TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of                             , 2006, by and between POWERSHARES DB US DOLLAR INDEX TRUST, a Delaware statutory trust organized in series, having its principal office and place of business at 60 Wall Street, New York, NY 10005 (the Trust), on its own behalf and on behalf of each of its series, as named on Schedule A, attached hereto (each a Fund and collectively, the Funds) and THE BANK OF NEW YORK, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the Bank).

WHEREAS, the Trust, on behalf of each Fund and designated agents will issue for purchase and redeem shares of each Fund only in aggregations of shares known as Creation Units (currently 200,000 shares) (each a Creation Unit);

WHEREAS, The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York (DTC), or its nominee (Cede & Co.), will be the initial record or registered owner (the Shareholder) of all shares;

WHEREAS, the Trust, on behalf of each Fund, desires to appoint the Bank as their respective transfer agent, dividend disbursing agent, and agent in connection with certain other activities, and the Bank desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.1 Subject to the terms and conditions set forth in this Agreement, the Trust, on behalf of each Fund, hereby employs and appoints the Bank to act as, and the Bank agrees to act as the transfer agent for the authorized and issued shares of beneficial interest, no par value per share of each Fund (Shares), and as each Funds dividend disbursing agent.

1.2 The Bank agrees that it will perform the following services:

(a) In accordance with the terms and conditions of the form of Participant Agreement, attached hereto as Exhibit A, the Bank shall:

(i) Perform and facilitate the performance of purchases and redemption of Creation Units for each Fund;

(ii) Prepare and transmit by means of DTCs book-entry system payments for dividends and distributions declared by each Fund;

(iii) Maintain separate and distinct records for each Fund with respect to the name and address of the Shareholder and the number of Shares issued by each respective Fund and held by the Shareholder in each Fund;

(iv) With respect to each Fund, record, separately and distinctly, the issuance of Shares of each Fund and maintain separate and distinct records of the total number of Shares of each Fund, and, which are authorized, based upon data provided to it by the Trust. The Bank shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Trust;

(v) Prepare and transmit to the Trust, with respect to each Fund, and to any applicable securities exchange (as specified to the Bank by the Trust) information with respect to purchases and redemptions of Shares of each Fund;

(vi) On days that the Trust, on behalf of each Fund, may accept orders for purchases or redemptions, calculate and transmit to the Bank and the Trust, on behalf of the applicable Fund(s), the number of outstanding Shares;

(vii) On days that the Trust, on behalf of each Fund, may accept orders for purchases or redemptions (pursuant to the Participant Agreement), transmit to the Bank, the Trust, on behalf of the applicable Fund(s) and DTC the amount of Shares purchased on such day;

(viii) Confirm to DTC the number of Shares issued to the Shareholder with respect to each Fund, as DTC may reasonably request;

(ix) Extend the voting rights to the Shareholder and/or beneficial owners of Shares in accordance with the policies and procedures of DTC for book-entry only securities;

(x) Maintain separate and distinct books and records for each Fund as specified by the Trust, on behalf of each Fund, and as listed on Schedule B attached hereto; and

(xi) With respect to each Fund, prepare a monthly report of all purchases and redemptions during such month on a gross transaction basis. The monthly reports shall show the counterparty and amount of each purchase on a daily basis and the net number of Shares either redeemed or created for such Business Day.

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