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 MaterialsManagement, LLC (the “Managing Owner”) and JPMorgan Chase Bank, N.A., in its capacity asescrow agent hereunder (the “Escrow Agent”).     WHEREAS, the Trust was organized as a Delaware statutory trust on August 16, 2006 under 12Del. 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 RegistrationStatement (as defined below);     WHEREAS, the Trust is composed of ten separate and distinct series, referred to as theBrookshire 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.) AgricultureCDN Fund, Brookshire Raw Materials (U.S.) Metals USD Fund, Brookshire Raw Materials (U.S.) MetalsCDN Fund, Brookshire Raw Materials (U.S.) Energy USD Fund, Brookshire Raw Materials (U.S.) EnergyCDN Fund, Brookshire Raw Materials (U.S.) Accelerated Core USD Fund, and the Brookshire RawMaterials (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 completemanagement authority over the Trust;     WHEREAS, the Trust has filed a registration statement on Form S-1 under the Securities Act of1933, 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”), inconnection 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 CanadianDollars, 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 separateescrow 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 fora Fund during the Initial Offering Period are achieved, the Escrow Agent will release such escrowedfunds, including interest/earnings thereon, in the Escrow Fund for such Fund from escrow into acustody fund (a “Custody Fund”).
 

 
     NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter setforth, the parties hereto agree as follows:     1. Appointment. The Trust and the Managing Owner hereby appoint the Escrow Agent asescrow agent in respect of each Fund for the purposes set forth herein, and the Escrow Agent herebyaccepts such appointment, in each case upon the terms and subject to the conditions set forthherein. The Managing Owner represents, warrants and covenants that at all times during the term ofthis Escrow Agreement less than twenty-five percent (25%) of the subscribers will be benefit planinvestors 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 thesale of Units of such Fund shall be deposited in escrow with the Escrow Agent in subscriptionescrow accounts for the Trust. Escrow deposits in the subscription escrow accounts for the Trustshall 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 receiptby the Escrow Agent, provided that such funds have cleared and constitute good funs and theManaging Owner has provided written instructions as to the a s to the amount to move and thespecific fund to move such funds into. At the time funds are received by the Escrow Agent fromsubscribers, the Managing Owner shall promptly provide or cause the selling agent to provide theEscrow Agent with the following information in writing (i) the full name and address of each of thesubscriber(s), (ii) the Fund in which the subscriber invested, (iii) the amount of the investmentand (iii) any additional information which the Escrow Agent may reasonably request.          (b) The Managing Owner shall instruct subscribers and prospective subscribers to make checksfor subscriptions payable to the order of the Escrow Agent or send wire transfers for subscriptionsdirectly to the Escrow Agent in accordance with the instructions set forth on Schedule 2attached hereto. Any checks received that are made payable or wires that are sent to a party otherthan the Escrow Agent shall be returned to the selling agent that submitted such check or made suchwire transfer.          (c) The Escrow Agent is hereby authorized to deposit each check in the respective EscrowAccount. For any check returned unpaid to the Escrow Agent such unpaid amount shall be debitedagainst the respective Escrow Account and shall be returned to the selling agent that submitted thecheck. 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 tothe terms and conditions hereof, shall invest and reinvest each Escrow Fund and the proceedsthereof in accordance with Section 3.          (e) Prior to the occurrence of the Initial Closing with respect to a Fund, the Managing Owneris 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 EscrowAgreement.     3. Investment of each Escrow Fund.          (a) During the term of this Escrow Agreement, each Escrow Fund which is a USD Fund shall beinvested in a separate trust account with JPMorgan Chase Bank, N.A. and each Escrow Fund which is aCDN Fund will be invested in a Canadian Dollar interest bearing Deposit Account The Escrow Agentwill provide compensation on balances on each Fund at a rate determined by the Escrow Agent fromtime to time. Written investment instructions from the Managing Owner for investments permittedunder NASD Member Notice 87-61, if any, shall specify the type and identity of the investments tobe purchased and/or sold. The Escrow Agent is hereby authorized to execute such purchases andsales of investments for investments through the facilities of its own trading or capital marketsoperations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receivecompensation with respect to any investment directed hereunder including without limitationcharging an agency fee in connection with each transaction. The parties hereto recognize and agreethat the Escrow Agent will not provide supervision, recommendations or advice relating to eitherthe investment of moneys held in any Escrow Fund or the purchase, sale, retention or otherdisposition of any investment described herein. The Escrow Agent shall not have any liability forany loss sustained as a result of any investment in an investment made pursuant to the terms ofthis Escrow Agreement or as a result of any liquidation of any investment prior to its maturity orfor the failure of the Managing Owner to give the Escrow Agent instructions to invest or reinvestany Escrow Fund. The Escrow Agent shall have the right to liquidate any investments held in orderto provide funds necessary to make required payments under this Agreement. The parties herebyacknowledge and confirm that funds deposited into the Brookshire US Dollar and Canadian DollarDeposit accounts will be held uninvested.          (b) Receipt, investment and reinvestment of Escrow deposits shall be confirmed by Escrow Agentas soon as practicable by account statement, and any discrepancies in any such account statementshall be noted by the Managing Owner and the Trust to Escrow Agent within thirty (30) calendar daysafter receipt thereof. Failure to inform Escrow Agent in writing of any discrepancies in any suchaccount statement within said thirty (30) day period shall conclusively be deemed confirmation ofsuch 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 holidayin the United States, London or Canada.          “Collected Funds” means all funds received by the Escrow Agent which have cleared itsnormal banking channels and are in the form of cash.
 

 
          “Initial Closing” means, with respect to each Fund, the first closing of the Offering forsuch Fund following the sale of Units in amount equal to or exceeding the Minimum SubscriptionAmount for such Fund. For the avoidance of doubt, (i) the Initial Closing for each Fund isseparate from other Funds and (ii) the Initial Closing for one or more Funds can occur if theMinimum Subscription Amount for those Funds is met or exceeded even if the Initial Closing forother Funds has not yet occurred or does not occur.          “Initial Offering Period” means the period starting on the date on which the Offercommences (which such date the Managing Owner shall have notified the Escrow Agent in writing) andending on (i) the 60 th day thereafter or (ii) such later date as the Managing Owner may in itssole discretion determine and notify the Escrow Agent in writing; provided, that theInitial Offering Period may not be extended past the 240th day on which the Offer commences. Forthe avoidance of doubt, the Initial Offering Period for one Fund may terminate even while theInitial 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 “CoreFunds”), $10,000,000 in Collected Funds in any combination of US and Canadian Dollardenominated 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 denominatedFunds); provided, notwithstanding the actual amount of subscriptions made in any Fund otherthan a Core Fund, the Minimum Subscription Amount for any Fund other than a Core Fund will not bedeemed to have been made unless the Minimum Subscription Amount has been achieved for the CoreFunds at or prior to such time.          (b) With respect to each Fund, the Managing Owner will notify the Escrow Agent in writingwhether subscriptions in amount equal to or exceeding the Minimum Subscription Amount for such Fundhave been made during the Initial Offering Period. With respect to each Fund, the Managing Ownerwill notify the Escrow Agent whether the Offering of Units of such Fund has been terminated priorto the occurrence of the Initial Closing for such Fund. In addition, the Managing Owner willnotify the Escrow Agent in writing in the event that the Trust and/or one or more Funds aredissolved prior to the occurrence of the Initial Closing for all Funds (in the case of dissolutionof 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 exceedingthe Minimum Subscription Amount for such Fund during the Initial Offering Period, the Escrow Agentshall promptly upon receipt of a written request received from the Managing Owner with respect toany Fund stating that subscriptions equal to or exceeding the Minimum Subscription Amount have beenreceived during the Initial Offering Period, deduct the aggregate amount of subscription feesassociated with subscriptions in such Fund from the Escrow Fund for such Fund (as specified by theManaging Owner to the Escrow Agent in writing) and pay over such aggregate subscription fees to theselling 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 Fundfor such Fund (including the interest earned on the Escrow Fund for such Fund) to the appropriateaccount in the name of such Fund with a Custodian. For the avoidance of doubt, in the event thatthe Initial Closing occurs with respect to a Fund, all interest earned on the Escrow Fund for suchFund shall be credited to the account of the applicable Fund, but will not be credited to theaccounts of individual subscribers in such Fund.          (d) If, with respect to any Fund, (x) such Fund has not received subscriptions in amount equalto 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 aredissolved prior to the occurrence of the Initial Closing for all Funds (in the case of dissolutionof the Trust) or the applicable Fund (in the case of one or more Funds), the Escrow Agent shallupon receipt of written notice to this effect as well as wire transfer and other paymentinstructions from the Managing Owner, promptly (but in no event later than ten (10) Business Daysthereafter) (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 refundedsubscription money shall be free and clear of any and all claims of the Managing Owner, the Trustor any Fund or any of their respective creditors), and (ii) credit all interest received on suchFunds to the account of the Managing Owner. In order to effectuate the return of subscriptions forsubscribers 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 eachsubscriber, (y) payment method for the return of such funds for each subscriber and (z) wiretransfer instructions, if payment is to be by wire transfer, for such subscriber. For theavoidance of doubt, funds shall be returned directly to the applicable subscriber and not to anyselling agent.          (e) The Managing Owner, acting on behalf of the applicable Fund, may reject any subscriptionfor any reason or for no reason. Subscribers may, under certain limited circumstances, rescindtheir subscriptions. If the Managing Owner rejects any subscription for which the Escrow Agenthas already collected funds, or in the event that a subscriber rescinds its subscription inconformity with the requirements of the North American Securities Administrators Association Inc.Guidelines for Registration of Commodity Pool Programs, which rescission has been approved by theManaging Owner and the Managing Owner has notified the Escrow Agent thereof in writing, the EscrowAgent shall promptly (but in no event later than ten (10) Business Days thereafter) issue a refundcheck to the subscriber, without interest and without deduction, penalty or expense to thesubscriber (which such refunded subscription money shall be free and clear of any and all claims ofthe Managing Owner, the Trust or any Fund or any of their respective creditors). Any interestearned on any rejected or rescinded subscription shall be retained in the Escrow Fund for theapplicable 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, theapplicable subscribers or the Managing Owner (solely with
 

 
respect to interest or earnings), as the case may be, this Escrow Agreement shall terminate withrespect 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 providedherein, 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 anyrequirements to comply with, the terms and conditions of any other agreement, instrument ordocument between the other parties hereto, in connection herewith, if any, including withoutlimitation the Trust Agreement **(the “Underlying Agreement”)**, nor shall the Escrow Agent be requiredto determine if any person or entity has complied with any such agreements, nor shall anyadditional obligations of the Escrow Agent be inferred from the terms of such agreements, eventhough reference thereto may be made in this Escrow Agreement. In the event of any conflictbetween the terms and provisions of this Escrow Agreement and those of the **Underlying Agreement**orany other agreement among the other parties hereto, the terms and conditions of this EscrowAgreement shall control. The Escrow Agent may rely upon and shall not be liable for acting orrefraining from acting upon any written notice, document, instruction or request furnished to ithereunder and believed by it to be genuine and to have been signed or presented by the proper partyor parties without inquiry and without requiring substantiating evidence of any kind. The EscrowAgent shall be under no duty to inquire into or investigate the validity, accuracy or content ofany such document, notice, instruction or request. The Escrow Agent shall have no duty to solicitany payments which may be due it or any Fund, including, without limitation, the Escrow Depositsnor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy orcorrectness of any amounts deposited with it hereunder. The Escrow Agent shall have no duty orobligation 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 takenby it except to the extent that a final adjudication of a court of competent jurisdictiondetermines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause ofany loss to either the Managing Owner or Trust. The Escrow Agent may execute any of its powers andperform any of its duties hereunder directly or through agents or attorneys and shall be liableonly for its gross negligence or willful misconduct (as finally adjudicated in a court of competentjurisdiction) in the selection of any such agent or attorney. The Escrow Agent may consult withcounsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agentshall 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 skilledpersons. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguityas to its duties or rights hereunder or shall receive instructions, claims or demands from anyparty 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 oruncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgmentof a court of competent jurisdiction. The Managing Owner and Trust agree to pursue any redress orrecourse 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 EscrowAgent be liable for special, incidental, punitive, indirect or consequential loss or damage of anykind whatsoever (including but not limited to lost profits), even if the Escrow Agent has beenadvised of the likelihood of such loss or damage and regardless of the form of action. Anyliability of the Escrow Agent under this Escrow Agreement will be limited to the amount of feespaid to the Escrow Agent.     6. Succession.          (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder bygiving thirty (30) days advance notice in writing of such resignation to the parties specifying adate when such resignation shall take effect. If the Managing Owner and the Trust have failed toappoint a successor escrow agent prior to the expiration of thirty (30) days following receipt ofthe notice of resignation, the Escrow Agent may petition any court of competent jurisdiction forthe appointment of a successor escrow agent or for other appropriate relief, and any such resultingappointment shall be binding upon all of the parties hereto. Escrow Agent’s sole responsibilityafter such thirty (30) day notice period expires shall be to hold the Fund (without any obligationto reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, orin accordance with the directions of a final order or judgment of a court of competent jurisdictionor in accordance with applicable law, at which time of delivery Escrow Agent’s obligationshereunder shall cease and terminate, subject to the provisions of Sections 7 and 8hereunder. The Escrow Agent shall have the right to receive from the Managing Owner an amountequal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agentshall reasonably believe may be incurred by the Escrow Agent in connection with the termination ofthe Escrow Agreement.          (b) Any entity into which the Escrow Agent may be merged or converted or with which it may beconsolidated, or any entity to which all or substantially all the escrow business may betransferred, 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) paythe Escrow Agent upon execution of this Escrow Agreement and from time to time thereafterreasonable compensation for the services to be rendered hereunder, which unless otherwise agreed inwriting shall be as described in Schedule 3 attached hereto, and (b) pay or reimburse theEscrow Agent upon request for all expenses, disbursements and advances payable or reimbursablehereunder, including, without limitation reasonable attorney’s fees and expenses, incurred or madeby 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 theTrust itself or all Funds) or (y) the Managing Owner and the applicable Fund(s) (in the case of aclaim against one or more specific Funds), shall jointly and severally shall jointly and severallyindemnify, defend and save harmless the Escrow Agent and its affiliates and their respectivesuccessors, assigns, directors, officers, managers, attorneys, accountants, experts, agents andemployees (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 houseor outside counsel and experts and their staffs and all expense of document location, duplicationand shipment) (collectively “Losses”) arising out of or in connection with (a) the EscrowAgent’s execution and performance of this Escrow Agreement, tax reporting or withholding, theenforcement of any rights or remedies under or in connection with this Escrow Agreement, or as mayarise by reason of any act, omission or error of the indemnitee, except in the case of anyindemnitee to the extent that such Losses are finally adjudicated by a court of competentjurisdiction to have been primarily caused by the gross negligence or willful misconduct of suchindemnitee, 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 ordirection is expressly forbidden by the terms hereof. The obligations contained in thisSection 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 acknowledgeand agree that the indemnification obligations of the Trust and/or one or more Funds pursuant tothis Section 8 shall be subject to the regulatory requirement that the subscriptionproceeds derived from subscribers in Funds for which the Initial Closing does not occur or fromsubscribers whose subscriptions are rejected or rescinded (in each case in accordance withSection 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 byProviding Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USAPATRIOT Act”) requires the Escrow Agent to implement reasonable procedures to verify theidentity of any person that opens a new account with it. Accordingly, the Managing Owner and Trustacknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verificationprocedures require the Escrow Agent to obtain information which may be used to confirm the ManagingOwner and Trust identity including without limitation name, address and organizational documents(“ identifying information”). The Managing Owner and Trust agree to provide the EscrowAgent with and consent to the Escrow Agent obtaining from third parties any such identifyinginformation required as a condition of opening an account with or using any service provided by theEscrow Agent.          (b) Taxpayer Identification Numbers (“TINs”).
 

 
     (i) The Managing Owner and Trust have provided the Escrow Agent with their respective fullyexecuted Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other requireddocumentation. The Managing Owner and Trust each represent that its correct TIN assigned by theIRS, or any other taxing authority, is set forth in the delivered forms, as well as in theSubstitute 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 toand/or paid to the Fund and reported, as and to the extent required by law, by the Escrow Agent tothe IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) asincome 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 otherincome earned by the Fund under the Escrow Agreement shall be allocated to and/or paid to theManaging 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 incomeearned 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 theTrust with the IRS and any other taxing authority as required by law. The Managing Owner and Trustacknowledge and agree that Escrow Agent shall have no responsibility for the preparation and/orfiling of any income, franchise or any other tax return with respect to any Fund or any incomeearned by the Escrow Deposit. The Managing Owner and Trust further acknowledge and agree that anytaxes payable from the income earned on the investment of any sums held in the Escrow Deposit shallbe 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, andshall 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 andreceived: (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, tothe appropriate notice address set forth on Schedule 1 or at such other address as anyparty hereto may have furnished to the other parties in writing by registered mail, return receiptrequested.          (b) In the event that the Escrow Agent, in its sole discretion, shall determine that anemergency exists, the Escrow Agent may use such other means of communication as the Escrow Agentdeems 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 suchinstructions by telephone call-back to the person or persons designated on Schedule 4hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the personor persons so designated. The persons and telephone numbers for call-backs may be changed only bynotice in accordance with Section 10. The Escrow Agent and the beneficiary’s bank in anyfunds transfer may rely solely upon any account numbers or similar identifying numbers provided bythe Managing Owner to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) anintermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order itexecutes using any such identifying number, even when its use may result in a person other than thebeneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or anintermediary bank designated. All funds transfer instructions must be given by the parties listedon Schedule 4 hereto (subject to change from time to time by notice in accordance withSection 10). The person confirming funs transfer instructions must not be the same personwho gave such funds transfer instructions. The parties to this Escrow Agreement acknowledge thatthese security procedures are commercially reasonable.     12. Fund Disclaimer. Notwithstanding anything to the contrary contained herein, theparties hereto acknowledge and agree that the Trust is organized in series pursuant to Sections3804(a) and 3806(b)(2) of the Delaware Trust Act. As such, the debts, liabilities, obligations andexpenses incurred, contracted for or otherwise existing with respect to each series of the Trustshall be enforceable against the assets of such series of the Trust only, and not against theassets of the Trust generally or the assets of any other series of the Trust or against theTrustee. 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 hasbeen made and executed by and on behalf of the Escrow Agent, the Funds, the Trust and the ManagingOwner. The obligations of the Escrow Agent, the Funds, the Trust and/or the Managing Owner setforth herein are not binding upon any of the Limited Owners individually but are binding only uponthe assets and property identified herein. No resort shall be had to the assets of other Funds orthe Limited Owners’ assets or personal property, for the satisfaction of any obligation or claimwith respect to a different Fund hereunder. The obligations of the Funds and/or the Trust setforth herein are not binding upon the Managing Owner. No resort shall be had to the assets of theManaging Owner’s assets or personal property, for the satisfaction of any of the Trust’s, andFunds’ or the Limited Owners’ obligations or claims hereunder.     14. Subordination of Certain Claims and Rights. Except for amounts hereunder for which theManaging Owner is responsible (for which the Managing Owner shall be responsible for paying), theEscrow 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 ordistributed 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. Infurtherance of the Consent, the Escrow Agent agrees that
 

 
any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of allkinds and descriptions (collectively, “Claims”) incurred, contracted for or otherwiseexisting arising from, related to or in connection with the Trust and its assets and theContracting 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 “SubordinatedClaims”) incurred, contracted for or otherwise existing, arising from, related to or inconnection with the Contracting Fund and the Contracting Fund Assets and the assets of the Trustshall be expressly subordinate and junior in right of payment to any and all other Claims againstthe Trust and the Contracting Fund and any of their respective assets which may arise as a matterof 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 anddistribution 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 theirrespective assets (other than the Contracting Fund or its assets) any payment for the SubordinatedClaims, except in accordance with this Section 14;          (c) Subject to this Section 14, the Claims of the Escrow Agent with respect to theContracting Fund shall only be asserted and enforceable against the Contracting Fund’s assets andthe Managing Owner and its assets, and shall not be asserted or enforceable for any reasonwhatsoever 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 inwhole or in part, the Escrow Agent hereby waives (under section 1111(b) of the Bankruptcy Code (11U.S.C. § 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in theevent such security is inadequate to satisfy such Claims) treated as unsecured Claims against theTrust 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 inconnection with the Subordinated Claims from a Fund or the Trust (or their respective assets) otherthan the Contracting Fund or the Managing Owner and their respective assets and except as permittedby this Section 14, the Escrow Agent shall be deemed to hold such monies in trust and shallpromptly remit such monies to the Fund or the Trust that paid such amounts for distribution by suchFund or the Trust in accordance with the terms hereof; and          (f) The provisions of this Section 14 shall apply at all times notwithstanding that theClaims are satisfied, and notwithstanding that the agreements in respect of such Claims areterminated, rescinded or canceled.     15. Compliance with Court Orders. In the event that any escrow property shall beattached, garnished or levied upon by any court order, or the delivery thereof shall be stayed orenjoined 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 withall writs, orders or decrees so entered or issued, which it is advised by legal counsel of its ownchoosing is binding upon it, whether within or without such jurisdiction, and in the event that theEscrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any ofthe parties hereto or to any other person, entity, firm or corporation, by reason of suchcompliance 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 theother parties hereto. Neither this Escrow Agreement nor any right or interest hereunder may beassigned in whole or in part by the Escrow Agent or any Party, except as provided in Section6, without the prior consent of the Escrow Agent and the other parties. This Escrow Agreementshall be governed by and construed under the laws of the State of New York, except for Sections12, 13 and 14, which shall be governed by and construed under the laws of theState 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 mailor in any other manner permitted by applicable law and consents to the jurisdiction of the courtslocated in the State of New York. The parties hereto further hereby waive any right to a trial byjury with respect to any lawsuit or judicial proceeding arising or relating to this EscrowAgreement. No party to this Escrow Agreement is liable to any other party for losses due to, or ifit is unable to perform its obligations under the terms of this Escrow Agreement because of, actsof God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmissionfailure, or other causes reasonably beyond its control. This Escrow Agreement may be executed inone or more counterparts, each of which shall be deemed an original, but all of which togethershall constitute one and the same instrument. All signatures of the parties to this EscrowAgreement may be transmitted by facsimile, and such facsimile will, for all purposes, be deemed tobe the original signature of such party whose signature it reproduces, and will be binding uponsuch party. If any provision of this Escrow Agreement is determined to be prohibited orunenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as tosuch jurisdiction, be ineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions thereof, and any such prohibition or unenforceability in suchjurisdiction shall not invalidate or render unenforceable such provisions in any otherjurisdiction. 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 applicablelaws and regulations. Where, however, the conflicting provisions of any such applicable law may bewaived, they are hereby irrevocably waived by the parties hereto to the fullest extent permitted bylaw, to the end that this Escrow Agreement shall be enforced as written. Except as expresslyprovided in Section 8 above, nothing in this Escrow Agreement, whether express or implied, shall beconstrued to give to any person or entity other than the Escrow Agent and the Managing Owner andTrust any legal or equitable right, remedy, interest or claim under or in respect of this EscrowAgreement or any funds escrowed hereunder.
 

 
     IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed thisEscrow Agreement as of the date first written above.     JPMorgan Chase Bank, N.A.