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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2015

POWERSHARES DB COMMODITY INDEX TRACKING FUND

(Exact Name of Registrant as Specified in its Charter)

Delaware 32-6042243

(State or Other Jurisdiction

of Incorporation)

(IRS Employer

ID Number)

c/o Invesco PowerShares Capital Management LLC
3500 Lacey Road, Suite 700
Downers Grove, Illinois 60515
(Address of Principal Executive Offices) (Zip Code)

001-32726

(Commission File Number)

(630) 868-7179

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01 Entry into a Material Definitive Agreements

Commodity Futures Customer Agreement

Effective February 23, 2015, Invesco PowerShares Capital Management LLC as Managing Owner of PowerShares DB Commodity Index Tracking Fund (the “ Fund ”) entered into a Commodity Futures Customer Agreement (“Agreement”) with Morgan Stanley & Co. LLC (“Morgan Stanley”), pursuant to which the Commodity Broker will act as the clearing broker and as custodian of the Fund’s assets in connection with the clearing of transactions and will perform such other services for the Fund as the Managing Owner may from time-to-time request.

In respect of the transactions effected pursuant to the Brokerage Agreement, the Commodity Broker will charge the Fund a fee for the services it has agreed to perform, including brokerage charges, giveup fees, commissions and services fees as may be agreed upon by the Fund and the Commodity Broker; exchange, clearing house, NFA or other regulatory fees; the amount necessary to hold Commodity Broker harmless against all taxes and related liabilities of the Fund; any debit balance or deficiency in the Fund’s account; interest on any debit balances or deficiencies in the Fund’s account and on monies advanced to the Fund; and any other agreed upon amounts owed by the Fund to the Commodity Broker in connection with the Fund’s account or transactions therein.

The Brokerage Agreement is terminable by the Fund at any time by written notice to the Commodity Broker, or by the Commodity Broker without penalty upon ten (10) days’ prior written notice.

The Brokerage Agreement provides that except to the extent of its gross negligence, fraud or willful misconduct, the Commodity Broker shall not be liable for any loss, liability or expense incurred by the Fund in connection with or arising out of this Brokerage Agreement, transactions in or for the Fund or any actions taken by the Commodity Broker at the request or direction of the Fund.

Distribution Services Agreement

Effective February 23, 2015, the Invesco PowerShares Capital Management (the “Managing Owner”) and ALPS Distributors, Inc. (“ALPS Distributors”) entered into a Distribution Services Agreement (the “Distribution Services Agreement”) pursuant to which ALPS Distributors will provide certain distribution services to the Fund. ALPS Distributors assists the Managing Owner and The Bank of New York Mellon (the “Administrator”) with certain functions and duties relating to distribution and marketing including reviewing and approving marketing materials.

Pursuant to the Distribution Services Agreement, each Fund has agreed to indemnify ALPS Distributor and certain of its controlling person against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The foregoing are summary descriptions of the Commodity Futures Customer Agreement and the Distribution Services Agreement, copies of which are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.

Description

10.1 Commodity Futures Customer Agreement
10.2 Distribution Services Agreement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PowerShares DB Commodity Index Tracking Fund
By:

Invesco PowerShares Capital Management LLC,

its Managing Owner

By:

/s/ Anna Paglia

Name: Anna Paglia
Title: Head of Legal

Date: February 25, 2015

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POWERSHARES DB COMMODITY INDEX TRACKING FUND

FORM 8-K

INDEX TO EXHIBITS

Exhibits

10.1 Commodity Futures Customer Agreement
10.2 Distribution Services Agreement

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

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