FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

AGREEMENT made as of             , 2006, by and between PowerShares DB US Dollar Index Trust (the Trust) and DB US Dollar Index Master Trust (the Master Trust, and collectively with the Trust, referred to as the Trusts), each entity listed on Exhibit A hereto, each a separate series of either the Trust or the Master Trust (each, a Fund; collectively, the Funds), and The Bank of New York, a New York banking organization (BNY).

W I T N E S S E T H :

WHEREAS, each of the Trusts, on behalf of each of their corresponding Funds, desire to retain BNY to provide the services described herein, and BNY is willing to provide such services, all as more fully set forth below;

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereby agree as follows:

1. Appointment.

Each of the Trusts, on behalf of each of their corresponding Funds, hereby appoints BNY as its agent for the term of this Agreement to perform the services described herein. BNY hereby accepts such appointment and agrees to perform the duties hereinafter set forth.

2. Representations and Warranties.

Each of the Trust and Master Trust, on behalf of each of their corresponding Funds, as applicable, hereby represent and warrant to BNY, which representations and warranties shall be deemed to be continuing, that:

(a) Each of the Trust and Master Trust is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement on behalf of each Fund and to perform its obligations hereunder;

(b) This Agreement has been duly authorized, executed and delivered by the Trusts on its own behalf and on behalf of each Fund, in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trusts and each Fund, enforceable in accordance with its terms;

(c) The Trusts and each Fund are conducting their respective businesses in

compliance with all applicable laws and regulations, both state and federal, and have obtained all regulatory licenses, approvals and consents necessary to carry on their respective businesses as now conducted; there is no statute, regulation, rule, order or judgment binding on it and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; and

(d) To the extent the performance of any services described in Schedule II attached hereto by BNY in accordance with the then effective Prospectus (as hereinafter defined) for the Funds would violate any applicable laws or regulations, the Funds shall immediately so notify BNY in writing and thereafter shall either furnish BNY with the appropriate valuations, net asset value or other computation, as the case may be, or, subject to the prior approval of BNY, instruct BNY in writing to value assets and/or compute net asset value or other computations in a manner each Fund specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by such Fund that the same is consistent with all applicable laws and regulations and with its Prospectus.

3. Delivery of Documents.

(a) The Trusts and each Fund will promptly deliver to BNY true and correct copies of each of the following documents, as applicable, as currently in effect and will promptly deliver to it all future amendments and supplements thereto, if any:

(i) The Trusts organizational document and all amendments thereto (the Charter);

(ii) The Trusts registration statement most recently filed with the Securities and Exchange Commission (the SEC) relating to the shares of the Fund (the Registration Statement) and the prospectus therein contained (the Prospectus);

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