Termination of a Material Definitive

PowerShares DB Commodity Index Tracking Fund, a Delaware statutory trust (the


), ALPS Distributors, Inc., a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934, as amended (


), and Invesco PowerShares Capital Management LLC, a Delaware limited liability company (


) entered into a Distribution Services Agreement, effective February23, 2015 (the

Distribution Services Agreement

), pursuant to which ALPS provides certain distribution services to the Fund. ALPS also assists Invesco and The Bank of New York Mellon with certain functions and duties relating to distribution and marketing of the Fund, including reviewing and approving marketing materials.

The Distribution Services Agreement contains customar y representations and warranties. The Distribution Services Agreement has an initial two-year term which renews automatically for successive one year periods thereafter and is terminable without penalty upon sixty (60)days written notice. On April20, 2016, Invesco provided ALPS with notice of intent to terminate the Distribution Services Agreement effective as of June20, 2016 (the

Termination Date

). There are no termination penalties to be incurred by the Fund, Invesco or ALPS in connection with the early termination of the Distribution Services Agreement.

Invesco intends to engage Invesco Distributors, Inc., a registered broker-dealer and an affiliate of Invesco, to provide the Fund with the services currently provided by ALPS pursuant to the Distribution Services Agreement. Invesco expects to have a contract in place with Invesco Distributors, Inc. which will be effective as of the Termination Date.

The foregoing description is a summary, does not purport to be a complete description of the Distribution Services Agreement, and is qualified in its entirety by reference to the Distribution Services Agreement, a copy of which was filed as Exhibit 10.2 to the Form 8-K filed by the Fund on February25, 2015 and incorporated herein by reference.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934 that involve risks and uncertainties, including, without limitation, statements regarding Invescos expectations of having a contract in place by the Termination Date. There can be no assurance that Invesco will enter into a new agreement with Invesco Distributors Inc. or that the terms of such new agreement will be similar to the Distribution Services Agreement. Statements containing words such as may, believe, anticipate, expect, intend, plan, project, will, projections, estimate, or similar expressions constitute forward-looking statements. Such forward-looking statements are based on Invescos current expectations and are subject to significant risks and uncertainties and actual results may differ materially from the results anticipated in the forward-looking statements.



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.



Invesco PowerShares Capital Management LLC,

its Managing Owner


/s/ Daniel Draper


Daniel Draper


Chief Executive Officer

Date: April22, 2016


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