DISTRIBUTION SERVICES AGREEMENT
DISTRIBUTION SERVICES AGREEMENT dated as of November , 2006 (this “Agreement”) among PowerShares DB US Dollar Index Trust, a Delaware statutory trust organized in series (the “Trust”), each series of the Trust as set forth on Schedule A attached hereto, and as it may be amended from time-to-time (individually, each a “Fund” and collectively, the “Funds”), ALPS Distributors, Inc., a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934 (the “Distributor”), and DB Commodity Services LLC, a Delaware limited liability company (the “Managing Owner”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed thereto in the Trust’s Prospectus included its Registration Statement on Form S-1 (Registration No. 333-136574), as it may be amended from time-to-time.
WHEREAS, the Managing Owner serves as the sole managing owner of each Fund; and
WHEREAS, each Fund wishes to employ Distributor in connection with the performance of the services listed in Schedule B and additional services as may be agreed from time-to-time.
NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties agree as follows:
1. Documents — The Trust has furnished or will furnish, upon request, the Distributor with copies of the Trust’s or, as applicable, each Fund’s Amended and Restated Declaration of Trust, advisory agreement, custodian agreement, transfer agency agreement, administration agreement, current prospectus, and statement of additional information, and all forms relating to any plan, program or service offered by each Fund. The Trust shall, on behalf of each Fund, furnish, within a reasonable time period, to the Distributor a copy of any amendment or supplement to any of the above-mentioned documents. Upon request, the Trust, on behalf of each Fund, shall furnish promptly to the Distributor any additional documents necessary or advisable to perform its functions hereunder. As used in this Agreement the terms “registration statement,” “prospectus” and “statement of additional information” shall mean any registration statement, prospectus and statement of additional information filed by the Trust and each Fund with the Securities and Exchange Commission (“SEC”) and any amendments and supplements thereto that are filed with the SEC.
2. Authorized Representations — The Distributor is not authorized by the Trust or any Fund to give any information or to make any representations other than those contained in the registration statement or prospectus and statement of additional information, or contained in shareholder reports or other material that may be prepared by or on behalf of the Trust or any Fund for the Distributor’s use. Consistent with the foregoing, the Distributor may prepare and distribute sales literature or other material as it may deem appropriate in consultation with the Trust and the Managing Owner, provided such sales literature complies with applicable law and regulations.
3. Registration of Shares — The Trust agrees that it will take all action necessary to register the Shares of each Fund under the Securities Act (subject to the necessary approval of its shareholders). The Trust shall make available to the Distributor, at the Distributor’s expense, such number of copies of its prospectus and statement of additional information as the Distributor may reasonably request. The Trust shall furnish to the Distributor copies of all information, financial statements and other papers, which the Distributor may reasonably request for use in connection with the distribution of Shares of each Fund.
4. Fees and Fund Expenses — (a) In consideration of the services to be performed for each Fund by the Distributor hereunder as set forth on Schedule B attached hereto and as it may be amended from time-to-time, the Managing Owner will pay the Distributor a fee in an amount to be agreed upon in writing by
the parties hereto from time-to-time, subject to any limitation imposed by any law, rule or regulation applicable to any of the parties hereto. It is understood and agreed among the parties hereto that certain of the services to be performed by the Distributor hereunder will be performed using registered representatives of the Distributor who are affiliates or employees of PowerShares Capital Management LLC.