Other definitive proxy statements

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Consent Solicitation Statement Pursuant to Section 14(a) of The Securities

Exchange Act of 1934

Filed by the Registrant þ Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Under Rule 14a-12

POWERSHARES DB COMMODITY INDEX TRACKING FUND

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
(1)

Amount previously paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:


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POWERSHARES DB COMMODITY INDEX TRACKING FUND

DB Commodity Services LLC

60 Wall Street

New York, New York 10005

Telephone:  (212) 250-2500

Invesco PowerShares Capital Management LLC

3500 Lacey Road, Suite 700

Downers Grove, Illinois 60515

Telephone:  (630) 933-9600

NOTICE OF CONSENT SOLICITATION

Dear holders, or Shareholders, of PowerShares DB Commodity Index Tracking Fund common units of beneficial interest, or the Shares:

This Notice of Consent Solicitation and the accompanying Consent Solicitation Statement and voting instruction form, or Written Consent, are furnished to you by DB Commodity Services LLC, which we refer to as DBCS or the Managing Owner, and Invesco PowerShares Capital Management LLC, or Invesco, in connection with a solicitation of written consents from the Shareholders to take action without a meeting. DBCS and Invesco are together sometimes referred to as we or us or our.

You are being asked to consider and consent to the following proposals:

•

to approve the substitution of Invesco for DBCS as managing owner of PowerShares DB Commodity Index Tracking Fund, which we refer to as the Fund, pursuant to the Fund’s Fourth Amended and Restated Declaration of Trust and Trust Agreement, or the Trust Agreement, and the transfer of DBCS’s General Units (as defined in the Trust Agreement) to Invesco pursuant to an Asset Purchase Agreement described in the enclosed Consent Solicitation Statement, which proposal we refer to as the Managing Owner Substitution Proposal; and

•

to approve and adopt the amendment and restatement of the Trust Agreement as described in the enclosed Consent Solicitation Statement and set forth in Annex A, or the Trust Amendment Proposal.

After careful consideration, the Managing Owner has approved and adopted the Asset Purchase Agreement (described in the enclosed Consent Solicitation Statement) and recommends that the Shareholders consent to the adoption and approval of the Managing Owner Substitution Proposal and the Trust Amendment Proposal, which we refer to, collectively, as the Proposals, presented to the Shareholders in

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the accompanying Consent Solicitation Statement. When you consider the recommendation of the Managing Owner in favor of approval of the Proposals, you should keep in mind that the Managing Owner has interests in the Managing Owner Substitution Proposal that are different from or in addition to (and which may conflict with) your interests as a Shareholder. See the section entitled “Summary of the Consent Solicitation Statement — Recommendation to the Shareholders.”

The solicitation is being made on the terms and subject to the conditions set forth in the accompanying Consent Solicitation Statement and Written Consent. As qualified in the manner described in the immediately following paragraph, to be counted, your properly completed Written Consent must be received before 5:00 p.m. New York Time, on February 19, 2015, subject to an extension of the time of termination by the Managing Owner or Invesco.

Because Section 11.3 of the Trust Agreement provides that Shareholders are deemed to have consented unless they timely object to proposals recommended by the Managing Owner, your consent will be deemed conclusively to have been granted unless you express written objection to the Proposals in the manner required by Section 15.4 of the Trust Agreement and your written objection is actually received by the Fund before 5:00 PM New York Time, on February 19, 2015. This means that if you are in favor of the Proposals, not responding will have the same effect as responding with your affirmative written consent.

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We thank you for your support and look forward to the successful adoption of the Proposals.

Sincerely,
January 23, 2015
DB COMMODITY SERVICES LLC

/s/ Alex N. Depetris

Alex N. Depetris

Chief Operating Officer and Director

INVESCO POWERSHARES CAPITAL MANAGEMENT LLC

/s/ Andrew Schlossberg

Andrew Schlossberg

Managing Director

The Consent Solicitation Statement is dated January 23, 2015, and is first being mailed to Shareholders on or about January 30, 2015.

Only holders of record of the Shares at the close of business on

January 8, 2015 are entitled to receive this Notice of Consent Solicitation and to consent to the Proposals.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY OR THE COMMODITY FUTURES TRADING COMMISSION HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE CONSENT SOLICITATION STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE MANAGING OWNER SUBSTITUTION PROPOSAL OR THE TRUST AMENDMENT PROPOSAL, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE CONSENT SOLICITATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

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POWERSHARES DB COMMODITY INDEX TRACKING FUND

DB Commodity Services LLC

60 Wall Street

New York, New York 10005

Telephone:  (212) 250-2500

Invesco PowerShares Capital Management LLC

3500 Lacey Road, Suite 700

Downers Grove, Illinois 60515

Telephone:  (630) 933-9600

CONSENT SOLICITATION STATEMENT

General

This Consent Solicitation Statement is furnished to you by DB Commodity Services LLC, which we refer to as DBCS or the Managing Owner, and Invesco PowerShares Capital Management LLC, or Invesco, in connection with the solicitation of written consents from the holders, or Shareholders, of common units of beneficial interest, or the Shares, in Powershares DB Commodity Index Tracking Fund, a Delaware statutory trust, which we refer to as the Fund, to take action without a meeting, or the Consent Solicitation. DBCS and Invesco are together sometimes referred to as we or us or our.

You are being asked to consider and consent to the following proposals:

•

to approve the substitution of Invesco for DBCS as managing owner of the Fund pursuant to the Fund’s Fourth Amended and Restated Declaration of Trust and Trust Agreement, or the Trust Agreement, and the transfer of DBCS’s General Units (as defined in the Trust Agreement) to Invesco pursuant to an Asset Purchase Agreement described in this Consent Solicitation Statement, or the Asset Purchase Agreement, which proposal we refer to as the Managing Owner Substitution Proposal; and

•

to approve and adopt the amendment and restatement of the Trust Agreement as described in this Consent Solicitation Statement and set forth in Annex A, or the Trust Amendment Proposal.

The Managing Owner Substitution Proposal and the Trust Amendment Proposal are sometimes referred to, collectively, as the Proposals.

The Managing Owner has adopted the Proposals and recommends that Shareholders consent to the Proposals .  The Managing Owner has decided to seek written consent rather than calling a meeting of Shareholders, in order to eliminate the costs and management time involved in holding a meeting. Pursuant to Section 3806(f) of the Delaware Statutory Trust Act, or the Act, unless otherwise provided in a statutory trust’s governing instrument, on any matter that is to be

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voted on by the Shareholders, the Shareholders may take such action without a meeting, without a prior notice and without a vote if consented to, in writing, or by electronic transmission by Shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Shares in the Fund entitled to vote thereon were present and voted. Written consents are being solicited from all of the Shareholders pursuant to Section 3806(f) of the Act and Section 11.3 of the Trust Agreement.

The close of business on January 8, 2015 has been established as the record date, or the Record Date, for determining Shareholders who are entitled to submit a voting instruction form, or the Written Consent. Shareholders holding a majority of the outstanding Shares (excluding Shares held by the Managing Owner and its affiliates) as of the close of business on the Record Date must consent to the Proposals for the Proposals to be approved by the Shareholders. As of the Record Date, the Fund had 213,800,040 Shares outstanding held by approximately two registered holders of record and approximately 86,370 beneficial holders. Consent materials, which include this Consent Solicitation Statement and a Written Consent, are being mailed to all Shareholders on or about January 30, 2015.

Any beneficial owner of the Fund who is not a record holder must arrange with the person who is the record holder or such record holder’s assignee or nominee to: (i) execute and deliver a Written Consent on behalf of the beneficial owner; or (ii) deliver a proxy so that the beneficial owner can execute and deliver a Written Consent on its own behalf.

Subject to the qualification described in the bolded paragraph below, Shareholders who wish to consent or object must deliver their properly completed and executed Written Consents to Broadridge Mutual Funds Solutions, or the Tabulation Agent, in accordance with the instructions in the Written Consents. The Fund reserves the right (but is not obligated) to accept any Written Consent received by any other reasonable means or in any form that reasonably evidences the giving of consent to the approval of the Proposals.

Because Section 11.3 of the Trust Agreement provides that Shareholders are deemed to have consented unless they timely object to proposals recommended by the Managing Owner, your consent will be deemed conclusively to have been granted unless you express written objection to the Proposals in the manner required by Section 15.4 of the Trust Agreement and your written objection is actually received by the Fund before the Expiration Date (as defined below). This means that if you are in favor of the Proposals, not responding will have the same effect as responding with your affirmative written consent.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY OR THE COMMODITY FUTURES TRADING COMMISSION HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS CONSENT SOLICITATION STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE MANAGING OWNER SUBSTITUTION PROPOSAL OR THE TRUST AMENDMENT PROPOSAL, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CONSENT SOLICITATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Requests for copies of this Consent Solicitation Statement should be directed to Computershare Fund Services, Inc., or the Information Agent, at 866-774-4940. This Consent Solicitation Statement is also available on the Fund’s website at: https://etfus.deutscheawm.com.

DBCS and Invesco expressly reserve the right, in their sole joint discretion and regardless of whether any of the conditions of the Consent Solicitation have been satisfied, subject to applicable law, at any time prior to 5:00 p.m. New York Time, on February 19, 2015, or the Expiration Date, to (i) terminate the Consent Solicitation for any reason, including if the consent of Shareholders holding a majority of the Fund’s outstanding Shares has been received, (ii) waive any of the conditions to the Consent Solicitation, or (iii) amend the terms of the Consent Solicitation.

The final results of the Consent Solicitation will be published in a Current Report on Form 8-K, or the Form 8-K, by the Fund. This Consent Solicitation Statement and the Form 8-K will constitute notice of taking of action without a meeting by less than unanimous written consent as permitted by applicable law and Section 11.3 of the Trust Agreement.

All questions as to the form of all documents and the validity and eligibility (including time of receipt) and acceptance of Written Consents and changes of Written Consents will be determined by the Managing Owner, in its sole discretion, which determination will be final and binding.

Changes of Written Consents

Written Consents may be changed by sending a later-dated, signed Written Consent to the Tabulation Agent, in accordance with the instructions in the Written Consent, so that it is received before the Expiration Date. No Written Consents may be changed after the Expiration Date.

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Solicitation of Consents

DBCS and Invesco are sending you this Consent Solicitation Statement in connection with their solicitation of Shareholder consent to approve the Proposals. DB U.S. Financial Markets Holding Corporation, a Delaware corporation and affiliate of the Managing Owner, or DBUSH, or an affiliate of DBUSH, and Invesco will pay for the costs of solicitation. DBUSH or an affiliate and Invesco will pay the reasonable expenses of brokers, nominees and similar record holders in mailing consent materials to beneficial owners of the Shares.

No Appraisal Rights

Under applicable Delaware law, the non-consenting Shareholders are not entitled to appraisal rights with respect to the Proposals, and the Fund will not independently provide the Shareholders with any such right.

Householding Matters

Shareholders sharing an address will each receive a copy of the Consent Solicitation Statement. However, only one Consent Solicitation Statement is being delivered to multiple Shareholders sharing an address, if such Shareholders have given their consent. Shareholders sharing an address can request delivery of a single copy of any consent solicitation statements in the future by contacting the financial institution through which the Shareholder holds the Shares.

The Fund will deliver promptly upon written or oral request a separate copy of the Consent Solicitation Statement to a Shareholder at a shared address to which a single copy of the documents was delivered. A Shareholder can notify the Fund that the Shareholder wishes to receive a separate copy of a Consent Solicitation Statement by contacting the Information Agent at 866-774-4940.

If the Shareholder wishes to receive a separate consent solicitation statement in the future, the Shareholder can notify the Fund by contacting the financial institution through which the Shareholder holds the Shares.

As of the Record Date, the closing price of the Shares was $17.76 per Share and the Fund’s total market capitalization was approximately $3,797,088,710.

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TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR SHAREHOLDERS

1

SUMMARY OF THE CONSENT SOLICITATION STATEMENT

7

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

9

WRITTEN CONSENT IN LIEU OF MEETING OF SHAREHOLDERS

11

THE MANAGING OWNER SUBSTITUTION PROPOSAL

14

Reason DBCS is Ceasing to Manage Products in the U.S. Commodities ETF Space

15

Reasons for the Managing Owner Substitution Proposal

15

Consent Required for Approval

15

Recommendation of the Managing Owner

16

THE TRUST AMENDMENT PROPOSAL

17

Reasons for the Trust Amendment Proposal

18

Consent Required for Approval of Trust Amendment Proposal

18

Recommendation of the Managing Owner

19

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

20

APPRAISAL RIGHTS

20

SHAREHOLDER PROPOSALS

20

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

20

WHERE YOU CAN FIND MORE INFORMATION

21

ANNEXES

Annex A — Trust Amendment

A-1

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR SHAREHOLDERS

The following questions and answers briefly address some commonly asked questions about the Proposals in connection with which your consent is being solicited. The following questions and answers do not include all the information that is important to the Shareholders. We urge Shareholders to read carefully this entire Consent Solicitation Statement, including the Annexes and the other documents referred to in this Consent Solicitation Statement.

Q: Why am I receiving this Consent Solicitation Statement?

A: You are being asked to consider and consent to the Proposals.

Q: What proposals are the subject of this Consent Solicitation?

A: You are being asked to consent to the following Proposals:

•

To approve the substitution of Invesco for DBCS as managing owner of the Fund pursuant to the Trust Agreement, which substitution we refer to as the Managing Owner Substitution, and the transfer of DBCS’s General Units (as defined in the Trust Agreement) to Invesco pursuant to the Asset Purchase Agreement; and

•

To approve and adopt the amendment and restatement of the Trust Agreement as described in this Consent Solicitation Statement and set forth in Annex A.

Q: Are the Proposals conditioned on one another?

A: Yes. The transactions contemplated by the Asset Purchase Agreement, pursuant to which Invesco and the Managing Owner have agreed, among other things, to substitute Invesco for DBCS as the Managing Owner with respect to the Fund and certain other funds, will be consummated only if both the Managing Owner Substitution Proposal AND the Trust Amendment Proposal are approved by the consent of the Shareholders.

Q: Are the Proposals conditioned on any other consent solicitation?

A:

Yes. Concurrently with this Consent Solicitation, equivalent proposals are being submitted to the shareholders of each of PowerShares DB Agriculture Fund, PowerShares DB Base Metals Fund, PowerShares DB Energy Fund, PowerShares DB G10 Currency Harvest Fund, PowerShares DB Gold Fund, PowerShares DB Oil Fund, PowerShares DB Precious Metals Fund, PowerShares DB Silver Fund, PowerShares DB US Dollar Index Bearish Fund and

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PowerShares DB US Dollar Index Bullish Fund, or, collectively, the Other Funds. The closing of the transactions contemplated by the Asset Purchase Agreement and the implementation of the Proposals is conditioned upon the approval of these equivalent proposals by shareholders of each of the Other Funds, as well as the approval of the Proposals by the Shareholders.

Q: Why is the Fund providing Shareholders with the opportunity to consent or object to the Proposals?

A: Under the current Trust Agreement, the substitution of a new managing owner for DBCS requires the approval of a majority of the Shareholders. The Trust Amendment Proposal also requires the consent of the Shareholders, as the proposed amendments may be viewed as being adverse to the interests of the Shareholders.

Q: What will happen in the Managing Owner Substitution?

A: At the closing of the Managing Owner Substitution, Invesco will acquire all the issued and outstanding General Units (as defined in the Trust Agreement) of the Fund, and will become the Fund’s managing owner, with full power and responsibility for management of the Fund.

Q: What effect will the Proposals have on the Fund’s investment objective or fees borne by Shareholders?

A: None. The Fund’s investment objective and any fees borne by Shareholders will not be affected by the Proposals and will continue to be as described in the Fund’s Prospectus.

Q: Why is DBCS ceasing to manage products in the U.S. commodities ETF space?

A: After consideration of the exchange-traded fund, or ETF, market generally and its goals specifically, DBCS made the determination that it would be in DBCS’ best interest to cease managing products in the U.S. commodities ETF space. After consideration of the ETF market generally and its goals specifically, Invesco made the determination that it wanted to expand its presence in the U.S. commodities ETF space by becoming the new managing owner of the Fund. Invesco also intends to launch other commodities-based ETF products in the U.S. in order to respond to developments in the market and investor preferences. The change of managing owner will be effected at the closing of the transaction by DBCS selling and transferring to Invesco the General Units of the Fund owned by DBCS, and the substitution of Invesco for DBCS as managing owner of the Trust, effective at the closing.

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Q: What conditions must be satisfied to complete the Managing Owner Substitution?

A: The Asset Purchase Agreement contains customary representations, warranties and covenants, as well as a requirement that Invesco achieve operational readiness as of the closing, and other covenants relevant to the transaction among the parties to the Asset Purchase Agreement. In addition, there are a number of closing conditions in the Asset Purchase Agreement, including that the Shareholders and the shareholders of each of the Other Funds have approved and adopted the Managing Owner Substitution Proposal and the Trust Amendment Proposal or equivalent proposals, as applicable. The completion of the Managing Owner Substitution is also conditioned upon:

•

the receipt of certain governmental consents and approvals;

•

the execution and delivery of a License Agreement with Invesco, pursuant to which Invesco will receive the right to use certain indexes and trademarks and other intellectual property regarding the Fund and the Other Funds;

•

the execution and delivery of a Services Agreement with Invesco, pursuant to which Invesco will be provided certain marketing and index calculation services regarding the Fund and the Other Funds; and

•

other customary conditions.

Q: Why is the Managing Owner proposing the Trust Amendment Proposal?

A: The Trust Amendment Proposal that we are asking the Shareholders to approve in connection with the Managing Owner Substitution reflects currently prevailing industry terms. Invesco is not willing to become managing owner of the Fund and the Other Funds unless the Trust Amendment Proposal and equivalent proposals for the Other Funds are approved. The Trust Amendment Proposal requires the consent of the Shareholders, as the proposed amendments may be viewed as being adverse to the interests of the Shareholders. See the section entitled “The Trust Amendment Proposal.”

Q: What happens if I sell my Shares in the Fund before the action by written consent?

A: Only holders of record of the Shares at the close of business on January 8, 2015 are entitled to consent or object to the Proposals. Therefore, if you sell your Shares after the Record Date, you will still be entitled to consent or object to the Proposals.

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Q: What consent is required to approve the Proposals?

A: The approval of the Managing Owner Substitution Proposal and the Trust Amendment Proposal each require the consent of the holders of a majority of the Shares (excluding Shares held by the Managing Owner and its affiliates). However, unless you express written objection to the Proposals in the manner required by Section 15.4 of the Trust Agreement and your written objection is actually received by the Fund before the Expiration Date, your consent will be deemed conclusively to have been granted to the Proposals. Implementation of the Proposals also is conditioned upon the approval of equivalent proposals by shareholders of the Other Funds.

Q: How many consents do I have in connection with this action by written consent?

A: The Shareholders are entitled to one consent in connection with this action by written consent for each Share of the Fund held of record as of January 8, 2015, or the Record Date, for such action. As of the close of business on the Record Date, there were 213,800,040 outstanding Shares.

Q: What constitutes a quorum in connection with this action by written consent?

A: There is no quorum requirement in connection with this action by written consent.

Q: Do I have appraisal rights if I object to the proposed Managing Owner Substitution?

A: No. There are no appraisal rights available to Shareholders in connection with the Managing Owner Substitution Proposal or the Trust Amendment Proposal.

Q: What happens if the Managing Owner Substitution Proposal and the Trust Amendment Proposal are not adopted?

A: If the Proposals are not adopted, the Managing Owner will continue to manage the Fund as before, but may consider finding another person to take over as managing owner of the Fund or dissolving the Fund. No decision in this regard has been made.

Q: When is the Managing Owner Substitution expected to be completed?

A: The Managing Owner Substitution is expected to be completed on or about February 20, 2015.

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Q: What do I need to do now?

A: You are urged to read carefully and consider the information contained in this Consent Solicitation Statement, including the Annexes and other documents referred to in this Consent Solicitation Statement. You should consider how the Managing Owner Substitution Proposal and the Trust Amendment Proposal will affect you as a Shareholder. You should then deliver your Written Consent as soon as possible as provided by the instructions in the enclosed Written Consent. If you hold your Shares through a brokerage firm, bank or other nominee, please review the instruction form provided by the broker, bank or nominee.

Q: How do I deliver my Written Consent?

A: To affirmatively register your approval or objection to the Proposals, you must deliver your properly completed and executed Written Consent to the Tabulation Agent, as provided by the instructions in the Written Consent.

Q: What will happen if I do nothing?

A: Unless you express written objection to the Proposals in the manner required by Section 15.4 of the Trust Agreement and your written objection is actually received by the Fund before the Expiration Date, your consent will be deemed conclusively to have been granted to the Proposals.

Q: If my Shares are held in “street name,” will my broker, bank or nominee automatically deliver my Written Consent for me?

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot consent or object in respect of your Shares on non-discretionary matters unless you provide instructions on how to complete the Written Consent in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the Proposals will be considered non-discretionary. Therefore, your broker, bank, or nominee cannot consent or object in respect of your Shares without your instruction. If you do not provide instructions to your broker, bank, or nominee, your broker, bank, or nominee may deliver a Written Consent expressly indicating that it is NOT consenting or objecting in respect of your Shares. This is referred to as a “broker non-vote.” Any broker non-vote will be interpreted as a consent and as an authorization to pursue the Proposals. Your bank, broker, or other nominee can consent or object in respect of your Shares only if you provide instructions on how to complete the

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Written Consent. You should instruct your broker, bank or nominee to complete the Written Consent in accordance with directions you provide.

Q: May I change my Written Consent after I have mailed my signed Written Consent?

A: Yes. You may change your Written Consent by sending a later-dated, signed Written Consent to the Tabulation Agent at 1155 Long Island Avenue, Edgewood New York 11717, so that it is received before the Expiration Date.

Q: What should I do if I receive more than one set of consent materials?

A: You may receive more than one set of consent materials, including multiple copies of this Consent Solicitation Statement and multiple Written Consents. For example, if you hold your Shares in more than one brokerage account, you will receive a separate Written Consent for each brokerage account in which you hold Shares. Please complete, sign, date and return each Written Consent and instruction card that you receive in order to deliver your Written Consent with respect to all of your Shares.

Q: Who can help answer my questions?

A: If you have questions about the Proposals or you need additional copies of the Consent Solicitation Statement or the enclosed Written Consent, you should contact the Information Agent at 866-774-4940.

To obtain timely delivery, Shareholders must request the materials no later than ten business days prior to the date by which Written Consents must be returned. This Consent Solicitation Statement is also available on the Fund’s website at: https://etfus.deutscheawm.com.

You may also obtain additional information about the Fund from documents filed with the Securities and Exchange Commission, or the SEC, by following the instructions in the section entitled “Where You Can Find More Information.”

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SUMMARY OF THE CONSENT SOLICITATION STATEMENT

This summary highlights selected information from this Consent Solicitation Statement and does not contain all of the information that is important to you. To better understand the Proposals for which consent is being solicited, you should read this entire Consent Solicitation Statement carefully, including the Annexes and other documents referred to in this Consent Solicitation Statement. See also the section entitled “Where You Can Find More Information.”

The Proposals

You are being asked to consider and consent to proposals:

•

to approve the substitution of Invesco for DBCS as managing owner of the Fund pursuant to the Trust Agreement and the transfer of DBCS’s General Units (as defined in the Trust Agreement) to Invesco pursuant to the Asset Purchase Agreement; and

•

to approve and adopt the amendment and restatement of the Trust Agreement as described in this Consent Solicitation Statement and set forth in Annex A.

Concurrently with this Consent Solicitation, equivalent proposals are being submitted to the shareholders of each of the Other Funds. The closing of the transactions contemplated by the Asset Purchase Agreement and the implementation of the Proposals is conditioned upon the approval of these equivalent proposals by the shareholders of each of the Other Funds, as well as the approval of the Proposals by the Shareholders. Invesco is not willing to be substituted for DBCS as managing owner of the Fund unless the Trust Amendment Proposal is approved.

Required Consents for Proposals

The approval of the Managing Owner Substitution Proposal and the Trust Amendment Proposal each require the consent of the holders of a majority of the Shares (excluding Shares held by the Managing Owner and its affiliates). Because Section 11.3 of the Trust Agreement provides that Shareholders are deemed to have consented unless they timely object to proposals recommended by the Managing Owner, your consent will be deemed conclusively to have been granted unless you express written objection to the Proposals in the manner required by Section 15.4 of the Trust Agreement and your written objection is actually received by the Fund before the Expiration Date. This means that if you are in favor of the Proposals, not responding will have the same effect as responding with your affirmative written consent.

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Each of the Managing Owner Substitution Proposal and the Trust Amendment Proposal is conditioned on the approval of the other. Implementation of the Proposals also is conditioned upon the approval of equivalent proposals by shareholders of the Other Funds.

Recommendation to the Shareholders

The Managing Owner believes that, together, the Managing Owner Substitution Proposal and the Trust Amendment Proposal for which consents are being solicited are in the best interests of the Fund and the Shareholders and recommends that the Shareholders consent to each of these Proposals.

When you consider the recommendation of the Managing Owner in favor of approval of these Proposals, you should keep in mind that the Managing Owner has interests in the Managing Owner Substitution that are different from, or in addition to (and which may conflict with), your interests as a Shareholder. These interests include, among other things:

Affiliates of the Managing Owner expect to earn licensing fees and servicing fees after the Managing Owner Substitution in respect of the Fund and certain other investment funds sponsored by Invesco. These licensing and servicing arrangements may, in the aggregate, be more profitable for DBCS than if DBCS were to continue to be Managing Owner of the Fund.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this Consent Solicitation Statement. These forward-looking statements relate to expectations for future financial performance, business strategies and the business of the Fund, and the timing of, and ability of DBCS and Invesco to complete, the Managing Owner Substitution. Specifically, forward-looking statements may include statements relating to:

•

the benefits of the Proposals;

•

the future financial performance of the Fund following the Managing Owner Substitution; and

•

other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this Consent Solicitation Statement and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to grant your consent on the Proposals set forth in this Consent Solicitation Statement. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of the Fund may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•

There can be no assurance that Invesco will be able to cause the net asset value per Share to closely track the changes in the Fund’s benchmark index over time.

•

Although Invesco manages a number of exchange-traded funds that use financial futures as part of their investment strategy, Invesco has only a short history of operating an exchange-traded fund that invests in a broad range of commodity futures contracts related to a futures index. The past performance of these funds is no indication of its ability to manage exchange-traded investment vehicles that track a commodities index such as the Fund.

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•

None of the investment professionals currently responsible for managing the Fund are expected to be employed by Invesco, and an entirely new team of investment professionals is expected to be responsible for managing the Fund. If the experience of Invesco and its principals is not adequate or suitable to manage investment vehicles such as the Fund, the operations of the Fund may be adversely affected.

•

Invesco expects to launch new futures-based exchange-traded funds in the future. Invesco’s devotion of time and effort to other existing exchange-traded funds or to newly formed exchange-traded funds may be detrimental to the Trust and the Fund.

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WRITTEN CONSENT IN LIEU OF MEETING OF SHAREHOLDERS

General

DBCS and Invesco are furnishing this Consent Solicitation Statement to Shareholders as part of the solicitation of consents for use in connection with the proposed actions by written consent of Shareholders without a meeting. This Consent Solicitation Statement is first being mailed to the Shareholders on or about January 30, 2015. This Consent Solicitation Statement provides you with information you need to know to be able to consent (or object) or to instruct your consent to be given (or objection to be made) to the proposed actions.

Expiration Date

To be eligible to be counted, Written Consents must be received by the Tabulation Agent at any time prior to 5:00 p.m. New York Time, on February 19, 2015.

Method and Cost of Solicitation

Consent materials, which include this Consent Solicitation Statement and the enclosed Written Consent, are being mailed to all Shareholders on or about January 30, 2015.

The Managing Owner and Invesco are sending you this Consent Solicitation Statement in connection with its solicitation of Shareholder consent to approve the Proposals. DBUSH (or an affiliate) and Invesco will pay for the costs of solicitation. DBUSH (or an affiliate) and Invesco will pay the reasonable expenses of brokers, nominees and similar record holders in mailing consent materials to beneficial owners of the Shares.

Voting Power; Record Date

The close of business on January 8, 2015, has been established as the Record Date for determining Shareholders who are entitled to submit Written Consents. The Shareholders are entitled to one consent in connection with this action by written consent for each Share of the Fund held as of the Record Date. Shareholders holding a majority of the outstanding Shares (excluding Shares held by the Managing Owner and its affiliates) as of the close of business on the Record Date must vote in favor of the Proposals for the Proposals to be approved by the Shareholders. As of the Record Date, the Fund had 213,800,040 Shares outstanding held by approximately two registered holders of record and approximately 86,370 beneficial holders.

Required Consent for Proposals

The approval of the Managing Owner Substitution Proposal and the Trust Amendment Proposal each require the consent of the holders of a

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majority of the Shares (excluding Shares held by the Managing Owner and its affiliates). Because Section 11.3 of the Trust Agreement provides that Shareholders are deemed to have consented unless they timely object to proposals recommended by the Managing Owner, your consent will be deemed conclusively to have been granted unless you express written objection to the Proposals in the manner required by Section 15.4 of the Trust Agreement and your written objection is actually received by the Fund before the Expiration Date. This means that if you are in favor of the Proposals, not responding will have the same effect as responding with your affirmative written consent.

Each of the Managing Owner Substitution Proposal and the Trust Amendment Proposal is conditioned on the approval of the other. Implementation of the Proposals also is conditioned upon the approval of equivalent proposals by shareholders of the Other Funds.

Recommendation to the Shareholders

The Managing Owner believes that, together, the Managing Owner Substitution Proposal and the Trust Amendment Proposal for which consents are being solicited are in the best interests of the Fund and the Shareholders and recommends that the Shareholders consent to each of these Proposals.

Broker Non-Votes and Abstentions

Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot consent or object in respect of your Shares with respect to non-discretionary matters, unless you provide instructions on how to complete the Written Consent in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the Proposals will be considered non-discretionary. Therefore, your broker, bank, or nominee cannot consent or object in respect of your Shares without your instruction. If you do not provide instructions to your broker, bank, or nominee, your bank, broker, or nominee may deliver a Written Consent expressly indicating that it is NOT consenting or objecting in respect of your Shares. This is referred to as a “broker non-vote.” For the reason described above, any broker non-vote will be interpreted as a consent and as an authorization to pursue the Proposals. Your bank, broker, or other nominee can consent or object in respect of your Shares only if you provide instructions on how to complete the Written Consent. You should instruct your broker, bank or nominee to complete the Written Consent in accordance with directions you provide.

Giving Consent

Shareholders who wish to consent may deliver their properly completed and executed Written Consents to the Tabulation Agent, as provided by the instructions in the Written Consents. The Fund reserves the right

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(but is not obligated) to accept any Written Consent received by any other reasonable means or in any form that reasonably evidences the giving of consent to the approval of the Proposals.

Changing Your Written Consent

If you deliver a Written Consent, you may change it by sending a later-dated, signed Written Consent to the Tabulation Agent, in accordance with the instructions in the Written Consent, so that it is received before the Expiration Date.

Who Can Answer Your Questions About Consents

If you have questions about the Proposals or you need additional copies of the Consent Solicitation Statement or the enclosed Written Consent, you should contact the Information Agent at 866-774-4940.

This Consent Solicitation Statement is also available on the Fund’s website at: https://etfus.deutscheawm.com.

Appraisal Rights

Appraisal rights are not available to holders of the Shares in connection with the Proposals, and the Fund will not independently provide the Shareholders with any such right.

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THE MANAGING OWNER SUBSTITUTION PROPOSAL

We are asking the Shareholders to approve the substitution of Invesco for DBCS as managing owner of the Fund pursuant to the Trust Agreement. We are requesting this approval because DBCS, the current managing owner of the Fund, has entered into an Asset Purchase Agreement, pursuant to which it has agreed to sell and transfer to Invesco all of the General Units (as defined in the Trust Agreement) of the Fund owned by DBCS, which are all of the issued and outstanding General Units and certain other assets pertaining to the management of the Fund, including: (i) books and records; (ii) governmental approvals and related applications (to the extent the transfer is permitted at law); (iii) rights to causes of action and claims with respect to DBCS’ ownership or use of the transferred assets; (iv) guarantees, warranties, indemnities and similar rights in favor of DBCS with respect to the transferred assets; and (v) certain intellectual property rights. Under the Asset Purchase Agreement, Invesco will assume the obligations of DBCS or its affiliates pertaining to the management of the Fund and that are to be performed after the closing date pursuant to:

•

certain existing agreements, contracts or instruments that DBCS and/or its affiliates (as the case may be) will assign to Invesco; and

•

the organizational documents of the Fund (and DBCS or its affiliates will retain responsibility for obligations pertaining to the management of the Fund arising on or prior to the closing date).

The Asset Purchase Agreement contains customary representations, warranties and covenants, as well as a requirement that Invesco achieve operational readiness as of the closing, and other covenants relevant to the transaction among the parties to the Asset Purchase Agreement. The closing of the transaction contemplated by the Asset Purchase Agreement is conditioned upon, among other things:

•

the receipt of certain governmental consents and approvals;

•

the receipt of the approval of the Shareholders with respect to both Proposals;

•

the receipt of the approval of the shareholders of each Other Fund with respect to equivalent proposals;

•

the execution and delivery of a License Agreement with Invesco, pursuant to which Invesco will receive the right to use certain indexes and trademarks and other intellectual property regarding the Fund and the Other Funds;

•

the execution and delivery of a Services Agreement with Invesco, pursuant to which Invesco is provided certain marketing and index calculation services regarding the Fund and the Other Funds; and

•

other customary conditions.

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The Asset Purchase Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Asset Purchase Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties. We do not believe that the Asset Purchase Agreement contains information that is material to a decision as to whether to approve the Managing Owner Substitution Proposal.

Reason DBCS is Ceasing to Manage Products in the U.S. Commodities ETF Space

After consideration of the ETF market generally and its goals specifically, DBCS made the determination that it would be in DBCS’ best interest to cease managing products in the U.S. commodities ETF space. After consideration of the ETF market generally and its goals specifically, Invesco made the determination that it wanted to expand its presence in the U.S. commodities ETF space by becoming the new managing owner of the Fund. Invesco also intends to launch other commodities-based ETF products in the U.S. in order to respond to developments in the market and investor preferences. The change of managing owner will be effected at the closing of the transaction by DBCS selling and transferring to Invesco the General Units of the Fund owned by DBCS, and the substitution of Invesco for DBCS as managing owner of the Trust, effective at the closing.

Reasons for the Managing Owner Substitution Proposal

We are asking the Shareholders to adopt the Managing Owner Substitution Proposal because its adoption is a condition to the closing of the Asset Purchase Agreement.

The Managing Owner is proposing to appoint Invesco as its replacement, because DBCS would prefer to cease to be the Managing Owner. Invesco is willing to replace DBCS as the Managing Owner, subject to certain conditions, including the adoption of the proposed amendments to the Trust Agreement.

Consent Required for Approval

Shareholders holding a majority of the outstanding Shares (excluding Shares held by the Managing Owner and its affiliates) as of the close of business on the Record Date must consent to the Managing Owner Substitution Proposal for such Proposal to be approved by the Shareholders.

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Because Section 11.3 of the Trust Agreement provides that Shareholders are deemed to have consented unless they timely object to proposals recommended by the Managing Owner, your consent will be deemed conclusively to have been granted unless you express written objection to the Proposals in the manner required by Section 15.4 of the Trust Agreement and your written objection is actually received by the Fund before the Expiration Date. This means that if you are in favor of the Proposals, not responding will have the same effect as responding with your affirmative written consent.

Recommendation of the Managing Owner

THE MANAGING OWNER RECOMMENDS THAT THE SHAREHOLDERS CONSENT TO THE MANAGING OWNER SUBSTITUTION PROPOSAL.

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THE TRUST AMENDMENT PROPOSAL

The following sets forth a summary of the principal changes proposed to be made to the current Trust Agreement. The Managing Owner believes these changes are consistent with prevailing industry terms. This summary is qualified by reference to the complete text of the proposed Trust Agreement, a copy of which, compared to the current Trust Agreement, is attached to this Consent Solicitation Statement as Annex A. All Shareholders are encouraged to read the proposed Trust Agreement in its entirety for a more complete description of its terms. Under the Trust Amendment Proposal:

•

The general liability of the managing owner is eliminated;

•

The requirement that the managing owner obtain the approval of a majority of the Shareholders prior to appointing an affiliate as an additional managing owner is eliminated;

•

The requirement that notice be given to, and approval obtained from, the Shareholders with respect to change of control transactions of the managing owner with non-affiliates is eliminated;

•

The managing owner may transfer its units to any person or appoint any person a managing owner without receiving Shareholder approval;

•

The standard description of the conduct of the managing owner as a fiduciary of the Fund is changed to eliminate express duties of good faith and due diligence;

•

The exculpation of the managing owner applies to any person, not solely to the Fund and the managing owner’s affiliates;

•

The exculpation of the managing owner does not apply to conduct constituting gross negligence (as opposed to negligence) or willful misconduct (as opposed to misconduct);

•

The Fund’s indemnity of the managing owner is changed to cover affiliates of the managing owner;

•

The good faith determination required with respect to an eligible indemnitee’s conduct must also be reasonable;

•

A potential indemnitee’s failure to meet the standard of conduct requiring good faith and reasonable belief must be finally adjudicated;

•

Negligence, misconduct and a breach of the Trust Agreement do not disqualify an indemnitee from indemnification, but gross negligence and willful misconduct do;

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•

The requirement of court disposition of claims and court approval with respect to indemnification for certain breaches of securities law is eliminated;

•

The requirement that a court approve any advance of expenses to the managing owner incurred defending a legal action initiated by a Shareholder is eliminated;

•

The requirement that items of loss and deduction in excess of the managing owner’s capital account balance otherwise allocable to the managing owner be allocated to the Shareholders is eliminated;

•

The provision requiring legal opinions in connection with amendments of the Trust Agreement is eliminated; and

•

Following dissolution of the Trust and liquidation and distribution of its assets, the make-up capital contribution no longer is required from the managing owner.

Reasons for the Trust Amendment Proposal

We are asking the Shareholders to adopt the Trust Amendment Proposal because its adoption is a condition to the closing of the Asset Purchase Agreement.

The Managing Owner is proposing to make the amendments to the Trust Agreement described above because Invesco’s willingness to replace DBCS as the managing owner of the Fund is conditioned upon, among other things, the adoption of such amendments to the Trust Agreement. The Managing Owner believes these amendments are consistent with prevailing industry terms.

Consent Required for Approval of Trust Amendment Proposal

Shareholders holding a majority of the outstanding Shares (excluding Shares held by the Managing Owner and its affiliates) as of the close of business on the Record Date must vote in favor of the Trust Amendment Proposal for such Proposal to be approved by the Shareholders.

Because Section 11.3 of the Trust Agreement provides that Shareholders are deemed to have consented unless they timely object to proposals recommended by the Managing Owner, your consent will be deemed conclusively to have been granted unless you express written objection to the Proposals in the manner required by Section 15.4 of the Trust Agreement and your written objection is actually received by the Fund before the Expiration Date. This means that if you are in favor of the Proposals, not responding will have the same effect as responding with your affirmative written consent.

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Recommendation of the Managing Owner

THE MANAGING OWNER RECOMMENDS THAT THE SHAREHOLDERS CONSENT TO THE TRUST AMENDMENT PROPOSAL.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The Fund has no officers or directors. The following table sets forth certain information regarding beneficial ownership of General Shares of the Fund and the Shares as of December 31, 2013, by management. No person is known by us to own beneficially more than 5% of the outstanding shares of such class.

Title of Class

Name and Address of Beneficial
Owner

Amount and
Nature  of

Beneficial
Ownership

Percent

of Class

General Shares

DB Commodity Services LLC

60 Wall Street

New York, New York 10005

40 100%

Shares

Martin Kremenstein 100 Less than 0.01%
Directors and Officers of DB Commodity Services LLC as a group 100 Less than 0.01%

The Fund has no securities authorized for issuance under equity compensation plans.

APPRAISAL RIGHTS

Shareholders do not have appraisal rights in connection with the Proposals under Delaware law, and the Fund will not independently provide Shareholders with any such right.

SHAREHOLDER PROPOSALS

There are no proposals by any security holder which are, or could have been, included within this Consent Solicitation Statement.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

Shareholders sharing an address will each receive a copy of the Consent Solicitation Statement. However, only one Consent Solicitation Statement is being delivered to multiple Shareholders sharing an address, if such Shareholders have given their consent. Shareholders sharing an address can request delivery of a single copy of any consent solicitation statements in the future by contacting the financial institution through which the Shareholder holds the Shares.

The Fund will deliver promptly upon written or oral request a separate copy of the Consent Solicitation Statement to a Shareholder at a shared address to which a single copy of the documents was delivered. A Shareholder can notify the Fund that the Shareholder wishes to receive a separate copy of a Consent Solicitation Statement by contacting the Information Agent at 866-774-4940.

If the Shareholder wishes to receive a separate consent solicitation statement in the future, the Shareholder can notify the Fund by contacting the financial institution through which the Shareholder holds the Shares.

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WHERE YOU CAN FIND MORE INFORMATION

The Fund files reports, consent solicitation statements and other information with the SEC as required by the Securities Exchange Act of 1934. You can read the Fund’s SEC filings, including this Consent Solicitation Statement, over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document the Fund files with the SEC at the SEC public reference room located at 100 F Street, N.E., Room 1580 Washington, D.C., 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the materials described above at prescribed rates by writing to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549.

If you have questions about the Proposals for which consent has been solicited herein or you would like additional copies of this Consent Solicitation Statement, you should contact the Information Agent at 866-774-4940.

If you are a Shareholder of the Fund and would like to request documents, please do so by February 5, 2015, in order to receive them before the Expiration Date . If you request any documents from the Information Agent, the Tabulation Agent will mail them to you by first class mail, or another equally prompt means. This Consent Solicitation Statement is also available on the Fund’s website at: https://etfus.deutscheawm.com.

All information contained or incorporated by reference in this Consent Solicitation Statement relating to the Fund or the Managing Owner has been supplied by the Fund or the Managing Owner, and all such information relating to Invesco has been supplied by Invesco. Information provided by the Fund, the Managing Owner or Invesco does not constitute a representation, estimate or projection of any other party.

This document is a Consent Solicitation Statement of DBCS and Invesco for the proposed actions by written consent. We have not authorized anyone to give any information or make any representation about the Proposals that is different from, or in addition to, that contained in this Consent Solicitation Statement. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies.

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ANNEX A

TRUST AMENDMENT

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FOURTH FIFTH AMENDED AND RESTATED

DECLARATION OF TRUST

AND

TRUST AGREEMENT

OF

POWERSHARES DB COMMODITY INDEX TRACKING FUND

Dated as of November 12, 2012 [ — ], 20[ — ]

By and Among

DB COMMODITY SERVICES INVESCO POWERSHARES CAPITAL MANAGEMENT LLC

WILMINGTON TRUST COMPANY

and

THE UNITHOLDERS

from time to time hereunder

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Page
ARTICLE I
DEFINITIONS; THE TRUST 6

SECTION 1.1

Definitions 6

SECTION 1.2

Name 15

SECTION 1.3

Delaware Trustee; Business Offices 15

SECTION 1.4

Declaration of Trust 15

SECTION 1.5

Purposes and Powers 16

SECTION 1.6

Tax Treatment 16

SECTION 1.7

General Liability of the Managing Owner 12

SECTION 1.8 1.7

Legal Title 13 18
ARTICLE II
THE TRUSTEE 13 18

SECTION 2.1

Term; Resignation 13 18

SECTION 2.2

Powers 18

SECTION 2.3

Compensation and Expenses of the Trustee 19

SECTION 2.4

Indemnification 19

SECTION 2.5

Successor Trustee 19

SECTION 2.6

Liability of Trustee 14 20

SECTION 2.7

Reliance; Advice of Counsel 15 21

SECTION 2.8

Payments to the Trustee 22
ARTICLE III
UNITS; CAPITAL CONTRIBUTIONS; CREATIONS AND ISSUANCE OF CREATION BASKETS 22

SECTION 3.1

General 22

SECTION 3.2

Offer of Limited Units; Procedures for Creation and Issuance of Creation Baskets 23

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SECTION 3.3

Book-Entry-Only System, Global Security 17 25

SECTION 3.4

Assets of the Trust 29

SECTION 3.5

Liabilities of the Trust 29

SECTION 3.6

Distributions 29

SECTION 3.7

Voting Rights 30

SECTION 3.8

Equality 30
ARTICLE IV
THE MANAGING OWNER 20 30
SECTION 4.1 Management of the Trust 20 30
SECTION 4.2 Authority of Managing Owner 20 30
SECTION 4.3 Obligations of the Managing Owner 32
SECTION 4.4 General Prohibitions 22 34
SECTION 4.5 Liability of Covered Persons 23 35
SECTION 4.6 Fiduciary Duty 35
SECTION 4.7 Indemnification of the Managing Owner 24 Covered Persons 37
SECTION 4.8 Expenses and Limitations Thereon 25 38
SECTION 4.9 Compensation of the Managing Owner 26 40
SECTION 4.10 Other Business of Unitholders 26 40
SECTION 4.11 Voluntary Withdrawal of the Managing Owner 26 40
SECTION 4.12 Authorization of Registration Statements 26 40
SECTION 4.13 Litigation 41
ARTICLE V
TRANSFERS OF UNITS 41
SECTION 5.1 General Prohibition 41
SECTION 5.2 Transfer of Managing Owner’s General Units 41
SECTION 5.3 Transfer of Limited Units 27 42

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Page
ARTICLE VI
CAPITAL ACCOUNTS; ALLOCATIONS 27 42
SECTION 6.1 Capital Accounts 27 42
SECTION 6.2 Periodic Closing of Books 43
SECTION 6.3 Periodic Allocations 28 44
SECTION 6.4 Code Section 754 Adjustments 45
SECTION 6.5 Allocation of Profit and Loss for U.S. Federal Income Tax Purposes 45
SECTION 6.6 Effect of Section 754 Election 46
SECTION 6.7 Allocation of Distributions 46
SECTION 6.8 Admissions of Unitholders; Transfers 47
SECTION 6.9 Liability for State and Local and Other Taxes 30 47
SECTION 6.10 Consent to Methods 30 48
ARTICLE VII
REDEMPTIONS 48
SECTION 7.1 Redemption of Redemption Baskets 48
SECTION 7.2 Other Redemption Procedures 50
ARTICLE VIII
THE LIMITED OWNERS 50
SECTION 8.1 No Management or Control; Limited Liability; Exercise of Rights through DTC 50
SECTION 8.2 Rights and Duties 32 50
SECTION 8.3 Limitation on Liability 33 52
ARTICLE IX
BOOKS OF ACCOUNT AND REPORTS 33 53
SECTION 9.1 Books of Account 33 53
SECTION 9.2 Annual Reports and Monthly Statements 53

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Page
SECTION 9.3 Tax Information 34 53
SECTION 9.4 Calculation of Net Asset Value 34 54
SECTION 9.5 Maintenance of Records 34 54
SECTION 9.6 Certificate of Trust 34 54
ARTICLE X
FISCAL YEAR 34 54
SECTION 10.1 Fiscal Year 34 54
ARTICLE XI
AMENDMENT OF TRUST AGREEMENT; MEETINGS 55
SECTION 11.1 Amendments to the Trust Agreement 55
SECTION 11.2 Meetings of the Trust 36 57
SECTION 11.3 Action Without a Meeting 36 57
ARTICLE XII
TERM 36 58
SECTION 12.1 Term 36 58
ARTICLE XIII
TERMINATION 36 58
SECTION 13.1 Events Requiring Dissolution of the Trust 58
SECTION 13.2 Distributions on Dissolution 60
SECTION 13.3 Termination; Certificate of Cancellation 38 60
ARTICLE XIV
POWER OF ATTORNEY 38 61
SECTION 14.1 Power of Attorney Executed Concurrently 38 61
SECTION 14.2 Effect of Executing and Submitting the Purchase Order Subscription Agreement 61
SECTION 14.3 Limitation on Power of Attorney 39 62

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POWERSHARES DB COMMODITY INDEX TRACKING FUND

FOURTH FIFTH AMENDED AND RESTATED

DECLARATION OF TRUST

AND TRUST AGREEMENT

This FOURTH FIFTH AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of POWERSHARES DB COMMODITY INDEX TRACKING FUND is made and entered into as of the 12 [ — ] th day of November, 2012 [ — ], 20 [ — ] , by and among DB COMMODITY SERVICES INVESCO POWERSHARES CAPITAL MANAGEMENT LLC , a Delaware limited liability company, WILMINGTON TRUST COMPANY , a Delaware banking corporation, as trustee, and the UNITHOLDERS from time to time hereunder. This Trust Agreement is effective as of the date hereof, except with regard to Section 1.6(c), which is effective as of January 1, 2012.

* * *

RECITALS

WHEREAS, the Managing Owner and the Trustee entered into the Third Fourth Amended and Restated Declaration of Trust and Trust Agreement dated as of November 12, 2012 (as amended from time to time, the “ Existing Agreement ”);

WHEREAS , the Managing Owner and the Trustee wish to amend the Existing Agreement pursuant to Section 11.1(b)(iii) thereof.

NOW, THEREFORE , pursuant to Section 11.1(b)(iii) of the Existing Agreement, the Trustee and the Managing Owner hereby amend and restate the Existing Agreement in its entirety as set forth below.

ARTICLE I

DEFINITIONS; THE TRUST

SECTION 1.1 Definitions .  As used in this Trust Agreement, the following terms shall have the following meanings unless the context otherwise requires:

“ Adjusted Capital Account ” means as of the last day of a taxable period, a Unitholder’s Capital Account as maintained pursuant to Section 6.1, increased by any amounts which such Unitholder is obligated to restore pursuant to any provision of this Trust Agreement or is deemed to be obligated to restore pursuant to Treasury Regulation section 1.704-2 and decreased by the amount of all losses and deductions that, as of the end of the taxable period, are reasonably

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expected to be allocated to such Unitholder in subsequent years under sections 704(e)(2) and 706(d) of the Code and the amount of all distributions that, as of the end of such taxable period, are reasonably expected to be made to such Unitholder in subsequent years in accordance with the terms of this Trust Agreement or otherwise to the extent they exceed offsetting increases to such Capital Account that are reasonably expected to occur during or prior to the year in which such distributions are reasonably expected to be made. The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“ Adjusted Property ” means any property the adjusted basis of which has been adjusted pursuant to Sections 6.1(a) and (b).

“ Administrator ” means any Person from time-to-time engaged to perform administrative services for the Trust pursuant to authority delegated by the Managing Owner.

“ Affiliate ” — An “Affiliate” of a Person means (i) any Person directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities of such Person, (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by such Person, (iii) any Person, directly or indirectly, controlling, controlled by or under common control of such Person, (iv) any employee, officer, director, member, manager or partner of such Person, or (v) if such Person is an employee, officer, director, member, manager or partner, any Person for which such Person acts in any such capacity.

“ Basket ” means a Creation Basket or a Redemption Basket, as the context may require.

“ Beneficial Owners ” shall have the meaning assigned to such term in Section 3.3(d).

“ Book-Tax Disparity ” means with respect to any item of Adjusted Property, as of the date of any determination, the difference between the adjusted value of such property and the adjusted basis thereof for U.S. federal income tax purposes as of such date. A Unitholder’s portion of the Trust’s Book-Tax Disparities in all of its Adjusted Property will be reflected by the difference between such Unitholder’s Capital Account balance as maintained pursuant to Section 6.1 and the hypothetical balance of such Unitholder’s Capital Account computed as if it had been maintained strictly in accordance with U.S. federal income tax accounting principles.

“ Business Day ” means any day other than a day when banks in New York City are required or permitted to be closed.

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“ Capital Account ” means the capital account maintained for a Unitholder pursuant to Section 6.1.

“ Capital Contributions ” means the amounts of cash contributed and agreed to be contributed to the Trust by any Participant or by the Managing Owner, as applicable, in accordance with Article III hereof.

“ CE Act ” means the Commodity Exchange Act, as amended.

“ Certain K-1 Unitholders ” shall have the meaning assigned to such term in Section 1.6(c).

“ Certificate of Trust ” means the Certificate of Trust of the Trust, including all amendments thereto, in the form attached hereto as Exhibit A, filed with the Secretary of State of the State of Delaware pursuant to Section 3810 of the Delaware Trust Statute.

“ CFTC ” means the Commodity Futures Trading Commission.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Commodities ” means positions in Commodity Contracts, forward contracts, foreign exchange positions and traded physical commodities, as well as cash commodities resulting from any of the foregoing positions.

“ Commodity Broker ” means any person who engages in the business of effecting transactions in Commodity Contracts for the account of others or for his or her own account.

“ Commodity Contract ” means any futures contract or option thereon providing for the delivery or receipt at a future date of a specified amount and grade of a traded commodity at a specified price and delivery point, or any other futures contract or option thereon approved for trading for U.S. persons.

“ Continuous Offering ” means the continuous offering during which additional Limited Units may be sold in Baskets pursuant to this Trust Agreement.

“ Corporate Trust Office ” means the principal office at which at any particular time the corporate trust business of the Trustee is administered, which office at the date hereof is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration.

“ Covered Person ” means the Managing Owner and their respective Affiliates.

“ Creation Basket ” means the minimum number of Limited Units that may be created at any one time, which shall be 200,000 or such greater or lesser number as the Managing Owner may determine from time-to-time.

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“ Creation Basket Capital Contribution ” means a Capital Contribution made by a Participant in connection with a Purchase Order Subscription Agreement and the creation of a Creation Basket in an amount equal to the product obtained by multiplying (i) the number of Creation Baskets set forth in the relevant Purchase Order Subscription Agreement by (ii) the Net Asset Value per Basket as of closing time of the Exchange or the last to close of the exchanges on which any one of the Index Commodities are traded, whichever is later, on the Purchase Order Subscription Date.

“ Delaware Trust Statute ” means the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq., as the same may be amended from time-to-time.

“ Depository ” means The Depository Trust Company, New York, New York, or such other depository of Limited Units as may be selected by the Managing Owner as specified herein.

“ Depository Agreement ” means the Letter of Representations relating to the Trust from the Managing Owner to the Depository, dated as of December 20, 2005 as the same may be amended or supplemented from time to time.

“ Distributor ” means any Person from time to time engaged to provide distribution services or related services to the Trust pursuant to authority delegated by the Managing Owner.

“ DTC ” shall have the meaning assigned to such term in Section 3.3(b).

“ DTCC ” shall have the meaning assigned to such term in Section 3.3(c).

“ DTC Participants ” shall have the meaning assigned to such term in Section 3.3(c).

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Event of Withdrawal ” shall have the meaning set forth in Section 13.1(a) hereof.

“ Exchange ” means the NYSE Arca, or, if the Limited Units shall cease to be listed on the NYSE Arca and are listed on one or more other exchanges, the exchange on which the Limited Units are principally traded, as determined by the Managing Owner.

“ Expenses ” shall have the meaning assigned to such term in Section 2.4.

“ Fiscal Quarter ” shall mean each period ending on the last day of each March, June, September and December of each Fiscal Year, or, if the

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Trust is required by law to have a Fiscal Year other than a calendar year, such other applicable quarterly period.

“ Fiscal Year ” shall have the meaning set forth in Article X hereof.

“ Global Security ” means the global certificate or certificates for the Trust issued to the Depository as provided in the Depository Agreement, each of which shall be in substantially the form attached hereto as Exhibit C.

“ Indemnified Parties ” shall have the meaning assigned to such term in Section 2.4.

“ Index ” means the DBIQ Optimum Yield Diversified Commodity Index Excess Return™ more fully described in Exhibit B hereto, as it may be amended from time-to-time.

“ Index Commodities ” means the underlying Commodities which comprise the DBIQ Optimum Yield Diversified Commodity Index Excess Return™ from time to time, as described in the Prospectus.

“ Indirect Participants ” shall have the meaning assigned to such term in Section 3.3(c).

“ Internal Revenue Service ” or “ IRS ” means the U.S. Internal Revenue Service or any successor thereto.

“ Limited Owner ” means any person or entity who is or becomes a Beneficial Owner of Limited Units of the Trust.

“ Limited Units ” means Units of the Trust that are owned by a Limited Owner.

“ Liquidating Trustee ” shall have the meaning assigned thereto in Section 13.2.

“ Losses ” means, in respect of each Fiscal Year of the Trust, losses of the Trust as determined for U.S. federal income tax purposes, and each item of income, gain, loss or deduction entering into the computation thereof.

“ Management Fee ” means the management fee set forth in Section 4.9.

“ Managing Owner ” means DB Commodity Services Invesco PowerShares Capital Management LLC, or any substitute therefor as provided herein, or any successor thereto by merger or operation of law.

“ Margin Call ” means a demand for additional funds after the initial good faith deposit required to maintain a customer’s account in compliance with the requirements of a particular commodity exchange or of a commodity broker.

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“ Net Asset Value ” means the total assets of the Trust Estate of the Trust including, but not limited to, all cash and cash equivalents or other securities less total liabilities of the Trust, each determined on the basis of generally accepted accounting principles in the United States, consistently applied under the accrual method of accounting, including, but not limited to, the extent specifically set forth below:

(a) Net Asset Value includes any unrealized profit or loss on open Commodities positions, and any other credit or debit accruing to the Trust but unpaid or not received by the Trust.

(b) All open commodity futures contracts and options traded on a United States exchange are calculated at their then current market value, which shall be based upon the settlement price for that particular commodity futures contract and options traded on the applicable United States exchange on the date with respect to which net asset value is being determined; provided, that if a commodity futures contract or option traded on a United States exchange could not be liquidated on such day, due to the operation of daily limits or other rules of the exchange upon which that position is traded or otherwise, the Managing Owner may value such commodity futures contracts or option pursuant to policies the Managing Owner has adopted, which are consistent with normal industry standards. The current market value of all open commodity futures contracts and options traded on a non-United States exchange shall be based upon the settlement price for that particular commodity futures contract or options traded on the applicable non-United States exchange on the date with respect to which Net Asset Value is being determined; provided further, that if a commodity futures contract or options traded on a non-United States exchange could not be liquidated on such day, due to the operation of daily limits (if applicable) or other rules of the exchange upon which that position is traded or otherwise, the Managing Owner may value such currency futures contract pursuant to policies the Managing Owner has adopted, which are consistent with normal industry standards. The current market value of all open forward contracts entered into by the Trust shall be the mean between the last bid and last asked prices quoted by the bank or financial institution which is a party to the contract on the date with respect to which Net Asset Value is being determined; provided, that if such quotations are not available on such date, the mean between the last bid and asked prices on the first subsequent day on which such quotations are available shall be the basis for determining the market value of such forward contract for such day. The Managing Owner may in its discretion value any of the Trust Estate (and under extraordinary circumstances, including, but not limited to, periods during which a settlement price of a futures contract is not available due to exchange limit orders or force majeure type events such as systems failure, natural or man-made disaster, act of

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God, armed conflict, act of terrorism, riot or labor disruption or any similar intervening circumstance) value any asset of the Trust pursuant to such other principles as the Managing Owner deems fair and equitable so long as such principles are consistent with normal industry standards.

(c) Interest earned on the Trust’s commodity brokerage account shall be accrued at least monthly.

(d) The amount of any distribution made pursuant to Article VI hereof shall be a liability of the Trust from the day when the distribution is declared until it is paid.

“ Net Asset Value Per Basket ” means the product obtained by multiplying the Net Asset Value Per Unit by the number of Limited Units comprising a Basket at such time.

“ Net Asset Value Per Unit ” means the Net Asset Value divided by the number of Units outstanding on the date of calculation.

“ NFA ” means the National Futures Association.

“ NYSE Arca ” means NYSE Arca, Inc.

“ Order Cut-Off Time ” means 10:00 a.m. New York time, on a Business Day.

“ Organization and Offering Expenses ” shall have the meaning assigned thereto in Section 4.8(a).

“ Participant ” means a Person that is (1) a registered broker dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker dealer to engage in securities transactions, (2) a DTC Participant, and (3) has entered into a Participant Agreement which, at the relevant time, is in full force and effect.

“ Participant Agreement ” means an agreement among the Trust, the Managing Owner and a Participant, substantially in the form of Exhibit D hereto, as it may be amended or supplemented from time to time in accordance with its terms.

“ Percentage Interest ” shall be a fraction, the numerator of which is the number of any Unitholder’s Units and the denominator of which is the total number of Units of the Trust outstanding as of the date of determination.

“ Person ” means any natural person, partnership, limited liability company, statutory trust, corporation, association, or other legal entity.

“ Pit Brokerage Fee ” shall include floor brokerage, clearing fees, NFA fees and exchange fees.

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“ Power of Attorney ” shall have the meaning assigned thereto in Section 14.2.

“ Profits ” means, for each Fiscal Year of the Trust, profits of the Trust as determined for U.S. federal income tax purposes, and each item of income, gain, loss or deduction entering into the computation thereof.

“ Prospectus ” means the final prospectus and disclosure document of the Trust, constituting a part of a Registration Statement, as filed with the SEC and declared effective thereby, or becoming automatically effective, as applicable, as the same may at any time and from time to time be amended or supplemented.

“ Purchase Order Subscription Agreement ” shall have the meaning assigned thereto in Section 3.2(a)(i).

“ Purchase Order Subscription Date ” shall have the meaning assigned thereto in Section 3.2(a)(i).

“ Pyramiding ” mean the use of unrealized profits on existing Commodities positions to provide margin for additional Commodities positions of the same or related Commodity.

“ Reconstituted Trust ” shall have the meaning assigned thereto in Section 13.1(a).

“ Redemption Basket ” means the minimum number of Limited Units that may be redeemed pursuant to Section 7.1, which shall be the number of Limited Units constituting a Creation Basket on the relevant Redemption Order Date.

“ Redemption Distribution ” means the cash delivered in satisfaction of a redemption of a Redemption Basket in accordance with Section 7.1(c).

“ Redemption Order ” shall have the meaning assigned thereto in Section 7.1(a).

“ Redemption Order Date ” shall have the meaning assigned thereto in Section 7.1(b).

“ Redemption Settlement Time ” shall have the meaning assigned thereto in Section 7.1(d).

“ Registration Statement ” means a registration statement on Form S-1, or any other form, as applicable, as it may be amended from time to time, filed with the Securities and Exchange Commission pursuant to which the Trust registered the Units, as the same may at any time and from time to time be further amended or supplemented.

“ SEC ” means the Securities and Exchange Commission.

“ Subscribing Participant ” means a Participant who has submitted a Purchase Order Subscription Agreement to create one or more Units that has not yet been filled or accepted by the Managing Owner.

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“ Suspended Redemption Order ” shall have the meaning assigned thereto in Section 7.1(d).

“ Tax Agent ” shall have the meaning assigned thereto in Section 1.6(c).

“ Tax Matters Partne r” shall have the meaning assigned thereto in Section 1.6(b).

“ Transaction Fee ” shall have the meaning assigned thereto in Section 3.2(d).

“ Treasury Regulations ” means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“ Trust ” means PowerShares DB Commodity Index Tracking Fund, a Delaware statutory trust formed pursuant to the Certificate of Trust, the business and affairs of which are governed by this Trust Agreement.

“ Trust Agreement ” means this Fourth Fifth Amended and Restated Declaration of Trust and Trust Agreement, as it may at any time or from time-to-time be amended.

“ Trustee ” means Wilmington Trust Company or any substitute therefor as provided herein, acting not in its individual capacity but solely as trustee of the Trust.

“ Trust Estate ” means any cash, futures, forward and option contracts, all funds on deposit in the Trust’s accounts, and any other property held by the Trust, and all proceeds therefrom, including any rights of the Trust pursuant to any other agreements to which the Trust is a party.

“ Unitholders ” means the Managing Owner and all Limited Owners, as holders of Units, where no distinction is required by the context in which the term is used.

“ Units ” means the common units of fractional undivided beneficial interest in the profits, losses, distributions, capital and assets of, and ownership of, the Trust. The Managing Owner’s Capital Contributions shall be represented by “General” Units and a Limited Owner’s Capital Contributions shall be represented by “Limited” Units.

“ Unrealized Gain ” attributable to the Trust property means, as of any date of determination, the excess, if any, of the fair market value of such property as of such date over the property’s adjusted basis for U.S. federal income tax purposes as of the date of determination.

“ Unrealized Loss ” attributable to the Trust property means, as of any date of determination, the excess, if any, of the property’s adjusted

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basis for U.S. federal income tax purposes as of the date of determination over the fair market value of such property as of such date of determination.

SECTION 1.2 Name .

(a) The name of the Trust is “PowerShares DB Commodity Index Tracking Fund” in which name the Trustee and the Managing Owner may engage in the business of the Trust, make and execute contracts and other instruments in the name and on behalf of the Trust and sue and be sued in the name and on behalf of the Trust.

SECTION 1.3 Delaware Trustee; Business Offices .

(a) The sole Trustee of the Trust is Wilmington Trust Company, which is located at the Corporate Trust Office or at such other address in the State of Delaware as the Trustee may designate in writing to the Unitholders. The Trustee shall receive service of process on the Trust in the State of Delaware at the foregoing address. In the event Wilmington Trust Company resigns or is removed as the Trustee, the Trustee of the Trust in the State of Delaware shall be the successor Trustee, subject to Section 2.1.

(b) The principal office of the Trust, and such additional offices as the Managing Owner may establish, shall be located at such place or places inside or outside the State of Delaware as the Managing Owner may designate from time to time in writing to the Trustee and the Unitholders. Initially, the The principal office of the Trust shall be at c/o DB Commodity Services LLC, 60 Wall Street, New York, New York 10005. Invesco PowerShares Capital Management LLC, 3500 Lacey Road, Suite 700, Downers Grove, IL 60515.

SECTION 1.4 Declaration of Trust .  The Trust has received the sum of $1,000 in a bank account in the name of the Trust controlled by the Managing Owner, which funds shall be held in trust, upon and subject to the conditions set forth herein for the use and benefit of the Unitholders. It is the intention of the parties hereto that the Trust shall be a statutory trust, under the Delaware Trust Statute and that this Trust Agreement shall constitute the governing instrument of the Trust. It is not the intention of the parties hereto to create a general partnership, limited partnership, limited liability company, joint stock association, corporation, bailment or any form of legal relationship other than a Delaware statutory trust except to the extent that the Trust is deemed to constitute a partnership under the Code and applicable state and local tax laws. Nothing in this Trust Agreement shall be construed to make the Unitholders partners or members of a joint stock association except to the extent such Unitholders are deemed to be partners under the Code and applicable state and local tax laws. Notwithstanding the foregoing, it is the intention of the parties hereto

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to create a partnership among the Unitholders for purposes of taxation under the Code and applicable state and local tax laws. Effective as of the date hereof, the Trustee and the Managing Owner shall have all of the rights, powers and duties set forth herein and in the Delaware Trust Statute with respect to accomplishing the purposes of the Trust. The Trustee has filed the certificate of trust required by Section 3810 of the Delaware Trust Statute in connection with the formation of the Trust under the Delaware Trust Statute.

SECTION 1.5 Purposes and Powers .   The purposes of the Trust shall be: (a) directly or indirectly to trade, buy, sell, spread or otherwise acquire, hold or dispose of Commodities, including, but not limited to, exchange-traded futures on the Index Commodities with a view to tracking the performance of the Index over time; (b) to enter into forward contracts referencing the Index or one or more of the Index Commodities with a view to tracking the performance of the Index over time; (c) to enter into any lawful transaction and engage in any lawful activities in furtherance of or incidental to the foregoing purposes; and (d) as determined from time to time by the Managing Owner, to engage in any other lawful business or activity for which a statutory trust may be organized under the Delaware Trust Statute. The Trust shall not engage in any other business or activity and shall not acquire or own any other assets or take any of the actions set forth in Section 4.4. The Trust shall have all of the powers specified in Section 15.1 hereof, including, without limitation, all of the powers which may be exercised by a Managing Owner on behalf of the Trust under this Trust Agreement.

SECTION 1.6 Tax Treatment.

(a) Each of the parties hereto, by entering into this Trust Agreement, (i) expresses its intention that the Units will qualify under applicable tax law as interests in a partnership which holds the Trust Estate, (ii) agrees that it will file its own U.S. federal, state and local income, franchise and other tax returns in a manner that is consistent with the classification of the Trust as a partnership in which each of the Unitholders thereof is a partner, and (iii) agrees to use reasonable efforts to notify the Managing Owner promptly upon a receipt of any notice from any taxing authority having jurisdiction over such holders of Units with respect to the treatment of the Units as anything other than interests in a partnership.

(b) The Tax Matters Partner (as defined in Section 6231 of the Code and any corresponding state and local tax law) of the Trust initially shall be the Managing Owner. The Tax Matters Partner, at the expense of the Trust, (i) shall prepare or cause to be prepared and filed the Trust’s tax returns as a partnership for U.S. federal, state and local tax purposes and (ii) shall be authorized to perform all duties imposed

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by Section 6221 et seq. of the Code, including, without limitation, (A) the power to conduct all audits and other administrative proceedings with respect to the Trust’s tax items; (B) the power to extend the statute of limitations for all Unitholders with respect to the Trust’s tax items; (C) the power to file a petition with an appropriate U.S. federal court for review of a final administrative adjustment of the Trust; and (D) the power to enter into a settlement with the IRS on behalf of, and binding upon, those Limited Owners having less than 1% interest in the Trust, unless a Limited Owner shall have notified the IRS and the Managing Owner that the Managing Owner shall not act on such Limited Owner’s behalf. The designation made by each Unitholder of the Trust in this Section 1.6(b) is hereby approved by each Unitholder as an express condition to becoming a Unitholder. Each Unitholder agrees to take any further action as may be required by regulation or otherwise to effectuate such designation. Subject to Section 4.7, the Trust hereby indemnifies, to the full extent permitted by law, the Managing Owner from and against any damages or losses (including attorneys’ fees) arising out of or incurred in connection with any action taken or omitted to be taken by it in carrying out its responsibilities as Tax Matters Partner, provided such action taken or omitted to be taken does not constitute fraud, negligence or misconduct.

(c) The Beneficial Owners who are of a type, as identified by the nominee through whom their Units are held, that do not ordinarily have U.S. federal tax return filing requirements (collectively, “ Certain K-1 Unitholders ”) shall designate the Managing Owner as their tax agent (the “ Tax Agent ”) in dealing with the Trust. In light of such designation and pursuant to Treasury Regulation section 1.6031(b)-1T(c), as amended from time to time, the Trust shall provide to the Tax Agent Certain K-1 Unitholders’ statements (as such term is defined under Treasury Regulation section 1.6031(b)-1T(a)(3)), as amended from time to time).

SECTION 1.7 General Liability of the Managing Owner.

(a) The Managing Owner shall be liable for the acts, omissions, obligations and expenses of the Trust, to the extent not paid out of the assets of the Trust, to the same extent the Managing Owner would be so liable as if the Trust were a partnership under the Delaware Revised Uniform Limited Partnership Act and the Managing Owner were a general partner of such partnership. The foregoing provision shall not, however, limit the ability of the Managing Owner to limit its liability by contract. The obligations of the Managing Owner under this Section 1.7 shall be evidenced by its ownership of the General Units which, solely for purposes of the Delaware Trust Statute, will be deemed to be a separate class of Units of the Trust. Without limiting or

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affecting the liability of the Managing Owner as set forth in this Section 1.7, notwithstanding anything in this Trust Agreement to the contrary, Persons having any claim against the Trust by reason of the transactions contemplated by this Trust Agreement and any other agreement, instrument, obligation or other undertaking to which the Trust is a party, shall look only to the Trust Estate for payment or satisfaction thereof.

(b) Subject to Sections 8.1 and 8.3 hereof, no Unitholder, other than the Managing Owner, to the extent set forth above, shall have any personal liability for any liability or obligation of the Trust.

SECTION 1.7 SECTION 1.8 Legal Title. Legal title to all of the Trust Estate shall be vested in the Trust as a separate legal entity; provided , however , that where applicable law in any jurisdiction requires any part of the Trust Estate to be vested otherwise, the Managing Owner may cause legal title to the Trust Estate or any portion thereof to be held by or in the name of the Managing Owner or any other Person (other than a Unitholder) as nominee.

ARTICLE II

THE TRUSTEE

SECTION 2.1 Term; Resignation.

(a) Wilmington Trust Company has been appointed and hereby agrees to serve as the Trustee of the Trust. The Trust shall have only one Trustee unless otherwise determined by the Managing Owner. The Trustee shall serve until such time as the Managing Owner removes the Trustee or the Trustee resigns and a successor Trustee is appointed by the Managing Owner in accordance with the terms of Section 2.5 hereof.

(b) The Trustee may resign at any time upon the giving of at least 60 days’ advance written notice to the Trust; provided, that such resignation shall not become effective unless and until a successor Trustee shall have been appointed by the Managing Owner in accordance with Section 2.5 hereof. If the Managing Owner does not act within such sixty (60) day period, the Trustee may apply, at the expense of the Trust, to the Court of Chancery of the State of Delaware for the appointment of a successor Trustee.

SECTION 2.2 Powers .  The Trustee shall have only the rights, obligations and liabilities specifically provided for herein and shall have no implied rights, duties, obligations and liabilities with respect to the business and affairs of the Trust. The Trustee shall have the power and authority to execute and file certificates as required by the Delaware Trust Statute and to accept service of process on the Trust in the State

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of Delaware. The Trustee shall provide prompt notice to the Managing Owner of its performance of any of the foregoing. The Managing Owner shall reasonably keep the Trustee informed of any actions taken by the Managing Owner with respect to the Trust that would reasonably be expected to affect the rights, obligations or liabilities of the Trustee hereunder or under the Delaware Trust Statute.

SECTION 2.3 Compensation and Expenses of the Trustee. The Trustee shall be entitled to receive from the Managing Owner or an Affiliate of the Managing Owner (including the Trust) reasonable compensation for its services hereunder as set forth in a separate fee agreement and shall be entitled to be reimbursed by the Managing Owner or an Affiliate of the Managing Owner (including the Trust) for reasonable out-of-pocket expenses incurred by it in the performance of its duties hereunder, including without limitation, the reasonable compensation, out-of-pocket expenses and disbursements of counsel and such other agents as the Trustee may employ in connection with the exercise and performance of its rights and duties hereunder.

SECTION 2.4 Indemnification. The Trust (or if the Trust has insufficient assets, the Managing Owner) shall be liable for, and does hereby indemnify, protect, save and keep harmless Wilmington Trust Company (in its capacity as Trustee and individually) and its successors, assigns, legal representatives, officers, directors, employees, agents and servants (the “ Indemnified Parties ”) from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Trustee on or measured by any compensation received by the Trustee for its services hereunder or any indemnity payments received by the Trustee pursuant to this Section 2.4), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever (collectively, “ Expenses ”), which may be imposed on, incurred by or asserted against the Indemnified Parties in any way relating to or arising out of the formation, operation or termination of the Trust, the execution, delivery and performance of any other agreements to which the Trust is a party or the action or inaction of the Trustee hereunder or thereunder, except for Expenses resulting from the gross negligence or willful misconduct of the Indemnified Parties. The indemnities contained in this Section 2.4 shall survive the termination of this Trust Agreement or the removal or resignation of the Trustee.

SECTION 2.5 Successor Trustee. Upon the resignation or removal of the Trustee, the Managing Owner shall appoint a successor Trustee by delivering a written instrument to the outgoing Trustee. Any successor Trustee must satisfy the requirements of Section 3807 of the Delaware Trust Statute. Any resignation or removal of the Trustee and appointment of a successor Trustee shall not become effective until a

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written acceptance of appointment is delivered by the successor Trustee to the outgoing Trustee and the Managing Owner and any fees and expenses due to the outgoing Trustee are paid. Following compliance with the preceding sentence, the successor Trustee shall become fully vested with all of the rights, powers, duties and obligations of the outgoing Trustee under this Trust Agreement, with like effect as if originally named as Trustee, and the outgoing Trustee shall be discharged of its duties and obligations under this Trust Agreement.

SECTION 2.6 Liability of Trustee. Except as otherwise provided in this Article II, in accepting the trust created hereby, Wilmington Trust Company acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Wilmington Trust Company by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust is a party shall look only to the Trust Estate for payment or satisfaction thereof ; provided , however , that in no event is the foregoing intended to affect or limit the liability of the Managing Owner as set forth in Section 1.7 hereof . The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own gross negligence or willful misconduct. In particular, but not by way of limitation:

(a) The Trustee shall have no liability or responsibility for the validity or sufficiency of this Trust Agreement or for the form, character, genuineness, sufficiency, value or validity of the Trust Estate;

(b) The Trustee shall not be liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Managing Owner or the Liquidating Trustee;

(c) The Trustee shall not have any liability for the acts or omissions of the Managing Owner or its delegatees;

(d) The Trustee shall not be liable for its failure to supervise the performance of any obligations of the Managing Owner or its delegatees or any Participant or Commodity Broker;

(e) No provision of this Trust Agreement shall require the Trustee to act or expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder if the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(f) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust arising under this Trust Agreement or any other agreements to which the Trust is a party;

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(g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to institute, conduct or defend any litigation under this Trust Agreement or any other agreements to which the Trust is a party, at the request, order or direction of the Managing Owner unless the Managing Owner has offered to Wilmington Trust Company (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Wilmington Trust Company (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby;

(h) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivision thereof in existence as of the date hereof other than the State of Delaware becoming payable by the Trustee or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the transactions by the Trustee, as the case may be, contemplated hereby; and

(i) To the extent that, at law or in equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Unitholders or to any other Person, the Trustee acting under this Trust Agreement shall not be liable to the Trust, the Unitholders or to any other Person for its good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Trustee.

SECTION 2.7 Reliance; Advice of Counsel.

(a) (a) In the absence of bad faith, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Trust Agreement in determining the truth of the statements and the correctness of the opinions contained therein, and shall incur no liability to anyone in acting on any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties and need not investigate any fact or matter pertaining to or in any such document; provided , however , that the Trustee shall have

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examined any certificates or opinions so as to reasonably determine compliance of the same with the requirements of this Trust Agreement. The Trustee may accept a certified copy of a resolution of the board of directors or other governing

The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.

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