EX-4.2



 





Exhibit
4.2 

BROOKSHIRETM RAW MATERIALS (U.S.) TRUST




SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY




IMPORTANT: READ ALL PAGES IN THIS PACKET BEFORE SIGNING



The undersigned, by execution and delivery of this Subscription Agreement and Power of Attorney
and by payment of the purchase price for Units in the applicable Fund of BrookshireTM Raw Materials
(U.S.) Trust (the “Trust”) hereby subscribes for the purchase of Units in the amount set
forth below. 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.




	 	 	 	 	 
	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
	o New Subscriber(s)

	 	o BrookshireTM Raw Materials (U.S.) Core USD Fund
	 	$                     
	o Existing Owner(s)

	 	o BrookshireTM Raw Materials (U.S.) Core CDN Fund
	 	$                     
	 

	 	o BrookshireTM Raw Materials (U.S.) Agriculture USD Fund
	 	$                     
	 

	 	o BrookshireTM Raw Materials (U.S.) Agriculture CDN Fund
	 	$                     
	 

	 	o BrookshireTM Raw Materials (U.S.) Metals USD Fund
	 	$                     
	 

	 	o BrookshireTM Raw Materials (U.S.) Metals CDN Fund
	 	$                     
	 

	 	o BrookshireTM Raw Materials (U.S.) Energy USD Fund
	 	$                     
	 

	 	o BrookshireTM Raw Materials (U.S.) Energy CDN Fund
	 	$                     
	 

	 	o BrookshireTM Raw Materials (U.S.) Accelerated Core USD Fund
	 	$                     
	 

	 	o BrookshireTM Raw Materials (U.S.) Accelerated Core CDN Fund
	 	$                     






3) B/D Investor Account Number:                                         




	 	 	 	 	 
	4) Social Security #                      —                      —                     

	 	or
	 	Taxpayer
ID#
                                        







	 	 	 	 	 	 	 	 	 
	Taxable Investors (check one):
	 	 	 	 	 	 
	o Individual Ownership

	 	o Tenants in Common/Entirety
	 	 	 	o Estate1,2
	 	o UGMA/UTMA (Minor)
	o Partnership1,2

	 	o Joint Tenants with Right of Survivorship
	 	 	 	o Trust1,2
	 	o Corporation
	Non-Taxable Investors (check one)
	 	 	 	 	 	 
	o IRA/SEP/Roth

	 	o Defined Contribution Plans1,2
	 	 	 	o Non-ERISA,2
	 	o Other (specify)
	 

	 	o Defined Benefit Plans1,2	 	 	 	 	 	 








 




			
	1	 	The undersigned hereby certifies by signing below that the undersigned has 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).
                     Please initial.
	 
	2	 	The undersigned Subscriber acknowledges that the Trust’s Managing Owner, BrookshireTM 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.                      Please initial.






	5)	 	o Check here if the Subscriber(s) is (are) a Benefit Plan Investor.

o 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 Subscriber
	 
	 	 	 






Street (P.O. Box not acceptable)          City          State          Zip Code          Telephone Number





	8)	 	Mailing Address and Telephone Number (if different)
	 
	 	 	 





Street (P.O. Box acceptable)          City          State          Zip Code          Telephone Number





	9)	 	Address and Telephone Number of Custodian (if applicable)
	 
	 	 	 





Street (P.O. Box acceptable)          City          State          Zip Code          Telephone Number





	10)	 	Email Address:                                         

	 	 	o I opt out of electronic delivery of reports (please check and provide e-mail address above): Your reports may
be e-mailed to you or posted on the Trust’s website (with an email notification of posting).





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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



I have checked the following box if I am subject to backup withholding under the provisions of
Section 3406(a)(1)(C) of the Internal Revenue Code: (See directions for definition of subjectivity
to backup withholdings). Under penalties of perjury, by signature above I hereby certify
that the Social Security Number or Taxpayer Identification Number next to my name is my true,
correct and complete Social Security or Taxpayer Identification Number and that the information
given in the immediately preceding sentence is true, correct and complete. o




NON-UNITED STATES INVESTORS ONLY



Under penalties of perjury, by signature above and by checking the following box I hereby certify
that (a) I am not a citizen of the United States or (b) (in the case of an investor, which is not
any individual) the investor is not a United States corporation, partnership, estate or 

trust. o




FINANCIAL ADVISOR MUST SIGN



I hereby certify that I have informed the Subscriber of all pertinent facts relating to the
liquidity and marketability of Units as set forth in the Prospectus dated                     , ___2007, and I
have reasonable grounds to believe (on the basis of information obtained from the person(s) named
above concerning such age, investment objectives, investment experience, income, net worth,
financial situation and needs, other investments of the person and any other information known by
me) that (a) the purchase of Units is a suitable and appropriate investment for such person(s); (b)
such person(s) meet(s) the minimum income and net worth standards; (c) such person(s) can benefit
from the investment based on such person(s) overall investment objectives and portfolio structure;
(d) such person(s) has a fair market net worth to bear the economic risk of the investment; and (e)
such person(s) has (have) an understanding of the fundamental risks of the investment, the risk
that an investor may lose its entire investment, the restriction on the liquidity of the Units, the
restrictions on the transferability of the Units and the background and qualifications of the
Selling Agent; (f) such person(s) satisfy the requirements to become a Subscriber on the basis set
forth in the Prospectus and this Subscription Agreement and Power of Attorney; (g) acceptance of
the Person’s subscription will not otherwise breach any laws, rules and regulations designed to
avoid money laundering applicable either to the Selling Agent, the Managing Owner, the Trust and
Each Fund.



I have ensured that a current Prospectus, together with the most recent Monthly Report for the
applicable Fund, if such Fund has commenced trading, has been furnished to the person(s) named
above at least 5 Business Days prior to the date of this Subscription Agreement and Power of
Attorney.



I have received all documents required to accept this subscription and acknowledge the suitability
of the Subscriber and the amount of the subscription for each Fund. If the Subscriber is other than
an individual, I acknowledge that my review of the Subscriber’s governing documents indicates that
such documents permit investment in commodities funds whose principal business is speculative
futures trading.




	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	Financial Advisor Signature
	 	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

(for confirmations)




 






Street Address




 






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Dear Sir/Madam:



1. Subscription for Units. By submitting this Subscription Agreement and Power of
Attorney and by payment of the purchase price for units of beneficial interest (“Units”) in
the applicable fund (a “Fund”) of BrookshireTM Raw Materials (U.S.) Trust (the
“Trust”), I hereby subscribe for the number of Units in the applicable Fund set forth on
the cover page to this Subscription Agreement and Power of Attorney. The purchase price for such
Units is $10.00 per Unit during the Initial Offering Period and then-current net asset value per
Unit of the applicable Fund(s) as per the Valuation Point on the Subscription Date during the
Continuous Offering Period. The terms of the offering of the Units are described in the
Prospectus. Brookshire Raw Materials Management, LLC (the “Managing Owner”) or the
Administrator may, in its sole and absolute discretion, accept or reject any subscription in whole
or in part. In this Subscription Agreement and Power of Attorney, 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.



2. Representation and Warranties of Subscriber. I hereby represent and warrant to the
Trust, the Funds and the Managing Owner as follows:





	(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)	 	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). 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. I will furnish the
Administrator or Managing Owner, as applicable, with such
other documents as either of them may request to evaluate
this subscription.
	 
	(3)	 	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.
	 
	(4)	 	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.
	 
	(5)	 	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.
	 
	(6)	 	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.
	 
	(7)	 	Unless (8) or (9) below is applicable, I am
purchasing Units for my own account and not
as trustee, custodian or nominee for
another.
	 
	(8)	 	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.
	 
	(9)	 	If I am subscribing on behalf of a
corporation, limited liability corporation,
partnership or limited partnership, 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






3









 






	 	 	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.
	 
	(10)	 	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.
	 
	(11)	 	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.
	 
	(12)	 	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.
	 
	(13)	 	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.
	 
	(14)	 	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.
	 
	(15)	 	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).
	 
	(16)	 	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 items (12)
– (15) herein are made by me on
behalf of and with respect to both
me and all such investors or
beneficial owners.
	 
	(17)	 	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 (12) – (15) herein 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.
	 
	(18)	 	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.
	 
	(19)	 	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.







 




			
	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









 









By making these representations and warranties, I am not waiving any rights of action which I may
have under applicable federal or state securities laws. Federal and state securities law provides
that any such waiver would be unenforceable. I should be aware, however, that the representations
and warranties set forth herein may be asserted in the defense of the Trust, the Funds, the
Managing Owner, or others in any subsequent litigation or other proceeding.




3. Covenants of Subscriber. By executing and submitting this Subscription Agreement
and Power of Attorney, I hereby covenant to and agree with the Trust, the Funds and the Managing
Owner as follows:




	(1)	 	To promptly provide any information deemed necessary by the Trust, the
Trustee, the Managing Owner and my Selling Agent to comply with its anti-money
laundering program and related responsibilities from time to time and to confirm
that I am not a prohibited investor described in paragraphs (12) to (15) above.
	 
	(2)	 	To promptly inform the Managing Owner if any event occurs that results or is
reasonably likely to result in me becoming a prohibited investor as described in
paragraph (12) to (15) above.
	 
	(3)	 	Any redemption proceeds paid to me will be paid to the same account from which my
investment in the applicable Fund was originally remitted, unless the Managing
Owner or the Administrator agrees otherwise.
	 
	(4)	 	Unless I have checked the box under Item 10 on the cover page of the Subscription
Agreement and Power of Attorney, I am consenting to electronic delivery of
periodic reports for each Fund and the Trust, including:






	 	•	 	annual reports that contain audited financial statements; and
	 
	 	•	 	monthly reports that contain unaudited condensed financial statements.






I agree to download these reports from the Trust’s website once I have been
notified by e-mail that such reports have been posted. I must have an e-mail
address to use this service and must provide my e-mail address in Item 10 of the
cover page of the Subscription Agreement and Power of Attorney. If I elect to
receive these reports electronically, I will not receive paper copies of the
reports in the mail, unless I later revoke my consent. I may revoke my consent and
receive paper copies at any time by notifying the Managing Owner in writing at
1000 Hart Road, Suite 210, Barrington, Illinois 60010. Furthermore, if my e-mail
address changes, I must immediately advise the Trust, c/o the Managing Owner, at
the address above.



4. Acknowledgement of, Consent to and Agreement Regarding Subordination and Limitation on
Interseries Liability. In my capacity as a Subscriber for Units in a Fund that are the subject
of this Agreement (a “Contracting Fund”), I hereby agree and consent (the
“Consent”) to look solely to the assets (the “Contracting Fund Assets”) of the
relevant Contracting Fund and to the Managing Owner and its assets (to the extent of the Units
owned by the Managing Owner in such Fund) for payment in respect of any claim against or obligation
of such Fund and not against the assets of the Trust generally or of any other Fund. The
Contracting Fund Assets of a particular Fund include only those funds and other assets that are
paid, held or distributed to the Trust on account of and for the benefit of such Contracting Fund,
including, without limitation, funds delivered to the Trust for the purchase of Units in such Fund.
In furtherance of the Consent, I agree, with respect to each Contracting Fund, that (i) any debts,
liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and
descriptions (collectively, “Claims”) of such Contracting Fund incurred, contracted for or
otherwise existing and (ii) any Units, beneficial interests or equity ownership of any kind
(collectively, “Units”) of such Contracting Fund, arising from, related to or in connection
with the Trust and its assets and the Contracting Fund and the Contracting Fund Assets, shall be
subject to the following limitations:




(a) (i) except as set forth below, my Claims and Units, if any, (collectively, the
“Subordinated Claims and Units”) incurred, contracted for or otherwise existing, arising
from, related to or in connection with a Contracting Fund, the Contracting Fund Assets, and assets
of the Trust shall be expressly subordinate and junior in right of payment to any and all other
claims against and Units in the Trust and any Contracting Fund thereof, and any of their respective
assets, which may arise as a matter of law or pursuant to any contract; provided, however, that my
bona fide Claims (if any) against and Units (if any) in the applicable Contracting Fund shall be
pari passu and equal in right of repayment and distribution with all other bone fide Claims against
the Contracting Fund, (ii) I will not take, demand or receive from any Fund or the Trust or any of
their respective assets (other than the Contracting Fund or the Contracting Fund Assets) any
payment for the Subordinated Claims and Units except in accordance with this subsection;




(b) my Claims and Units with respect to the Contracting Fund shall only be asserted and
enforceable against the Contracting Fund, the Contracting Fund Assets and the Managing Owner and
its assets; and such Claims and Units shall not be asserted or enforceable for any reason
whatsoever against any other Fund, the Trust generally or any of their respective assets;



5









 






(c) if my Claims against the Contracting Fund or the Trust are secured in whole or in part, I
hereby waive (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § 1111(b))) any right to have
any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate
to satisfy such Claims) treated as unsecured Claims against the Trust or any Fund (other than the
Contracting Fund), as the case may be;




(d) in furtherance of the foregoing, if and to the extent that I receive monies in connection
with the Subordinated Claims and Units from a Fund or the Trust (or their respective assets), other
than the Contracting Fund, the Contracting Fund Assets and the Managing Owner and its assets and
except as permitted above, I shall be deemed to hold such monies in trust and shall promptly remit
such monies to the Fund or the Trust that paid such amounts for distribution by the Fund or the
Trust in accordance with the terms hereof; and




(e) the foregoing Consent shall apply at all times notwithstanding that the Claims are
satisfied, the Units are sold, transferred, redeemed or in any way disposed of and notwithstanding
that the agreements in respect of such Claims and Units are terminated, rescinded or canceled.




The representations and statements set forth herein may be asserted in the defense of the
Trust, the Funds, the Managing Owner, or others in any subsequent litigation or proceeding.



5. Power of Attorney. By submitting this Subscription Agreement and Power of Attorney,
and subscribing for Units, I hereby irrevocably constitute and appoint the Managing Owner and its
successors and assigns, as my true and lawful attorney-in-fact and agent, with full power of
substitution, in my name, place and stead, to (i) file, prosecute, defend, settle or compromise
litigation, claims or arbitrations on behalf of the Trust and each Fund in which I invest, and (ii)
execute, acknowledge, file and publish any Trust and Fund documents which may be considered
necessary or desirable by the Managing Owner, including, without limitation, the execution of such
certificates or other instruments which the Managing Owner deems appropriate or necessary in its
sole discretion to qualify or continue the Trust as a statutory trust, any instrument which may be
required to be filed by the Trust or a Fund under the Laws of any state or by any governmental
agency, or which the Managing Owner deems advisable or necessary in its sole discretion to file and
the Trust Agreement and any documents which may be required or appropriate to effect an amendment
to the Trust Agreement approved under the terms of the Trust Agreement or a continuation of the
Trust, the admission by me of the Power of Attorney as a Limited Owner or of others as additional
or Substituted Limited Owners, or the termination of the Trust, provided in each case such
continuation, admission or termination is in accordance with the terms of the Trust Agreement.



The Power of Attorney granted hereby is a special, irrevocable Power of Attorney coupled with an
interest, and shall survive, and shall not be affected by, my subsequent death, incapacity,
disability, liquidation, termination or dissolution or any delivery by me of an assignment of the
whole or any portion of my Units except under the circumstance referenced in Article XIV of the
Trust Agreement. The limitations on the Power of Attorney listed in
Article XIV of the Trust
Agreement shall apply to this Power of Attorney.



6. Governing Law. I hereby acknowledge and agree that this Subscription Agreement and
Power of Attorney shall be governed by and be interpreted in accordance with the laws of the State
of Delaware, without regard to its principles of conflicts of laws.



7. Irrevocability. I hereby acknowledge and agree that I am not entitled to cancel,
terminate or revoke this Subscription Agreement or any of my agreements herein after this
Subscription Agreement and Power of Attorney has been submitted (and not rejected) and that this
subscription and such agreements shall survive my death or disability, but shall terminate with the
full redemption of all my Units in the applicable Fund.



6









 





INSTRUCTIONS TO SUBSCRIPTION AGREEMENT FOR




BROOKSHIRETM 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.



INSTRUCTIONS (Please read carefully)





	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 or Taxpayer 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 representation apply only to the beneficiary
of that plan.
	 
	 	 
	Number 6

	 	Enter the full legal name of each Subscriber. For UGMA/UTMA (Minor),
enter the minor name in Number 6, followed






7









 






	 	 	 
	 

	 	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 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 page
	 
	 	 
	Financial 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.






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.





8









 










BROOKSHIRETM 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.




INSTRUCTIONS (Please read carefully)




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”).



I certify that the category or categories of accredited investor indicated by the placement of my
initials on the line(s) preceding the appropriate category or categories below are applicable to me
(us).



	 	 	 
	 

	 	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; or
	 
	 	 
	 

	 	Category 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; or
	 
	 	 
	 


	 	Category 10. A private business development
company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940; or 
	 


	 	 
	 
	 	 
	 

	 	Category 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
	 


	 	 






9









 






	 	 	 
	 

	 	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; or
	 
	 	 
	 

	 	Category 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; or
	 
	 	 
	 

	 	Category 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; or
	 
	 	 
	 

	 	Category 16. An entity in which all of the equity owners are accredited investors.
	 


	 	 






I agree to cooperate with and furnishing such additional information to the Trust as may be
requested in order to verify my status as an accredited investor.



Dated:                                        




Name:                                        




Individual
Signature (if applicable):                                         




Entity Name:                                        




By:                                        




Name:                                        




Title:                                        




10









 





BROOKSHIRETM 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.




INSTRUCTIONS (Please read carefully)





	 	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.






Signature of Subscriber:                                         




Name of Subscriber:                                         



Date:                                         




11