FORM OF
DISTRIBUTION SERVICES
AGREEMENT
DISTRIBUTION SERVICES
AGREEMENT dated as of
, 2006 (this “Agreement”) among DB Currency Index Value
Fund, a Delaware statutory trust (the “Fund”), ALPS
Distributors, Inc., a Colorado corporation and a registered
broker-dealer under the Securities Exchange Act of 1934 (the
“Distributor”), and DB Commodity Services LLC, a
Delaware limited liability company (the “Managing
Owner”). Capitalized terms used but not defined in this
Agreement shall have the meaning ascribed thereto in the
Fund’s Prospectus included its Registration Statement on Form
S-1 (Registration No. 333-
), as may be amended from time-to-time.
WHEREAS, the Managing Owner serves
as the sole managing owner of the Fund; and
WHEREAS, the Fund wishes to employ
Distributor in connection with the performance of the services
listed in Schedule A and additional services as may be
agreed.
NOW, THEREFORE, in consideration of
the mutual promises and undertakings herein contained, the parties
agree as follows:
1. Documents — The Fund has
furnished or will furnish, upon request, the Distributor with
copies of the Fund’s Amended and Restated Declaration of
Trust, advisory agreement, custodian agreement, transfer agency
agreement, administration agreement, current prospectus, and
statement of additional information, and all forms relating to any
plan, program or service offered by the Fund. The Fund shall
furnish, within a reasonable time period, to the Distributor a copy
of any amendment or supplement to any of the above-mentioned
documents. Upon request, the Fund shall furnish promptly to the
Distributor any additional documents necessary or advisable to
perform its functions hereunder. As used in this Agreement the
terms “registration statement,”
“prospectus” and “statement of additional
information” shall mean any registration statement,
prospectus and statement of additional information filed by the
Fund with the Securities and Exchange Commission
(“SEC”) and any amendments and supplements thereto that
are filed with the SEC.
2. Authorized Representations
— The Distributor is not authorized by the Fund to give any
information or to make any representations other than those
contained in the registration statement or prospectus and statement
of additional information, or contained in shareholder reports or
other material that may be prepared by or on behalf of the Fund for
the Distributor’s use. Consistent with the foregoing, the
Distributor may prepare and distribute sales literature or other
material as it may deem appropriate in consultation with the Fund,
provided such sales literature complies with applicable law and
regulations.
3. Registration of Shares —
The Fund agrees that it will take all action necessary to register
the Shares under the 1933 Act (subject to the necessary approval of
its shareholders). The Fund shall make available to the
Distributor, at the Distributor’s expense, such number of
copies of its prospectus and statement of additional information as
the Distributor may reasonably request. The Fund shall furnish to
the Distributor copies of all information, financial statements and
other papers, which the Distributor may reasonably request for use
in connection with the distribution of Shares of the
Fund.
4. Fees and Fund Expenses —
(a) In consideration of the services to be performed by the
Distributor hereunder as set forth on Schedule A attached
hereto and as it may be amended from time-to-time, the Managing
Owner will pay the Distributor a fee in an amount to be agreed upon
in writing by the parties hereto from time-to-time, subject to any
limitation imposed by any law, rule or regulation applicable to any
of the parties hereto. It is understood and agreed among the
parties hereto that certain of the services to be performed by the
Distributor hereunder will be performed using registered
representatives of the Distributor who are affiliates or employees
of PowerShares Capital Management LLC.
(b) The Managing Owner shall
reimburse the Distributor for any reasonable fees or disbursements
incurred by the Distributor in connection with the performance by
the Distributor of its duties under and pursuant to this Agreement
with the prior written consent of the Managing Owner. Further,
unless otherwise agreed to by the parties hereto in writing, the
Distributor shall not be responsible for fees and expenses in
connection with (a) filing of any registration statement,
printing and the distribution of any prospectus and statement of
additional information under the 1933 Act and amendments prepared
for use in connection with the offering of Shares for sale to the
public, preparing, setting in type, printing and mailing the
prospectus, statement of additional information and any supplements
thereto sent to existing shareholders, (b) preparing, setting
in type, printing and mailing any report (including annual and
semi-annual reports) or other communication to shareholders of the
Fund, and (c) the Blue Sky registration and qualification of
Shares for sale in the various states in which the officers of the
Fund shall determine it advisable to qualify such Shares for sale
(including registering the Fund as a broker or dealer or any
officer of the Fund as agent or salesman in any state).
5. Use of the Distributor’s
Name — The Fund shall not use the name of the Distributor, or
any of its affiliates, in any prospectus or statement of additional
information, sales literature, and other material relating to the
Fund in any manner without the prior written consent of the
Distributor (which shall not be unreasonably withheld); provided,
however, that the Distributor hereby approves all lawful uses of
the names of the Distributor and its affiliates in the prospectus
and statement of additional information of the Fund and in all
other materials which merely refer to accurate terms to their
appointment hereunder or which are required by the SEC, NASD, OCC
or any state securities authority.
6. Use of the Fund’s Name
— Neither the Distributor nor any of its affiliates shall use
the name of the Fund in any publicly disseminated materials,
including sales literature in any manner without the prior consent
of the Fund (which shall not be unreasonably withheld); provided,
however, that the Fund hereby approves all lawful uses of its name
in any required regulatory filings of the Distributor which merely
refer in accurate terms to the appointment of the Distributor
hereunder, or which are required by the SEC, NASD, OCC or any state
securities authority.
7. Indemnification — The Fund
agrees to indemnify and hold harmless the Distributor and each of
its directors and officers and each person, if any, who controls
the Distributor within the meaning of Section 15 of the 1933
Act, against any loss, liability, claim, damages or expenses
(including the reasonable cost of investigating or defending any
alleged loss, liability, claim, damages or expense and reasonable
counsel fees incurred in connection therewith) arising by reason of
any person acquiring any Shares, based upon the ground that the
registration statement, prospectus, statement of additional
information, shareholder reports or other information filed or made
public by the Fund (as from time to time amended) included an
untrue statement of a material fact or omitted to state a material
fact required to be stated or necessary in order to make the
statements not misleading under the 1933 Act or any other statute
or the common law. However, the Fund does not agree to indemnify
the Distributor or hold it harmless to the extent that the
statement or omission was made in reliance upon, and in conformity
with, information furnished to the Fund by or on behalf of the
Distributor. In no case (i) is the indemnity of the Fund in
favor of the Distributor or any person indemnified to be deemed to
protect the Distributor or any person against any liability to the
Fund or its security holders to which the Distributor or such
person would otherwise be subject by reason of willful misfeasance,
bad faith or negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties
under this Agreement,
