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BROOKSHIRE RAW MATERIALS (U.S.) TRUST
 SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
 IMPORTANT: READ ALL PAGES IN THIS PACKET BEFORE SIGNING
 Trust Prospectus
 1)Status of Subscriber(s) (Check one):
    
    2)Specify Fund (check appropriate box(es)), number of Units and total dollar amount of subscription:Dollar Amount ̈   New Subscriber(s)
    
     ̈ Brookshire Raw Materials (U.S.) Core USD Fund
    
    $ ̈   Existing Owner(s)
    
     ̈ Brookshire Raw Materials (U.S.) Core CDN Fund
    
    $ ̈ Brookshire Raw Materials (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
    
    $ ̈ Brookshire Raw Materials (U.S.) Accelerated Core CDN Fund
    
    $
 3)
 4)Social Security #    
    
    or
    
    Taxpayer ID# _______________
 Taxable Investors (check one):
  ̈ Individual Ownership
    
     ̈ Tenants in Common/Entirety
    
     ̈ Estate
    
     ̈ UGMA/UTMA (Minor) ̈ Partnership
    
     ̈ Joint Tenants with Right of Survivorship
    
     ̈ Trust
    
     ̈ CorporationNon-Taxable Investors (check one) ̈ IRA/SEP/Roth
    
     ̈ Defined Contribution Plans ̈ Defined Benefit Plans
    
     ̈ Non-ERISA
    
     ̈ Other (specify)
 5)
    
     ̈ Check here if the Subscriber(s) is (are) a Benefit Plan Investor. ̈ Check here if the Subscriber(s) is (are) not a Benefit Plan Investor. If this box is checked, the Subscriber(s) certify(ies) that it (they) will not become a Benefit Plan Investor until such time as the Managing Owner
notifies the Subscriber(s) that such Fund is intended to be qualified as a publicly traded security or the Subscriber has obtained the consent of the Managing Owner. _______ Please initial.6)
    
    Full Registration Name of Subscriber(s) (No Initials): including Individuals, Partnerships, Joint Partnership, Estates, Trusts, and Corporations
 7)
    
    Resident Address and Telephone Number of SubscriberStreet (P.O. Box not acceptable)              City            State            Zip Code            
Telephone Number8)
    
    Mailing Address and Telephone Number (if different)Street (P.O. Box not acceptable)              City            State            Zip Code           
 Telephone Number9)
    
    Address and Telephone Number of Custodian (if applicable)Street (P.O. Box not acceptable)              City            State            Zip Code            
Telephone Number
 1




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SUBSCRIBER(S) MUST SIGN
 Signature of Subscriber
    
    Date
    
    Signature of Joint Subscriber (if any) or Custodian
    
    Date
 Executing and delivering this Subscription Agreement and Power of Attorney shall in no respect be
deemed to constitute a waiver of any rights under the Securities Act of 1933, as amended, or under
the Securities and Exchange Act of 1934, as amended.
 UNITED STATES INVESTORS ONLY
  ̈
 NON-UNITED STATES INVESTORS ONLY
  ̈
 FINANCIAL ADVISOR MUST SIGN
    Signature of Financial Advisor
    
    Date
    
    Office Manager Signature
    
    Date(if required by Selling Agent procedures)
 Selling Agent Name
    
    F.A. Name(print clearly for proper credit)
 F.A. Phone
    
    F.A. Fax
    
    F.A. Email Address
    
    Branch ID
    
    FA. Number
 F.A. Address
 Street Address
 2




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Subscription for Units Units Fund Trust Managing Owner
 Representation and Warranties of Subscriber please initial each provision
 (1)
    
    _____
    
    If I am not acting on behalf of a Benefit Plan Investor, I
have either (i) a net worth (exclusive of home, home
furnishings, and automobiles) of at least $250,000 or (ii) a
net worth (similarly calculated) of at least $70,000 and an
annual gross income of at least $70,000 and not more than
10% of my net worth is invested in any Fund or in all Funds
combined. If I am acting on behalf of a Benefit Plan
Investor that is an IRA or a Keogh Plan which covers no
common law employees or a Plan that is not subject to ERISA,
each Participant meets the net worth and gross income
requirement in the preceding sentence, and not more than 10%
of its assets is invested in any Fund or in all Funds
combined. If I am acting on behalf of a Plan subject to
ERISA, the assets of the Plan are at least $250,000 and its
investment in any Fund or in all Funds combined does not
exceed 10% of the assets of such Plan at the time of
investment.(2)
    
    _____
    
    At least five (5) Business Days prior to the date of
execution of this Subscription Agreement and Power of
Attorney, I have received a Prospectus for the Trust 
including the appendices and supplements, if any  which
constitutes its Commodity Futures Trading Commission
(CFTC) Disclosure Document, the Amended and Restated
Declaration of Trust and Trust Agreement and summary
financial information relating to the applicable Fund
current within 60 calendar days  dated within nine months
of the date on which I have subscribed to purchase Units.
If trading for the applicable Fund has commenced, I have
received a copy of its most recent monthly report as
required by the CFTC. All of the information that I have
provided in connection with this Subscription Agreement and
Power of Attorney is true, correct, and complete as of the
date of execution of this Subscription Agreement and Power
of Attorney, and if there should be any material change in
such information prior to my admission in the applicable
Fund(s) as a Limited Owner, I will immediately furnish such
revised or corrected information to the Administrator (on
behalf of the Managing Owner). I will furnish the
Administrator or Managing Owner, as applicable, with such
other documents as either of them may request to evaluate
this subscription. To my best knowledge, I am independent
of the Trust, the Trustee, the Managing Owner and my Selling
Agent and the decision to invest in Units was made entirely
independently of such parties, and was not part of a
coordinated or joint investment effort with one or more
other investors. I either (i) am not required to be
registered with the CFTC or to be a member of the National
Futures Association (NFA); or (ii) if required to be so
registered, I am duly registered with the CFTC and am a
member in good standing of the NFA.(3)
    
    _____
    
    This Subscription Agreement and Power of Attorney will be,
duly executed and delivered by me and constitutes a legally
valid and binding obligation of me, the entity for which I
am subscribing on behalf of, or the beneficiary of a Benefit
Plan Investor for which I am a trustee or custodian
(whichever may be applicable), enforceable against the
applicable individual or entity in accordance with its
terms. I acknowledge and understand that my Units can be
mandatorily redeemed by the Managing Owner, as set forth in
the Prospectus and the Trust Agreement, and that my ability
to redeem, exchange and/or transfer Units is subject to
restrictions as set forth in the Prospectus and the Trust
Agreement.(4)
    
    _____
    
    If I am an individual, I am over 21 years old and am legally
competent and am permitted by applicable law to execute and
deliver this Subscription Agreement and Power of Attorney.
The address set forth on the cover page of this Subscription
Agreement is my true and correct address and I have no
present intention of becoming a resident of any other state
or country. If I am subscribing for a joint or community
property account, I have full power and authority to
purchase Units and enter into and be bound by the
Subscription Agreement and Power of Attorney on behalf of
the joint or community property account. Unless one of the
two following sentences is applicable, I am purchasing Units
for my own account and not as trustee, custodian or nominee
for another. If I am subscribing as a custodian for a
minor, either (i) the subscription is a gift I have made to
that minor and is not made with the minors funds, in which
case the representations as to net worth and annual income
apply only to me as custodian; or (ii) if the subscription
is not a gift, the representations as to net worth and
annual income, as set forth in (1) above, (or in a special
supplement to the Prospectus), apply only to that minor.
If I am subscribing on behalf of a corporation, limited
liability corporation, partnership or limited partnership, I
have full power and
 3




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authority to purchase Units and enter
into and be bound by the Subscription Agreement and Power of
Attorney on behalf of the entity for which I am purchasing
Units, and such entity has full right and power to purchase
such Units and enter into and be bound by the Subscription
Agreement and Power of Attorney and become a Limited Owner
and be bound by the terms and conditions of the Amended and
Restated Declaration of Trust and Trust Agreement.(5)
    
    _____
    
    If I am a trustee or custodian of a Benefit Plan Investor
(or am otherwise an entity which holds plan assets), none of
the Trustee, Managing Owner or any Selling Agent, or any of
their affiliates either: (i) has investment discretion with
respect to the investment of the assets of such entity being
used to purchase Units; (ii) has authority or responsibility
to give or regularly gives investment advice with respect to
such Units for a fee and pursuant to an agreement or
understanding that such advice will serve as a primary basis
for investment decisions with respect to such Units and that
such advice will be based on the particular investment needs
of the trust or custodian; or (iii) is an employer
maintaining or contributing to the Trust. The purchase,
holding and disposition of Units will not constitute a
non-exempt prohibited transaction under ERISA or Section
4975 of the Code.(6)
    
    _____
    
    I am a not, and will not be, a resident of Canada (for
purposes of the Income Tax Act(Canada)) while I hold any
Units and; I am not, and will not be, affiliated with the
Administrator if such Administrator is a corporation or
trust resident in Canada, or a Canadian partnership, all
within the meaning of the Income Tax Act(Canada). I am
not, and no beneficial owner of me is, (i) an individual,
entity or organization identified on any U.S. Office of
Foreign Assets Control watch list and do not have any
affiliation of any kind with such an individual, entity or
organization; (ii) a foreign shell bank; and (iii) a person
or entity resident in or whose subscription funds are
transferred from or through a jurisdiction identified as
non-cooperative by the U.S. Financial Action Task Force. I
am not, and no beneficial owner of me is, a senior foreign
political figure,1 an immediate family member of
a senior foreign political figure2, or a close
associate of a senior foreign political figure3.
The funds to be invested in the Funds and the Trust were not
derived from activities that may contravene U.S. or non-U.S.
anti-money laundering laws or regulations.(7)
    
    _____
    
    I am acquiring Units for which I have subscribed for my own
account, as principal, for investment and not with a view to
the resale or distribution of all or a portion of such Units
or, if I am an intermediary subscribing for Units as a
record owner on behalf of one or more investors or
beneficial owners, I agree that the representations made in
item (6) are made by me on behalf of and with respect to
both me and all such investors or beneficial owners. I
acknowledge that, if, subsequent to my investment in the
Trust, the Trust or the Managing Owner reasonably believes
that I am or become a prohibited investor as described in
item (6) or have otherwise breached my representations and
covenants hereunder, the Trust or the Managing Owner may be
obligated to (i) freeze my investment, either by prohibiting
additional investments, declining any redemption requests
and/or segregating the assets constituting the investment in
accordance with applicable regulations, or by undertaking
such other comparable action, or (ii) immediately redeem my
investment. In any such case, I shall have no claim against
the applicable Fund or the Managing Owner for any form of
damages as a result of any of the aforementioned actions.(8)
    
    _____
    
    If I am signing on behalf of a partnership, Defined
Contribution Plan, Defined Benefits Plan, Estate, Trust, or
Non-ERISA investor, I certify that I have the power, under
its applicable charter or organization documents to enter
into transactions in each of the following types of
securities: (1) units of beneficial interest in a trust; (2)
U.S. government securities; and (3) managed futures (i.e.,
futures, forward, option, spot, swap, and security futures
contracts), and acknowledge that the Trusts Managing Owner,
Brookshire Raw Materials Management, LLC, has not been
provided the Subscribers charter or organizational
documents and that neither the Trust nor the Managing Owner
will make a review or interpretation of such documents.
  Covenants of Subscriber
 
 1
    
    A senior foreign political figure is defined as an
official in the executive, legislative, administrative, military or judicial
branches of a foreign government (whether elected or not), a senior official of
a major foreign political party, or a senior executive of a foreign
government-owned corporation. In addition, a senior foreign political figure
includes any corporation, business or other entity that has been formed by, or
for the benefit of, a senior foreign political figure.2
    
    Immediate family of a senior foreign political figure
typically includes the figures parents, siblings, spouse, children and
in-laws.3
    
    A close associate of a senior foreign political
figure is a person who is widely and publicly known to maintain an unusually
close relationship with the senior foreign political figure, and includes a
person who is in a position to conduct substantial domestic and international
financial transactions on behalf of the senior foreign political figure. 4




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Acknowledgement of, Consent to and Agreement Regarding Subordination and Limitation on
Interseries Liability Contracting Fund Consent Contracting Fund Assets Claims Units
 Subordinated Claims and Units bona fide bone fide
      Power of Attorney
 5




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Governing Law
 Irrevocability
 6




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INSTRUCTIONS TO SUBSCRIPTION AGREEMENT FOR
 BROOKSHIRE RAW MATERIALS (U.S.) TRUST
 LIMITED UNITS OF BENEFICIAL INTERESTS
 Any person considering subscribing for Units should carefully read and review a current Prospectus.
The Prospectus should be accompanied by the most recent monthly report of the Trust.
  A.
    
    Capitalized terms not defined in this Subscription Agreement and Power
of Attorney have the meanings given to such terms in the final
prospectus and disclosure document of the Trust, as amended or
supplemented from time to time (the Prospectus), and the Amended and
Restated Declaration of Trust and Trust Agreement of the Trust, a copy
of which is attached as an exhibit to the Prospectus. References to
I or me refer to each person or entity listed as a Subscriber on
Item 6 on the cover page of this Subscription Agreement and Power of
Attorney.B.
    
    Using a typewriter or printing in ink, check the appropriate box(es)
and fill in the blanks on the signature page of this Subscription
Agreement and Power of Attorney as directed herein.
 Number 1
    
    Check the applicable boxes:New Subscriber(s): Complete the entire signature
page, as applicable; sign the signature page; and
have the Financial Advisor complete the Financial
Advisor information on the signature page.Existing Owner(s) of Units purchasing Units:(i) If your registration information is the same
as in your original Subscription Agreement and Power
of Attorney, complete Numbers 1, 2, 3 and 4 (only
Social Security # or Taxpayer ID # necessary);
complete Number 6; sign the signature page; and have
the Financial Advisor complete the Financial Advisor
information on the signature page.(ii) If your registration information has changed
from the original Subscription Agreement and Power of
Attorney, follow the instructions listed under New
Subscriber(s), above.Number 2
    
    Please insert the total dollar amount of the
subscription for each Fund, as applicable. The
minimum subscription for any one Fund is $2,000 in
the currency of the applicable Fund and even
increments of $500 in excess thereof. There is no
minimum for Benefit Plan Investors (including IRAs)
but all subscriptions by Benefit Plan Investors
(including IRAs) must be in increments of $500 in the
currency of the Fund of the subscription. The
minimum initial subscription amount for residents of
Texas (including Benefit Plan Investors (including
IRAs)) is $5,000. During the Continuous Offering
Period, existing Limited Owners will be able to
purchase additional Units in increments of $500.
New Subscription Agreements and Powers of Attorney
are required with each additional purchase.
Fractional Units will be issued to four (4) decimal
places.Number 3
    
    Enter Broker Dealer (B/D) Investor Account Number.Number 4
    
    Enter your Social Security Number orTaxpayer ID Number, as applicable,
and check the appropriate box to indicate ownership type. For IRAs, the
Taxpayer ID Number of the Custodian should be entered, as well as the
Social Security Number of the investor. Please also initial the
statements printed underneath box 4 regarding organizational
transaction authority and trustee documentation, if applicable.Number 5
    
    Check the appropriate box(es) if you are, or are not, a Benefit Plan
Investor (or otherwise an entity which holds plan assets). If
subscribing as a trustee or custodian of a Benefit Plan Investor at the
direction of the beneficiary of such plan, the representations apply
only to the beneficiary of that plan. Initial where indicated.Number 6
    
    Enter the full legal name of each Subscriber. For UGMA/UTMA (Minor),
enter the minor name in Number 6, followed by Minor, and enter the
custodian name in Number 9. For Trusts, enter the Trust name in Number
6 and the Trustee(s) name(s) in Number 9. For Corporations,
Partnerships and Estates, enter the entity name in Number 6 and the
name of an
 7




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officer or contact person in Number 9.Number 7
    
    Enter your residence or legal address and telephone number.Number 8
    
    Enter your mailing address, and telephone number, if such information
is different from the information provided in Number 7.Number 9
    
    Enter the address, and telephone number of the custodian, if applicable.Number 10
    
    If you consent to receive delivery of reports of the Trust by
electronic means, check the box in Number 10 and provide your e-mail
address in the area indicated.Signature Block
    
    Sign and date the signature page. Do not sign without reading the
representations and warranties and familiarizing yourself with the
Prospectus.Tax Information
    
    Check the box regarding backup withholding, if applicable. You are
subject to backup withholding under the provisions of Section
3406(a)(1)(C) of the Internal Revenue Code if you have been notified by
the Internal Revenue Service that you are currently subject to backup
withholding because you have failed to report all interest and
dividends on your tax return. Please also review the statement under
UNITED STATES INVESTORS ONLY or NON-UNITED STATES INVESTORS ONLY,
as applicable, to ensure that you comply with the certification you are
making by signing the signature pageFinancial Advisor 
Information
    
    To be completed and signed by the Financial Advisor. Selling Agent
name, Financial Advisor name, Financial Advisor phone number, Financial
Advisor fax number, Financial Advisor e-mail address, Financial Advisor
Branch ID, Financial Advisor number and Financial Advisor address must
be entered.Reps. and
Warranties
    
    Please initial each representation and warranty on pages 3 and 4.
 You should return this Subscription Agreement and payment to your Financial Advisors office
address.
 C.
    
    Subscribers admission as a Limited Owner of a Fund will be effective when both the Subscribers duly
completed Subscription Agreement and Power of Attorney is received and accepted by the Administrator or
the Managing Owner and the Administrator or Managing Owner has been notified that cleared funds with
respect to the subscription have been received by the Custodian. If the Subscription Agreement is
received and accepted by the Administrator or Managing Owner or the Administrator or Managing Owner is
notified that cleared funds have been received with respect to such subscription after 4:00 P.M. New York
time, the subscription will be effective on the next Business Day.D.
    
    Payment of the subscription must be submitted with this Subscription Agreement in the form of a check or
a wire transfer in accordance with the Trusts wire transfer instructions which will be provided by the
Administrator upon request.E.
    
    Residents of Iowa, Kansas, Minnesota and Texas must complete the applicable Supplement on the pages below.
 8




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BROOKSHIRE RAW MATERIALS (U.S.) TRUST
 SUPPLEMENT TO THE SUBSCRIPTION AGREEMENT FOR
 LIMITED UNITS OF BENEFICIAL INTEREST
 (FOR RESIDENTS OF IOWA ONLY)
 Any person considering subscribing for Units should carefully read and
 review a current Prospectus of the Trust, including the
 Subscription Information and Subscription Agreement attached thereto.
  
    
    a bank, insurance company, registered investment company, business development company,
or small business investment company;
    
    an employee benefit plan, within the meaning of the Employee Retirement Income Security
Act, if a bank, insurance company, or registered investment adviser makes the investment
decisions, or if the plan has total assets in excess of $5 million;
    
    a charitable organization, corporation, or partnership with assets exceeding $5 million;
    
    a director, executive officer, or general partner of the company selling the securities;
    
    a business in which all the equity owners are accredited investors;
    
    a natural person who has individual net worth, or joint net worth with the persons
spouse, that exceeds $1 million at the time of the purchase;
    
    a natural person with income exceeding $200,000 in each of the two most recent years or
joint income with a spouse exceeding $300,000 for those years and a reasonable expectation
of the same income level in the current year; or
a trust with assets in excess of $5 million, not formed to acquire the securities offered,
whose purchases a sophisticated person makes.
 9




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BROOKSHIRE RAW MATERIALS (U.S.) TRUST
 SUPPLEMENT TO THE SUBSCRIPTION AGREEMENT FOR
 LIMITED UNITS OF BENEFICIAL INTEREST
 (FOR RESIDENTS OF KANSAS ONLY)
 Any person considering subscribing for Units should carefully read and
 review a current Prospectus of the Trust, including the
 Subscription Information and Subscription Agreement attached thereto.
  10




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BROOKSHIRE RAW MATERIALS (U.S.) TRUST
 SUPPLEMENT TO THE SUBSCRIPTION AGREEMENT FOR
 LIMITED UNITS OF BENEFICIAL INTEREST
 (FOR RESIDENTS OF MINNESOTA ONLY)
 Any person considering subscribing for Units should carefully read and review a
 current Prospectus of the Trust, including the Subscription Information and Subscription
 Agreement attached thereto.
    Category 1. A bank, as defined in Section 3(a)(2) of the Act,
whether acting in its individual or fiduciary capacity; or
 Category 2. A savings and loan association or other institution
as defined in Section 3(a)(5)(A) of the Act, whether acting in
its individual or fiduciary capacity; or
 Category 3. A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; or
 Category 4. An insurance company as defined in Section 2(13) of the Act; or
 Category 5. An investment company registered under the Investment Company Act of 1940; or
 Category 6. A business development company as defined in Section
2(a)(48) of the Investment Company Act of 1940; or
 Category 7. A small business investment company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of
the Small Business Investment Act of 1958; or
 Category 8. A plan established and maintained by a state, its
political subdivisions or any agency or instrumentality of a
state or its political subdivisions, for the benefit of its
employees, with total assets in excess of $5,000,000; orCategory 9. An employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 in which the
investment decision is made by a plan fiduciary, as defined in
Section 3(21) of such Act, which is either a bank, savings and
loan association, insurance company or registered investment
adviser, or an employee benefit plan with total assets in excess
of $5,000,000 or, if a self-directed plan, with investment
decisions made solely by persons who are accredited investors; orCategory 10. A private business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940; orCategory 11. An organization described in Section 501(c)(3) of
the Internal Revenue Code, a corporation, a Massachusetts or
similar business trust, or a partnership, not formed for the
specific purpose of acquiring the securities offered, with total
assets in excess of $5,000,000; or
 Category 12. A director or executive officer of the Managing Owner; or
 11




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Category 13. A natural person whose individual net worth, or
joint net worth (in each case not including homes, home
furnishings or automobiles) with that persons spouse, at the
time of this purchase exceeds $1,000,000; orCategory 14. A natural person who had an individual income in
excess of $200,000 in each of the two most recent years or joint
income with that persons spouse in excess of $300,000 in each of
those years and has a reasonable expectation of reaching the same
income level in the current year; orCategory 15. A trust, with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated person as
described in Rule 506(b)(2)(ii) under the Act; orCategory 16. An entity in which all of the equity owners are accredited investors.
  
 12




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BROOKSHIRE RAW MATERIALS (U.S.) TRUST
 SUPPLEMENT TO THE SUBSCRIPTION AGREEMENT FOR
 LIMITED UNITS OF BENEFICIAL INTEREST
 (FOR RESIDENTS OF TEXAS ONLY)
 Any person considering subscribing for Units should carefully read and
 review a current Prospectus of the Trust, including the
 Subscription Information and Subscription Agreement attached thereto.
  A.
    
    All capitalized and other defined terms used herein and not expressly
defined herein shall have the same respective meaning as are assigned
such terms in the final prospectus and disclosure document of the
Trust and each Fund thereof, as the same may at any time and from time
to time be amended or supplemented (the Prospectus).B.
    
    Please initial the space preceding the representations below after you have carefully read such representations.
 I meet the minimum income and net worth standards set forth in the Prospectus.I am purchasing Units for my own account.I have received a current copy of the Prospectus.I acknowledge that an investment in the Trust is not liquid except
for the redemption provisions as set forth in the Prospectus.I am aware that my minimum initial subscription requirement is
$5,000, unless I am a Benefit Plan Investor (including IRA)s, in
which I have no minimum initial subscription requirement or if I am
a resident of Texas (including if I am a Benefit Plan Investor
(including IRAs)) in which case my minimum initial subscription
requirement is $5,000.
 
 
 
 13