Exhibit 10.4**CUSTODY AGREEMENT**     This Custody Agreement (this “Agreement”) dated as of November 30, 2007 is made by andamong Brookshire Raw Materials U.S. Trust, a Delaware statutory trust (the “Trust”) actingfor and on behalf of each Fund (as defined below), Brookshire Raw Materials Management, LLC (the“Managing Owner”) and JPMorgan Chase Bank, N.A., in its capacity as custodian hereunder(the “Custodian”).     WHEREAS, the Trust is a Delaware statutory trust organized under 12 Del. Chapter 3801 *et seq*.(as amended from time to time, the “Delaware Trust Act”) composed of the following separateand distinct series (subject to such series receiving sufficient funding to commence trading andfor so long as such series continues trading thereafter), referred to as the Brookshire RawMaterials (U.S.) Core USD Fund, Brookshire Raw Materials (U.S.) Core CDN Fund, Brookshire RawMaterials (U.S.) Agriculture USD Fund, Brookshire Raw Materials (U.S.) Agriculture CDN Fund,Brookshire Raw Materials (U.S.) Metals USD Fund, Brookshire Raw Materials (U.S.) Metals CDN Fund,Brookshire Raw Materials (U.S.) Energy USD Fund, Brookshire Raw Materials (U.S.) Energy CDN Fund,Brookshire Raw Materials (U.S.) Accelerated Core USD Fund, and the Brookshire Raw Materials (U.S.)Accelerated Core CDN Fund (each such series that receives sufficient funding to commence tradingand for so long as such series continues trading, a “Fund” and collectively, the“Funds”), with Funds whose names includes “USD Fund” being denominated in U.S. Dollars andFunds whose names includes “CDN Fund” being denominated in Canadian Dollars;     WHEREAS, the Managing Owner serves as the sole managing owner of the Trust and has completemanagement authority over the Trust;     WHEREAS, the Trust and the Managing Owner wish to set up a (i) US Dollar denominated account(the “US Main Cash Account”) into which cash for the USD Funds will be initially depositedand upon the written instruction of the Managing Owner moved into the USD Fund accounts specifiedin such written notice and (ii) Canadian Dollar denominated account (the “Canadian Main CashAccount”) into which cash for the Canadian Funds will be initially deposited and upon thewritten instruction of the Managing Owner moved into the Canadian Fund accounts specified in suchwritten notice; and     WHEREAS, the Trust and the Managing Owner wish to set forth the terms and conditions pursuantto which JPMorgan Chase Bank, N.A. shall serve as custodian of securities owned by the USD Funds(the “US Securities”) and the CDN Funds (the “Canadian Securities”) (other thancommodity futures contracts and forward contracts held in custody by each Fund’s futures commissionmerchants) (the US Securities and Canadian Securities (other than commodity futures contracts andforward contracts) (collectively referred to as “Investments”), cash and other assets ofeach Fund, collectively, “Assets”).     NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter setforth, the parties hereto agree as follows:
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     1. ***Appointment.***          (a) The Trust and the Managing Owner hereby appoint the Custodian as custodian in respect ofeach Fund for the purposes set forth herein, and the Custodian hereby accepts such appointment andagrees to establish and maintain (a) the US Main Cash Account (in the case of a USD Fund) and theCanadian Main Cash Account (in the case of a CDN Fund) and (b) one or more segregated securitiesand cash accounts for each Fund to hold either US Assets or Canadian Assets for such Fund (witheach such account being separate and distinct with respect to each Fund) in which Custodian willhold the respective Assets of each Fund as provided herein, in each case upon the terms and subjectto the conditions set forth herein. Each such account shall be in the name of the applicable Fund.          (b) Each Fund will deliver to the Custodian all Assets owned by it, and all payments ofincome, payments of principal or capital distributions received by it with respect to allInvestments owned by such Fund from time to time. The Custodian shall not be under any duty orobligation to require any Fund to deliver to it any Assets owned by any Fund and shall have noresponsibility or liability for or on account of Assets not so delivered.          (c) The Custodian may from time to time in accordance with this Agreement appoint one or moredomestic sub-custodians, foreign sub-custodians and interim sub-custodians to act on behalf ofCustodian for each Fund (collectively, the “Sub-Custodians”). Sub-Custodians may includebranches and affiliates of the Custodian.          (d) All Assets of each Fund delivered to the Custodian, any Sub-Custodian or its agents shallbe administered as provided in this Agreement. The duties of the Custodian with respect to eachFund’s delivered Assets shall be only as set forth expressly in this Agreement and no other dutiesshall be implied.     2. ***Initial Deposit of Asset***s. The initial deposit of Assets for each Fund shall consist offunds transferred from the subscription escrow account for such Fund that is held by JPMorgan ChaseBank, N.A., in its capacity as the escrow agent (in such capacity, the “Escrow Agent”)pursuant to that certain Subscription Escrow Agreement dated October 12, 2007 (the“Subscription Escrow Agreement”), following the Initial Closing (as defined in theSubscription Escrow Agreement) for such Fund     3. ***Additional Deposits of Assets***.          (a) From time to time following the Initial Closing of a Fund, one or more additional personsor entities may subscribe to such Fund (each, an “Additional Subscription”). Proceeds ofeach Additional Subscription shall be deposited with the Custodian in the US Main Cash Account (inthe case of a US dollar subscription) or the Canadian Main Cash Account (in the case of a Canadiandollar subscription), and from there moved into the appropriate USD Fund account or Canadian Fundaccount only upon the written instruction of the Managing Owner.
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          (b) The Managing Owner shall instruct subscribers and prospective subscribers to make checksfor subscriptions payable to the order of “JPMorgan Chase Bank, NA as Custodian for Brookshire RawMaterials” or send wire transfers for subscriptions directly to the Custodian in accordance withthe instructions set forth on Schedule 2 attached hereto. If Custodian receives any U.S.dollar checks that are sent to the Custodian but not made payable in conformity to this Section3(b), the Custodian shall promptly notify the Managing Owner and shall not deposit the sameinto the US Main Cash Account (in the case of a US dollar subscription). The Managing Owner shallthen be entitled to work with the transmitter of such check for a period not to exceed five (5)Business Days (as hereinafter defined). In the event that the Managing Owner is unable to havesuch defect remedied within such five (5) Business Day period, the Custodian shall reject suchchecks and return them to their sender. Any wires that are sent to the Custodian or theSub-Custodian but not made payable in conformity to this Section 3(b) shall not bedeposited to the US Main Cash Account (in the case of a US dollar subscription) or to the CanadianMain Cash Account (in the case of a Canadian dollar subscription) but shall be rejected by theCustodian or the Sub-Custodian, as applicable.          (c) For any U.S. dollar check returned unpaid to the Custodian, such unpaid amount shall bedebited against the US Main Cash Account and the Custodian shall promptly notify the Managing Ownerthereof and return the returned check to the sender thereof.     4. ***Instructions.***          (a) Unless otherwise explicitly indicated herein, the Custodian shall perform its dutiespursuant to written instructions provided to the Custodian by the Managing Owner(“Instructions”). Instructions shall be valid only if given by an authorized person listedon Schedule 4 (an “Authorized Person”). Instructions may be transmitted by theManaging Owner to the Custodian only in writing. The Custodian shall follow such writtenInstructions; provided, that (i) the Custodian shall have no liability for shipping andinsurance costs associated therewith, and (ii) full payment shall have been made to the Custodianof its compensation, costs, expenses and other amounts to which it is entitled to under thisAgreement.          (b) The Custodian may treat any Authorized Person as having full authority of the ManagingOwner to issue Instructions hereunder unless Schedule 4 contains explicit limitations asto said authority. The Custodian shall be entitled to rely upon the authority of AuthorizedPersons until it receives appropriate written notice from the Managing Owner to the contrary.          (c) The applicable Authorized Person shall be responsible for assuring the adequacy andaccuracy of Instructions. Particularly, upon any acquisition or disposition or other dealing inthe applicable Fund’s Investments and upon any delivery and transfer of any Investment or moneys,the Authorized Person initiating such Instruction shall give the Custodian an Instruction withappropriate detail, including, without limitation:
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          (i) The transaction date, and the date and location of settlement;          (ii) The specification of the type of transaction;          (iii) A description of the Assets in question, including, as appropriate, quantity,price per unit, amount of money to be received or delivered, currency information andidentifying number such as a CUSIP, SEDOL or ISIN number. The Custodian shall be entitledto rely on such descriptive information as controlling notwithstanding any inconsistencycontained in such Instruction, particularly with respect to the description of the securityin question; and          (iv) The name of the broker and broker number or similar entity and number concernedwith execution of the transaction (if applicable).          (d) If the Custodian believes an Instruction to be either unclear or incomplete, the Custodianmay give prompt notice of such determination to the Managing Owner, and the Managing Owner shallthereupon amend or otherwise reform such Instruction. In such event, the Custodian shall have noobligation to take any action in response to the Instruction initially delivered until theredelivery of an amended or reformed Instruction.     5. ***Safekeeping of Fund Assets.***          (a) ***General.***The Custodian shall keep safely the Assets of each Fund that have been deliveredto the Custodian and from time to time shall accept delivery of Assets of each Fund forsafekeeping.          (b) ***Use of Securities Depositories.***The Custodian may deposit and maintain the US Securitiesin (i) The Depository Trust Company, (ii) the Participants Trust Company, (iii) any book-entrysystem as provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, Subpart B of 31CFR Part350, or the book-entry regulations of federal agencies substantially in the form of Subpart O, or(iv) any other domestic clearing agency registered with the Securities and Exchange Commission (the“SEC”) under Section 17A of the Securities Exchange Act of 1934, as amended, which acts asa securities depository and whose use the Trust has previously approved (each of the foregoingbeing referred to in this Agreement as a “Securities Depositary”), appointed by theCustodian either directly or through one or more Sub-Custodians. US Securities held in aSecurities Depository shall be held (i) subject to the agreement, rules, statement of terms andconditions or other document or conditions effective between the Securities Depository and theCustodian, or the Sub-Custodian as the case may be, and (ii) in an account for each Fund or in bulksegregation in an account maintained for the non-proprietary assets of the entity holding such USSecurities in the Depository. If market practice or the rules and regulations of the SecuritiesDepository prevent the Custodian, Sub-Custodian or (any agent of either) from holding its clientassets in such a separate account, the Custodian, Sub-Custodian or other agent shall as appropriatesegregate such Investments for benefit of the applicable Fund or for the benefit of clients
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of the Custodian generally on its own books. The parties understand that Canadian Securities heldby the Custodian, Sub-Custodian or other agent will not be held in the above-mentioned SecuritiesDepositories.          (c) ***Certificated Assets.***Investments which are certificated may be held in registered orbearer form: (i) in the Custodian’s vault; (ii) in the vault of a Sub-Custodian or an agent of theCustodian; or (iii) in an account maintained by the Custodian Sub-Custodian or, in the case of USSecurities, by an agent at a Securities Depository; all in accordance with customary marketpractice in the jurisdiction in which any Investments are held, in the name of and for theapplicable Fund.          (d) ***Registered Assets*****.**Investments which are registered may be registered in the name of theapplicable Fund or a nominee (other than a nominee of the Custodian or Sub-Custodian) for any ofthe foregoing, and may be held in any manner set forth in Section 3(b) above without anyidentification of fiduciary capacity in such registration.          (e) ***Book Entry Assets.***Investments which are represented by book-entry may be so held in anaccount maintained by a book-entry agent on behalf of the Custodian or another agent of theCustodian, or a Securities Depository.          (f) ***Replacement of Lost Investments.***In the event of a loss of any Investments for which theCustodian is responsible under the terms of this Agreement, the Custodian shall replace suchInvestment, or in the event that such replacement cannot be effected, the Custodian shall pay tothe applicable Fund the fair market value of such Investment based on the last available price asof the close of business in the relevant market on the date that a claim was first made to theCustodian with respect to such loss, or, if less, such other amount as shall be agreed by theparties as the date for settlement.     6. ***Additional Duties of the Custodian.***The Custodian shall perform the following duties withrespect to Investments of each Fund.          (a) ***Purchase of Investments.***Pursuant to Instructions, Investments for a Fund purchased forthe account of such Fund shall be paid for (i) against delivery thereof to the Custodian, aSub-Custodian, either directly or through a clearing corporation or a Securities Depository (inaccordance with the rules of such Securities Depository or such clearing corporation), or (ii)otherwise in accordance with an Instruction, applicable law, generally accepted trade practices, orthe terms of the instrument representing such Investment.          (b) ***Sale of Investments.***Pursuant to Instructions, Investments sold for the account of a Fundshall be delivered (i) against payment therefor, by check or by bank wire transfer, (ii) by creditto the account of the Custodian or a Sub-Custodian with a clearing corporation or a SecuritiesDepository (in accordance with the rules of such Securities Depository or such clearingcorporation), or (iii) otherwise in accordance with an Instruction, applicable law, generallyaccepted trade practices, or the terms of the instrument representing such Investment.
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          (c) ***Contractual Obligations and Similar Investments.***From time to time, a Fund’s Investmentsmay include Investments that are not ownership interests as may be represented by certificate(whether registered or bearer), by entry in a Securities Depository or by book entry agent,registrar or similar agent for recording ownership interests in the relevant Investment. If a Fundshall at any time acquire such Investments, including without limitation deposit obligations, theCustodian shall (i) receive and retain, to the extent the same are provided to the Custodian,confirmations or other documents evidencing the arrangement; and (ii) perform on such Fund’saccount in accordance with the terms of the applicable arrangement, but only to the extent directedto do so by Instruction. The Custodian shall have no responsibility for agreements running to suchFund as to which it is not a party other than to retain, to the extent the same are provided to theCustodian, documents or copies of documents evidencing the arrangement and, in accordance withInstruction, to include such arrangements in reports made to such Fund.          (f) ***Surrender of Securities*****.**As directed by Instruction, the Custodian may surrendersecurities: (i) in temporary form for definitive securities; (ii) for transfer into the name of anentity allowable under Section 3(d); and (iii) for a different number of certificates orinstruments representing the same principal amount of indebtedness.          (g) ***Income Collection.***Unless otherwise directed by Instruction, the Custodian shall receiveany amount due and payable to each Fund with respect to Investments and promptly credit the amountcollected to such Fund’s account; provided, however, that the Custodian shall notbe responsible for: (i) the collection of amounts due and payable with respect to Investments thatare in default or (ii) the collection of cash or security entitlements with respect to Investmentsthat are not registered in the name of the Custodian, a Sub-Custodian or a nominee thereof. TheCustodian is hereby authorized to endorse and deliver any instrument required to be so endorsed anddelivered to effect collection of any amount due and payable to a Fund with respect to Investments.Where dividends, interest or other entitlements or benefits arise in relation to the Assets heldin any pooled account together with assets held by the Custodian for other clients, the Custodianwill allocate to the Fund for whom it holds such Assets a pro rata share in such entitlements inproportion to the pro rata share of the pooled account assets held for the benefit of such Fund.Where an allocation of a pro rata entitlement would otherwise require the Custodian to allocate afraction of a currency unit or other asset to the relevant Fund, such fraction may be retained bythe Custodian as an additional fee.          (h) ***Taxes.***          (i) Each Fund shall be liable for all taxes, assessments, duties and othergovernmental charges, including any interest or penalty with respect thereto (collectively,“Taxes”), with respect to any Assets held on behalf of a Fund or any transactionrelated thereto. In accordance with Section 13, the Custodian shall be indemnifiedby the Trust and the applicable Fund(s) for the amount of any Tax that the Custodian,Sub-Custodian or any other withholding agent is required under applicable laws (whether byassessment or otherwise) to pay on behalf of, or in respect of income earned by or paymentsor distributions
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made to or for the account of the Trust or a Fund (including any payment of Taxrequired by reason of an earlier failure to withhold). In the event that the Custodian orSub-Custodian is required under applicable law to pay any Tax on behalf of a Fund withrespect to interest earned on cash deposits, the Custodian is hereby authorized to withdrawcash from any US Cash Account or Canadian Cash Account for that particular Fund only, inthe amount required to pay such Tax and to use such cash, for the timely payment of suchTax in the manner required by applicable law. If the aggregate amount of cash in all cashaccounts for that particular Fund is not sufficient to pay such Tax, the Custodian shallpromptly notify the Managing Owner of the additional amount of cash (in the appropriatecurrency) required, and the Managing Owner shall directly deposit such additional amount inthe appropriate cash account for that Fund promptly after receipt of such notice, for useby the Custodian as specified herein.          (ii) The Custodian and each Sub-Custodian shall be indemnified in accordance withSection 13 in respect of any liability arising from any under-withholding orunderpayment of any Tax which results from the inaccuracy or invalidity of any such formsor other documentation, and such obligation to indemnify the Custodian and eachSub-Custodian shall survive the resignation or removal of the Custodian or the terminationof this Agreement.          (iii) All interest earned on cash deposited with the Custodian under this Agreement bya particular Fund shall be allocated and reported by the Custodian to the IRS as income ofsuch Fund. The Custodian shall file U.S. information returns based on the income of eachFund and will withhold any taxes as are required by any law or regulation then in effect.The parties hereto acknowledge and agree that (A) the Custodian will only be reportingunder U.S. law, and (B) the Custodian will not report any income earned by a Fund underthis Agreement to any subscriber.          (j) ***Transaction Records.***          (i) The Custodian shall furnish to the Managing Owner and the Trust (on behalf of eachFund), on a monthly basis, a statement setting forth daily transactions and a monthlysummary of all transfers to or from each account maintained by the Custodian (eitherdirectly or through a Sub-Custodian) on behalf of each Fund.          (ii) Receipt, investment and reinvestment of the Assets shall be confirmed by theCustodian as soon as practicable by account statement, and any discrepancies in any suchaccount statement shall be noted by the Managing Owner or the Trust to Custodian withinthirty (30) calendar days after receipt thereof. Failure to inform the Custodian inwriting of any discrepancies in any such account statement within said thirty (30) dayperiod shall conclusively be deemed confirmation of such account statement in its entirety.
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     7. ***Cash Accounts, Deposits and Money Movements.***Subject to the terms and conditions set forthin this Section 7, the Trust and the Managing Owner each hereby authorize the Custodian toopen and maintain on behalf of each Fund, with itself, or with a Sub-Custodian US dollar cashaccounts and Canadian dollar cash accounts, or in such other cash account(s) to hold othercurrencies, as the Managing Owner shall from time to time request by Instruction, as shall beacceptable to the Custodian.          (a) ***Types of Cash Accounts*****.**Cash accounts opened on the books of the Custodian shall be openedin the name of the applicable Fund. Such accounts collectively shall be a deposit obligation of theCustodian and shall be subject to the terms of this Section 7 and the general liabilityprovisions contained in Section 9.          (b) ***Payments and Credits with Respect to Cash Accounts*****.**The Custodian shall make payments fromor deposits to any of said accounts in the course of carrying out its administrative duties,including but not limited to income receipt with respect to a Fund’s Investments, and otherwise inaccordance with Instructions. The Custodian shall be required to credit amounts to the cashaccounts only when moneys are actually received in cleared funds in accordance with bankingpractice in the country and currency of deposit. Any credit made to any cash account before actualreceipt of cleared funds shall be provisional and may be reversed by the Custodian in the eventsuch payment is not actually collected.          (c) ***Foreign Exchange Transactions.***The Custodian may be asked to exchange currencies of theUnited States with other currencies.          (d) ***Custodian’s Rights.***The Custodian shall not be obligated to make any advance or to allowan advance to occur to a Fund, and in the event that the Custodian does make or allow an advance,any such advance and any transaction giving rise to such advance shall be for the account and riskof the applicable Fund and shall not be deemed to be a transaction undertaken by the Custodian forits own account and risk. If such advance shall have been made or allowed by any other person, theCustodian may assign all or part of its security interest and any other rights granted to theCustodian hereunder to such other person. If the applicable Fund shall fail to repay the costs ofsuch advance when due, the Custodian or its assignee, as the case may be, shall be entitled to aportion of the available cash balance in any cash account of such Fund equal to such costs, and theFund authorizes the Custodian, on behalf of such Fund, to withdraw an amount equal to such advancecosts irrevocably to such other person, and to dispose of any Assets in such Account to the extentnecessary to make such payment. Any Investments and funds credited to accounts subject to thisAgreement created pursuant hereto shall be treated as financial assets credited to securitiesaccounts under Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of NewYork from time to time. Accordingly, the Custodian shall have the rights and benefits of a securedcreditor that is a securities intermediary under such Articles 7 and 8.
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     8. ***Responsibilities of the Custodian.***          (a) ***General.***In performing its duties and obligations hereunder, the Custodian shall usereasonable care under the facts and circumstances prevailing in the market. Subject to thespecific provisions of this Section 8, the Custodian shall be liable for any direct damageor loss incurred by any Fund for which of the Custodian’s or a Sub-Custodian’s gross negligence orwillful misconduct was a primary cause of such damage or loss as determined by a court of competentjurisdiction. In no event shall the Custodian be liable hereunder for any special, indirect,punitive or consequential damages arising out of, pursuant to or in connection with this Agreement(including but not limited to lost profits), even if the Custodian has been advised of thepossibility of such damages. It is agreed that the Custodian shall have no duty to assess therisks inherent in any Fund’s Investments or to provide investment advice with respect to suchInvestments and that any Fund as principal shall bear any risks attendant to particular Investmentssuch as failure of counterparty or issuer. The Custodian shall have no liability in its capacity asCustodian under and no duty to inquire as to the provisions of any agreement other than thisCustody Agreement. The Custodian may rely upon and shall not be liable for acting or refrainingfrom acting upon any written notice, instruction or request furnished to it hereunder and believedby it to be genuine and to have been signed or presented by the proper party or parties. TheCustodian shall be under no duty to inquire into or investigate the validity, accuracy or contentof any such document. The Custodian shall have no duty to solicit any payments which may be due itor the Account. The Custodian may execute any of its powers and perform any of its dutieshereunder directly or through Sub-Custodians, agents or attorneys (and shall be liable in the caseof agents and attorneys only for the careful selection of any such agent or attorney) and mayconsult with counsel, accountants and other skilled persons to be selected and retained by it. TheCustodian shall not be liable for anything done, suffered or omitted in good faith by it inaccordance with the advice or opinion of any such counsel, accountants or other skilled persons.In the event that the Custodian shall be uncertain as to its duties or rights hereunder or shallreceive instructions, claims or demands from any party hereto which, in its opinion, conflict withany of the provisions of this Custody Agreement, it shall be entitled to refrain from taking anyaction and its sole obligation, subject to applicable law and regulation, shall be to keep safelyall property held under the terms of this Custody Agreement until it shall be directed otherwise inwriting by all of the other parties hereto or by a final order or judgment of a court of competentjurisdiction.          (b) ***Limitations of Performance*****.**The Custodian shall not be responsible under this Agreementfor any failure to perform its duties, and shall not be liable hereunder for any loss or damage inassociation with such failure to perform, for or in consequence of the following causes:          (i) ***Force Majeure.***“Force Majeure” shall mean any circumstance or event whichis beyond the reasonable control of the Custodian, a Sub-Custodian or any agent of theCustodian or a Sub-Custodian which adversely affects the performance by the Custodian ofits obligations hereunder by a Sub-Custodian or by any other agent of the Custodian, or aSub-Custodian including any event caused by, arising out of or involving (A) an act of God,(B) accident,
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fire, water damage or explosion, (C) any computer, system or other equipment failure ormalfunction caused by any computer virus or the malfunction or failure of anycommunications medium, (D) any interruption of the power supply or other utility service,(E) any strike or other work stoppage, whether partial or total, (F) any delay ordisruption resulting from or reflecting the occurrence of any Sovereign Risk, (G) anydisruption of, or suspension of trading in, the securities, commodities or foreign exchangemarkets, whether or not resulting from or reflecting the occurrence of any Sovereign Risk,(H) any encumbrance on the transferability of a currency or a currency position on theactual settlement date of a foreign exchange transaction, whether or not resulting from orreflecting the occurrence of any Sovereign Risk, or (I) any other cause similarly beyondthe reasonable control of the Custodian.          (ii) ***Sovereign Risk.***“Sovereign Risk” shall mean, in respect of anyjurisdiction, including the United States of America, where Investments are acquired orheld hereunder, (A) any act of war, terrorism, riot, insurrection or civil commotion, (B)the imposition of any investment, repatriation or exchange control restrictions by anygovernmental authority, (C) the confiscation, expropriation or nationalization of anyInvestments by any governmental authority, whether de facto or de jure, (D) any devaluationor revaluation of any currency, (E) the imposition of taxes, levies or other chargesaffecting Investments, (F) any change in the applicable law, or (G) any other economic orpolitical risk incurred or experienced.          (c) ***Limitations on Liability.***The Custodian shall not be liable for any loss, claim, damage orother liability arising from the following causes:          (i) ***Failure of Third Parties.***The failure of any third party including: (A) theManaging Owner; (B) any futures commission merchant(s); (C) any issuer of Investments orbook-entry or other agent of any issuer; (D) any counterparty with respect to anyInvestment, including any issuer of exchange, traded or other futures, option, derivativeor commodities contract; (E) failure of an investment advisor or other agent of any Fund;or (F) failure of other third parties similarly beyond the control or choice of theCustodian.          (ii) ***Information Sources.***The Custodian may rely upon information received fromissuers of Investments or agents of such issuers, information received from othercommercially reasonable sources such as commercial data bases and the like, but shall notbe responsible for specific inaccuracies in such information, provided that the Custodianhas relied upon such information in good faith, or for the failure of any commerciallyreasonable information provider.          (iii) ***Reliance on Instruction*****.**Action by the Custodian or a Sub-Custodian inaccordance with an Instruction, even when such action conflicts with, or is contrary to anyprovision of, the Trust Agreement of the Trust, applicable law, or actions by the owners ofa Fund.
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          (iv) ***Restricted Securities.***The limitations inherent in the rights, transferability orsimilar investment characteristics of a given Investment of a Fund.     9. ***Succession***. The Custodian may resign and be discharged from its duties or obligationshereunder by giving 60 days’ advance notice in writing of such resignation to the other partieshereto specifying a date when such resignation shall take effect. The Custodian shall have theright to receive from the Managing Owner an amount equal to any amount due and owing to theCustodian, plus any costs and expenses the Custodian shall have reasonably incurred in connectionwith the termination of this Agreement. Any corporation or association into which the Custodianmay be merged or converted or with which it may be consolidated, or any corporation or associationto which all or substantially all the escrow business of the Custodian may be transferred, shall bethe Custodian under this Agreement without further act.     10. ***Termination***.          (a) This Agreement shall continue and remain in force and effect for a period of one (1) yearfrom the day hereof and thereafter for further successive periods of one (1) year each, inperpetuity, unless and until terminated in accordance with the remainder of this Section10.          (b) The Managing Owner and/or the Trust giving written notice to the Custodian (either withrespect to any or all of the Funds) may terminate this Agreement on sixty (60) days’ prior writtennotice (or at such earlier date as may be agreed between the Managing Owner and the Custodian).Any such notice shall specify the Funds to which the termination of this Agreement is beingeffected and for the avoidance of doubt, it is understood and agreed that the termination of thisAgreement with respect to one or more Funds shall not affect the effectiveness of this Agreementwith respect to Funds not specified in the termination notice.          (c) In the event that the Trust or a Fund terminates in accordance with the Trust Agreement,this Agreement shall terminate, effective as of such time, with respect to the Trust and all Funds(in the event that the Trust is terminated) or the applicable Fund(s) (in the event that one ormore Funds are terminated), but only upon written notice from the Managing Owner. The ManagingOwner shall give the Custodian prompt written notice of the termination of the Trust and/or one ormore Funds. Any such notice shall specify the Funds to which the termination of this Agreement isbeing effected and for the avoidance of doubt, it is understood and agreed that the termination ofthis Agreement with respect to one or more Funds shall not affect the effectiveness of thisAgreement with respect to Funds not specified in the termination notice.          (d) In addition, without prejudice to any of the rights or obligations accrued up to the timeof termination, this Agreement may be terminated by either (i) the Managing Owner giving writtennotice to the Custodian (either with respect to any or all
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of the Funds) or (ii) the Custodian giving written notice to the Managing Owner and the Trust(either with respect to any or all of the Funds):          (i) if the other party(ies) has/have committed any material breach of its obligationsunder this Agreement and failed to cure such breach within thirty (30) days of receipt ofnotice from the other requiring it so to do; or          (ii) if the other party(ies) (A) applies/apply for or consents to the appointment of areceiver, trustee, custodian, or liquidator because of its inability to pay its debts asthey mature; (B) makes/make a general assignment for the benefit of creditors; (C)becomes/become adjudicated as bankrupt or insolvent or becomes the subject of an order forrelief under Title 11 of the United States Code or any foreign counterpart thereto; (D)files/file a voluntary petition in bankruptcy, or a petition or an answer seekingreorganization, insolvency, readjustment of debt, dissolution or liquidation law orstatute, or an answer admitting the material allegations of a petition filed against it inany proceeding under such law; or (E) suffers/suffer the filing against it of aninvoluntary petition seeking relief under Title 11 of the United States Code or any foreigncounterpart thereto, and any such action remains as not remedied for 90 consecutive days;or          (iii) if an order, judgment or decree is entered, without the application, approval orconsent of the other party(ies), by any court of competent jurisdiction, approving apetition seeking reorganization or appointing a receiver of such other party orsubstantially all of the assets of such other party, and such order, judgment or decreescontinues unstayed and in effect for any period of 60 consecutive days.     Upon termination of this Agreement, if any Assets remain in any account of any Fund, theCustodian shall deliver to the applicable Fund such Assets as directed in writing by the ManagingOwner. Except as otherwise provided herein, all obligations of the parties to each other underthis Agreement shall cease upon termination of this Agreement.     11. ***Fees***. The Managing Owner agrees to (a) pay the Custodian upon execution of this Agreementand from time to time thereafter reasonable compensation for the services to be rendered hereunder,which unless otherwise agreed in writing by the Managing Owner and the Custodian shall be asdescribed in Schedule 3 attached hereto, and (b) pay or reimburse the Custodian uponrequest for all reasonable and appropriately evidenced expenses, disbursements and advances (otherthan those expenses, disbursements and advances for which the Managing Owner and the Trust wouldnot be required to indemnify the Indemnitees pursuant to Section 12), including reasonableattorney’s fees and expenses, incurred or made by it in connection with the preparation, execution,performance, delivery, modification and termination of this Agreement. The parties heretoacknowledge that this Section 11 shall survive the resignation or removal of the Custodianor the termination of this Agreement
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     12. ***Indemnity*****.**The (a) Managing Owner and the Trust (in the case of a claim against Custodianwith respect to the Trust itself or all Funds), (b) the Managing Owner and the applicable Fund(s)(in the case of a claim against Custodian with respect to one or more specific Funds) shall jointlyand severally indemnify, defend and save harmless the Custodian and its directors, officers, agentsand employees (collectively, the “Indemnitees”) from all loss, liability or expenseincurred by any of them (including reasonable attorney’s fees and expenses) arising out of or inconnection with (i) the Custodian’s execution and performance of this Agreement, except in the caseof any Indemnitee, to the extent that such loss, liability or expense is due to the grossnegligence or willful misconduct of such Indemnitee, or (ii) such Indemnitee’s following anyinstructions or other directions reasonably believed by such Indemnitee to be from the ManagingOwner or the Trust, except to the extent that the Custodian’s following any such instruction ordirection is expressly forbidden by the terms hereof. The parties hereto acknowledge that theforegoing indemnities shall survive the resignation or removal of the Custodian or the terminationof this Agreement.     13. ***TINs.***The Managing Owner, the Trust and each Fund represents (severally and not jointly)that its correct TIN assigned by the Internal Revenue Service (“IRS”) and any otherapplicable taxing authority is set forth in Schedule 1. Upon execution of this Agreement,the Managing Owner, the Trust and each Fund shall provide the Custodian with a fully executed IRSForm W-9 or W-8, which shall include the TIN of the Managing Owner, the Trust or such Fund, asapplicable.     14. ***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 Custodian, in its sole discretion, shall determine that an emergencyexists, the Custodian may use such other means of communication as the Custodian deems appropriate.          (c ) “Business Day” shall mean any day other than a Saturday, Sunday or other day onwhich the Custodian or a Sub-Custodian hereunder located in New York, the United Kingdom or Canadais authorized or required by law or executive order to remain closed.     15. ***Fund Disclaimer.***Notwithstanding anything to the contrary contained herein, the partieshereto acknowledge and agree that the Trust is organized in series pursuant to Sections 3804(a) and3806(b)(2) of the Delaware Trust Act. As such, the debts, liabilities, obligations and expensesincurred, contracted for or otherwise existing with respect to each series of the Trust shall beenforceable against the assets of such series of the Trust only, and not against the assets of theTrust generally or the assets of
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any other series of the Trust or against the Trustee. There may be several series of the Trustcreated pursuant to the Trust Agreement of the Trust.     16. ***Limitation of Limited Owner and Managing Owner Liability.***This Agreement has been madeand executed by and on behalf of the Custodian, the Trust and the Managing Owner. The obligationsof the Custodian, the Trust and/or the Managing Owner set forth herein are not binding upon any ofthe Limited Owners individually but are binding only upon the assets and property identifiedherein. No resort shall be had to the assets of other Funds or the Limited Owners’ assets orpersonal property, for the satisfaction of any obligation or claim with respect to a different Fundhereunder. The obligations of the Trust set forth herein are not binding upon the Managing Owner.No resort shall be had to the assets of the Managing Owner’s assets or personal property, for thesatisfaction of any of the Trust’s, and Funds’ or the Limited Owners’ obligations or claimshereunder.     17. ***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), theCustodian 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 Custodian agrees that any debts, liabilities, obligations,indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively,“Claims”) incurred, contracted for or otherwise existing arising from, related to or inconnection with the Trust and its assets and the Contracting 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 Custodian (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 Custodian, ifany, 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 Custodian 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 17;          (c) Subject to this Section 17, the Claims of the Custodian 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
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enforceable for any reason whatsoever against the assets of any other Fund or the Trustgenerally;          (d) If the Claims of the Custodian against the Contracting Fund or the Trust are secured inwhole or in part, the Custodian 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 Custodian receives moniesin connection with the Subordinated Claims from a Fund or the Trust (or their respective assets)other than the Contracting Fund or the Managing Owner and their respective assets and except aspermitted by this Section 17, the Custodian shall be deemed to hold such monies in trustand shall promptly remit such monies to the Fund or the Trust that paid such amounts fordistribution by such Fund or the Trust in accordance with the terms hereof; and          (f) The provisions of this Section 17 shall apply at all times notwithstanding thatthe Claims are satisfied, and notwithstanding that the agreements in respect of such Claims areterminated, rescinded or canceled.     **18. *****Investment of Accounts.***During the term of this Custody Agreement, cash in the USD Fundaccounts (*i.e*., which is not invested in US Securities) shall be invested in a Trust Account atJPMorgan Chase Bank, N.A. (a “Trust Account”) or a successor or similar investment offeredby the Custodian, unless otherwise instructed in writing by the Managing Owner and as shall beacceptable to the Custodian. Cash in the Canadian Fund accounts (i.e., which is notinvested in Canadian Securities) shall be invested in a Canadian Dollar interest bearing DepositAccount (“Deposit Account”) or a successor or similar investment offered by the applicableSub-Custodian, unless otherwise instructed in writing by the Managing Owner and as shall beacceptable to the Custodian. The Custodian will provide compensation on balances in the respectivesecurities accounts (to the extent not invested in US Securities or Canadian Securities) at a ratedetermined by the Custodian from time to time. The Custodian is hereby authorized to executepurchases and sales of investments through its own trading facilities or capital markets operationsor those of an affiliated entity. The Custodian or any of its affiliates may receive compensationwith respect to any investment directed hereunder including without limitation charging an agencyfee in connection with each transaction. The Custodian shall not have any liability for any losssustained as a result of any investment made pursuant to the terms of this Custody Agreement or asa result of any liquidation of any investment prior to its maturity or for the failure of theManaging Owner to give the Custodian instructions to invest or reinvest the Assets. The Custodianshall have the right to liquidate any investments held in order to provide funds necessary to makerequired payments under this Agreement. The parties hereto acknowledge and agree that the US MainCash account and Canadian Main Cash account will be non-interest bearing accounts where funds willbe held uninvested and without compensation thereunder.
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     19. **Patriot Act Disclosure.**Section 326 of the Uniting and Strengthening America by ProvidingAppropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOTAct”) requires the Custodian to implement reasonable procedures to verify the identity of anyperson that opens a new account with it. Accordingly, the parties acknowledge that Section 326 ofthe USA PATRIOT Act and the Custodian’s identity verification procedures require the Custodian toobtain information which may be used to confirm the parties identity including without limitationname, address and organizational documents (“identifying information”). The parties agree toprovide the Custodian with and consent to the Custodian obtaining from third parties any suchidentifying information required as a condition of opening an account with or using any serviceprovided by the Custodian.     20. **Security Procedures.**In the event funds transfer instructions are given (other than inwriting at the time of execution of this Custody Agreement, as indicated in Schedule 1attached hereto), whether in writing, by telecopier or otherwise, the Custodian is authorized toseek confirmation of such instructions by telephone call-back to the person or persons designatedon Schedule 4 hereto (“Schedule 4”), and the Custodian may rely upon theconfirmation of anyone purporting to be the person or persons so designated. The persons andtelephone numbers for call-backs may be changed only in a writing actually received andacknowledged by the Custodian. If the Custodian is unable to contact any of the authorizedrepresentatives identified in Schedule 4, the Custodian is hereby authorized to seekconfirmation of such instructions by telephone call-back to any one or more of the Managing Owner’sexecutive officers (“Executive Officers”), which shall include the titles of President,Chief Financial Officer and General Counsel, as the Custodian may select. Such “Executive Officer”shall deliver to the Custodian a fully executed Incumbency Certificate, and the Custodian may relyupon the confirmation of anyone purporting to be any such officer. The Custodian and thebeneficiary’s bank in any funds transfer may rely solely upon any account numbers or similaridentifying numbers provided by the managing Owner or the Trust to identify (i) the beneficiary,(ii) the beneficiary’s bank, or (iii) an intermediary bank. The Custodian may apply any of thefunds from the applicable Fund for any payment order it executes using any such identifying number,even when its use may result in a person other than the beneficiary being paid, or the transfer offunds to a bank other than the beneficiary’s bank or an intermediary bank designated. All fundstransfer must be executed by the persons listed on Schedule 4 hereto. The person confirmingsuch funds transfer instructions must not be the same person who authorized said funds transfer.The parties to this Agreement acknowledge that these security procedures are commerciallyreasonable.     21. ***Miscellaneous***. The provisions of this Agreement may be waived, altered, amended orsupplemented, in whole or in part, only by a writing signed by all of the parties hereto. Theparties hereby acknowledge and agree that this Agreement shall be amended upon mutually agreeableterms to provide for electronic transaction processing on the Custodian’s Transaction InitiationPlatform. Neither this Agreement nor any right or interest hereunder may be assigned in whole orin part by any party, without the prior consent of the other parties. This Agreement shall begoverned by and construed under the laws of the State of New York, except for Sections 15,16 and 17, which shall be
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governed by and construed under the laws of the State of Delaware. Each party hereto irrevocablywaives any objection on the grounds of venue, forum non-conveniens or any similar grounds andirrevocably consents to service of process by mail or in any other manner permitted by applicablelaw and consents to the jurisdiction of the courts located in the State of New York. The partiesfurther hereby waive any right to a trial by jury with respect to any lawsuit or judicialproceeding arising or relating to this Agreement. This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original, but all of which together shall constituteone and the same instrument.[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Agreementas of the date first written above.      JPMORGAN CHASE BANK,