Form of Transfer Agency And Service Agreement

Exhibit 10.4


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. Terms of Appointment; Duties of the Bank

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 Fund' s 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 DTC' s 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.


(b) In addition to and neither in lieu nor in contravention of the services set forth in the above paragraph (a), the Bank shall: perform the customary services of a transfer agent and dividend disbursing agent including, but not limited to: maintaining the account of the Shareholder with respect to each Fund, obtaining a list of DTC participants holding interests in a Fund' s Global Certificate at the request of the Trust, mailing proxy materials, shareholder reports and prospectuses to the Shareholder or DTC participants or beneficial owners of Shares at the request of the Trust, on behalf of each Fund, and those services set forth on Schedule B attached hereto.

(c) The following shall be delivered by the Trust, on behalf of each Fund, to DTC for delivery to beneficial owners in accordance with the procedures for book-entry only securities of DTC:

(i) Periodic reports of the Trust required under the Securities Exchange Act of 1934, as amended;

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(ii) Proxies, proxy statements and other proxy soliciting materials;

(iii) Prospectus and amendments and supplements to the Prospectus, including stickers; and


(iv) Other communications as may be required by law or reasonably requested by the Trust.

(d) If the Shares are represented by individual Certificates, the Bank shall perform the services agreed to in writing by the Bank and the Trust.


(e) The Bank shall provide additional services (if any) on behalf of each Fund (i.e., escheatment services) which may be agreed upon in writing between the Trust, on its own behalf and on behalf of each Fund, and the Bank.

2. Fees and Expenses

2.1 The Bank shall receive such consideration for the Transfer Agent' s services provided pursuant to this Agreement as may be agreed to from time-to-time in a written fee schedule approved by the parties and attached hereto.


2.2 In addition to the fee paid under Section 2.1 above, the Trust, on behalf of each Fund, agrees to reimburse the Bank for out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, tabulating proxies, records storage, or advances incurred by the Bank for the items set out from time-to-time in the written fee schedule approved by the parties and attached hereto or relating to dividend distributions and reports (whereas all expenses related to creations and redemptions of securities of each Fund shall be borne by the relevant authorized participant in such creations and redemptions). In addition, any other expenses incurred by the Bank at the request or with the consent of the Trust, on behalf of any Fund, will be reimbursed by any such Fund.

2.3 The Trust, on behalf of each Fund, agrees to pay all fees and reimbursable expenses within ten (10) business days following the receipt of the respective billing notice accompanied by supporting documentation, as appropriate. Postage for mailing of dividends, proxies, Trust and Fund reports and other mailings to all shareholder accounts shall be advanced to the Bank by the Trust at least seven (7) days prior to the mailing date of such materials.

3. Representations and Warranties of the Bank

3.1 The Bank represents and warrants to the Trust and each Fund that:


It is a banking company duly organized and existing and in good standing under the laws of the State of New York.


It is duly qualified to carry on its business in the State of New York.


It is empowered under applicable laws and by its Charter and By-Laws to act as transfer agent and dividend disbursing agent and to enter into and perform this Agreement.


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All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.


It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

4. Representations and Warranties of the Trust

4.1 The Trust represents and warrants to the Bank that:

It is a statutory trust, organized in series, duly organized and existing and in good standing under the laws of Delaware.

It is empowered under applicable laws and by its Declaration of Trust and Trust Agreement to enter into and perform this Agreement on behalf of itself and each Fund.

All corporate proceedings required by said Declaration of Trust and Trust Agreement have been taken to authorize it to enter into and perform this Agreement.


A registration statement under the Securities Act of 1933, as amended, on behalf of the Trust and each Fund is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Funds being offered for sale.

5. [Section Reserved]

6. Indemnification

6.1 The Bank shall not be responsible for, and the Trust or each applicable Fund shall indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability (" Losses" ) arising out of or attributable to:

(a) All actions of the Bank or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken without gross negligence, or willful misconduct.


(b) The Trust' s or the respective Fund' s negligence or willful misconduct of the Trust.

(c) The breach of any representation or warranty of the Trust hereunder.


(d) The conclusive reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors, and (ii) have been prepared, maintained or performed by the Trust, on its own behalf or on behalf of any Fund, or any other person or firm on behalf of the Trust or a Fund including but not limited to any previous transfer agent or registrar.


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(e) The conclusive reliance on ...