Raw Materials Accelerated Sub-Index (BRMXL)
   
 Item7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  
 Item 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Managements Annual Report on Internal Control Over Financial Reporting
  Changes in Internal Control Over Financial Reporting
  30




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Item 9B. OTHER INFORMATION
  
 Part III
 
 Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
  Principals of the Managing Owner
  John M. Marshall
 Clyde C. Harrison,
 Richard Chambers,
 Stephen Z. Adams ,
 31




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Gary M. Sugar, LL.B., M.B.A.
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
 http://www.brookshirerawmaterials.com/funds/codeofethics.php
 Audit Committee Financial Expert
  Business
 32




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Business
 
 Item 11. EXECUTIVE COMPENSATION
  Management and Operating Fee
  Redemption Fee
  Other Fees
  
 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
  33




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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
 Certain Relationships and Related Transactions
  Director Independence
  
 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  FEE CATEGORY
    
    2007
    
    
    2006Audit Fees (1)
    
    $
    105,000
    
    
    $
    59,752Audit-Related Fees (2)
    
    Nil
    
    NilTax Fees (3)
    
    Nil
    
    NilAll Other Fees (4)
    
    Nil
    
    NilTOTAL 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.  34




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Part IV
 
 Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  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




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SIGNATURES
  Brookshire Raw Materials (U.S.) Trust
(Registrant)Date: April 14, 2008
    By:
    /s/ John MarshallJohn MarshallChief Executive OfficerBy:
    /s/ Stephen AdamsStephen AdamsChief Financial OfficerBy:
    /s/ Clyde HarrisonClyde HarrisonPresident and ManagerBy:
    /s/ Richard ChambersRichard ChambersManagerof Brookshire Raw Materials Management, LLC, the
Managing Owner of the Brookshire Raw Materials
(U.S.) Trust 36




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SIGNATURES
  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 MarshallJohn MarshallChief Executive OfficerBy:
    /s/ Stephen AdamsStephen AdamsChief Financial OfficerBy:
    /s/ Clyde HarrisonClyde HarrisonPresident and ManagerBy:
    /s/ Richard ChambersRichard ChambersManagerof Brookshire Raw Materials Management, LLC, the
Managing Owner of the Brookshire Raw Materials
(U.S.) Trust 37




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SIGNATURES
  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 MarshallJohn MarshallChief Executive OfficerBy:
    /s/ Stephen AdamsStephen AdamsChief Financial OfficerBy:
    /s/ Clyde HarrisonClyde HarrisonPresident and ManagerBy:
    /s/ Richard ChambersRichard ChambersManagerof Brookshire Raw Materials Management, LLC, the
Managing Owner of the Brookshire Raw Materials
(U.S.) Trust 38




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##### Table of Contents



SIGNATURES
  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 MarshallJohn MarshallChief Executive OfficerBy:
    /s/ Stephen AdamsStephen AdamsChief Financial OfficerBy:
    /s/ Clyde HarrisonClyde HarrisonPresident and ManagerBy:
    /s/ Richard ChambersRichard ChambersManagerof Brookshire Raw Materials Management, LLC, the
Managing Owner of the Brookshire Raw Materials
(U.S.) Trust 39




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##### Table of Contents



SIGNATURES
  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 MarshallJohn MarshallChief Executive OfficerBy:
    /s/ Stephen AdamsStephen AdamsChief Financial OfficerBy:
    /s/ Clyde HarrisonClyde HarrisonPresident and ManagerBy:
    /s/ Richard ChambersRichard ChambersManagerof Brookshire Raw Materials Management, LLC, the
Managing Owner of the Brookshire Raw Materials
(U.S.) Trust 40




---



##### Table of Contents



SIGNATURES
  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 MarshallJohn MarshallChief Executive OfficerBy:
    /s/ Stephen AdamsStephen AdamsChief Financial OfficerBy:
    /s/ Clyde HarrisonClyde HarrisonPresident and ManagerBy:
    /s/ Richard ChambersRichard ChambersManagerof Brookshire Raw Materials Management, LLC, the
Managing Owner of the Brookshire Raw Materials
(U.S.) Trust 41




---



##### Table of Contents



SIGNATURES
  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 MarshallJohn MarshallChief Executive OfficerBy:
    /s/ Stephen AdamsStephen AdamsChief Financial OfficerBy:
    /s/ Clyde HarrisonClyde HarrisonPresident and ManagerBy:
    /s/ Richard ChambersRichard ChambersManagerof Brookshire Raw Materials Management, LLC, the
Managing Owner of the Brookshire Raw Materials
(U.S.) Trust 42




---



##### Table of Contents



SIGNATURES
  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 MarshallJohn MarshallChief Executive OfficerBy:
    /s/ Stephen AdamsStephen AdamsChief Financial OfficerBy:
    /s/ Clyde HarrisonClyde HarrisonPresident and ManagerBy:
    /s/ Richard ChambersRichard ChambersManagerof Brookshire Raw Materials Management, LLC, the
Managing Owner of the Brookshire Raw Materials
(U.S.) Trust 43




---



##### Table of Contents



SIGNATURES
  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 MarshallJohn MarshallChief Executive OfficerBy:
    /s/ Stephen AdamsStephen AdamsChief Financial OfficerBy:
    /s/ Clyde HarrisonClyde HarrisonPresident and ManagerBy:
    /s/ Richard ChambersRichard ChambersManagerof Brookshire Raw Materials Management, LLC, the
Managing Owner of the Brookshire Raw Materials
(U.S.) Trust 44




---



##### Table of Contents



SIGNATURES
  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 MarshallJohn MarshallChief Executive OfficerBy:
    /s/ Stephen AdamsStephen AdamsChief Financial OfficerBy:
    /s/ Clyde HarrisonClyde HarrisonPresident and ManagerBy:
    /s/ Richard ChambersRichard ChambersManagerof Brookshire Raw Materials Management, LLC, the
Managing Owner of the Brookshire Raw Materials
(U.S.) Trust 45




---



##### Table of Contents



SIGNATURES
  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 MarshallJohn MarshallChief Executive OfficerBy:
    /s/ Stephen AdamsStephen AdamsChief Financial OfficerBy:
    /s/ Clyde HarrisonClyde HarrisonPresident and ManagerBy:
    /s/ Richard ChambersRichard ChambersManagerof Brookshire Raw Materials Management, LLC, the
Managing Owner of the Brookshire Raw Materials
(U.S.) Trust 46




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##### Table of Contents



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



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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/  SF
Partnership, LLP             
  

CHARTERED ACCOUNTANTS
 
 F-2




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##### Table of Contents



The Brookshire Raw Materials (U.S.) Trust
Statements of Financial Condition
December 31, 2007 and December 31, 2006
 Core
    
    
    Core
    
    
    AgricultureUSD
    
    
    CDN
    
    
    USFund
    
    
    Fund
    
    
    FundDec. 31, 2007
    
    
    Dec. 31, 2006
    
    
    Dec. 31, 2007
    
    
    Dec. 31, 2006
    
    
    Dec. 31, 2007
    
    
    Dec. 31, 2006AssetsCash
    
    $
    10
    
    
    $
    10
    
    
    $
    
    
    
    $
    
    
    
    $
    10
    
    
    $
    10Deferred offering
costs (note 2)
    
    
    
    
    
    
    138,783
    
    
    
    
    
    
    
    59,477
    
    
    
    
    
    
    
    34,695Total Assets
    
    $
    10
    
    
    $
    138,793
    
    
    $
    
    
    
    $
    59,477
    
    
    $
    10
    
    
    $
    34,705LiabilitiesPayable to managing
owner
    
    $
    
    
    
    $
    138,783
    
    
    $
    
    
    
    $
    59,477
    
    
    $
    
    
    
    $
    34,695Total Liabilities
    
    
    
    
    
    
    138,783
    
    
    
    
    
    
    
    59,477
    
    
    
    
    
    
    
    34,695Net Assets
    
    $
    10
    
    
    $
    10
    
    
    $
    
    
    
    $
    
    
    
    $
    10
    
    
    $
    10Net Assets Consist of:Paid-in capital
    
    $
    10
    
    
    $
    10
    
    
    $
    
    
    
    $
    
    
    
    $
    10
    
    
    $
    10
   F-3




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##### Table of Contents



The Brookshire Raw Materials (U.S.) Trust
Statements of Financial Condition (Continued)
December 31, 2007 and December 31, 2006
 Agriculture
    
    
    Metals
    
    
    MetalsCDN
    
    
    USD
    
    
    CDNFund
    
    
    Fund
    
    
    FundDec. 31, 2007
    
    
    Dec. 31, 2006
    
    
    Dec. 31, 2007
    
    
    Dec. 31, 2006
    
    
    Dec. 31, 2007
    
    
    Dec. 31, 2006AssetsCash
    
    $
    
    
    
    $
    
    
    
    $
    10
    
    
    $
    10
    
    
    $
    
    
    
    $
    Deferred offering
costs (note 2)
    
    
    
    
    
    
    14,869
    
    
    
    
    
    
    
    34,695
    
    
    
    
    
    
    
    14,869Total Assets
    
    $
    
    
    
    $
    14,869
    
    
    $
    10
    
    
    $
    34,705
    
    
    $
    
    
    
    $
    14,869LiabilitiesPayable to managing
owner (note 2)
    
    $
    
    
    
    $
    14,869
    
    
    $
    
    
    
    $
    34,695
    
    
    $
    
    
    
    $
    14,869Total Liabilities
    
    
    
    
    
    
    14,869
    
    
    
    
    
    
    
    34,695
    
    
    
    
    
    
    
    14,869Net Assets
    
    $
    
    
    
    $
    
    
    
    $
    10
    
    
    $
    10
    
    
    $
    
    
    
    $
    Net Assets Consist of:Paid-in capital
    
    $
    
    
    
    $
    
    
    
    $
    10
    
    
    $
    10
    
    
    $
    
    
    
    $
    
  F-4




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##### Table of Contents



The Brookshire Raw Materials (U.S.) Trust
Statements of Financial Condition (Contd)
December 31, 2007 and December 31, 2006
 Energy
    
    
    EnergyUSD
    
    
    CADFund
    
    
    FundDec. 31, 2007
    
    
    Dec. 31, 2006
    
    
    Dec. 31, 2007
    
    
    Dec. 31, 2006AssetsCash
    
    $
    10
    
    
    $
    10
    
    
    $
    
    
    
    $
    Deferred offering
costs (note 2)
    
    
    
    
    
    
    34,695
    
    
    
    
    
    
    
    14,869Total Assets
    
    $
    10
    
    
    $
    34,705
    
    
    $
    
    
    
    $
    14,869LiabilitiesPayable to managing
owner (note 2)
    
    $
    
    
    
    $
    34,695
    
    
    $
    
    
    
    $
    14,869Total Liabilities
    
    
    
    
    
    
    34,695
    
    
    
    
    
    
    
    14,869Net Assets
    
    $
    10
    
    
    $
    10
    
    
    $
    
    
    
    $
    Net Assets Consist of:Paid-in capital
    
    $
    10
    
    
    $
    10
    
    
    $
    
    
    
    $
    
  F-5




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##### Table of Contents



The Brookshire Raw Materials (U.S.) Trust
Statements of Financial Condition (Contd)
December 31, 2007 and December 31, 2006
 Accelerated Core
    
    
    Accelerated CoreUSD
    
    
    CADFund
    
    
    FundDec. 31, 2007
    
    
    Dec. 31, 2006
    
    
    Dec. 31, 2007
    
    
    Dec. 31, 2006AssetsCash
    
    $
    10
    
    
    $
    10
    
    
    $
    
    
    
    $
    Deferred offering
costs (note 2)
    
    
    
    
    
    
    34,695
    
    
    
    
    
    
    
    14,869Total Assets
    
    $
    10
    
    
    $
    34,705
    
    
    $
    
    
    
    $
    14,869LiabilitiesPayable to managing
owner (note 2)
    
    $
    
    
    
    $
    34,695
    
    
    $
    
    
    
    $
    14,869Total Liabilities
    
    
    
    
    
    
    34,695
    
    
    
    
    
    
    
    14,869Net Assets
    
    $
    10
    
    
    $
    10
    
    
    $
    
    
    
    $
    Net Assets Consist of:Paid-in capital
    
    $
    10
    
    
    $
    10
    
    
    $
    
    
    
    $
    
  F-6




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##### Table of Contents



The Brookshire Raw Materials (U.S.) Trust
Notes to Statements of Financial Condition
December 31, 2007 and December 31, 2006
 1. Organization
 Delaware Statutory
Trust Act
  
     
  F-7




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##### Table of Contents



The Brookshire Raw Materials (U.S.) Trust
Notes to Statements of Financial Condition
December 31, 2007 and December 31, 2006
     2. Summary of Significant Accounting Policies
  a)
    
    Deferred Offering CostsDirect 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 TaxesEach 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




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##### Table of Contents



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 EstimatesThe 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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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
  4. Commitments and Contingencies
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EXHIBIT INDEX
  ExhibitNumber
    
    Exhibit Description4.1
    
    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 Agreement31.1
    
    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.
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ExhibitNumber
    
    Exhibit Description31.19
    
    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