##### Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K

x  ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

or

 ̈  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the
transition period from  to

Commission File
Number:            001-33317



| |  |                                                        |  | 
| |  | ------------------------------------------------------ |  | 
| |  | POWERSHARES DB US DOLLAR INDEX BEARISH FUND            |  | 
| |  | (A Series of PowerShares DB US Dollar Index Trust)     |  | 
| |  | (Exact name of Registrant as specified in its charter) |  | 



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 87-0778084                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                                                |  |           
|--------------------------------------------------------------- |  | ----------
|c/o DB Commodity Services LLC 60 Wall Street New York, New York |  | 10005     
|(Address of Principal Executive Offices)                        |  | (Zip Code)



| |  |                                                                    |  | 
| |  | ------------------------------------------------------------------ |  | 
| |  | DB US DOLLAR INDEX BEARISH MASTER FUND                             |  | 
| |  | (A Series of DB US Dollar Index Master Trust)                      |  | 
| |  | (Exact name of Rule 140 Co-Registrant as specified in its charter) |  | 



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 87-0778085                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                                                |  |           
|--------------------------------------------------------------- |  | ----------
|c/o DB Commodity Services LLC 60 Wall Street New York, New York |  | 10005     
|(Address of Principal Executive Offices)                        |  | (Zip Code)

Registrants telephone number, including area
code:    (212) 250-5883

Securities registered pursuant to Section 12(b) of the Act:



|                                    |  |                                          
|----------------------------------- |  | -----------------------------------------
|Title of Each Class                 |  | Name of Each Exchange on Which Registered
|Common Units of Beneficial Interest |  | NYSE Arca, Inc.                          

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ̈ No x

Indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act.  Yes  ̈ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No  ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definition of accelerated filer, large accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                 |  |                             |  | 
|----------------------- |  | ----------------------------------------------- |  | --------------------------- |  | 
|Large Accelerated Filer |  |  ̈                                               |  | Accelerated Filer  x        |  | 
|                        |  |                                                 | 
|Non-Accelerated Filer   |  |  ̈ (Do not check if a smaller reporting company) |  | Smaller reporting company  ̈ |  | 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes  ̈  No x

State the market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently
completed second fiscal quarter.  $76,570,000

Number of Common Units of Beneficial Interest outstanding as of February 17, 2009: 7,400,000



---

##### Table of Contents

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Prospectus dated May 6, 2008 filed pursuant to Rule 424(b)(3) of the Securities Act (File No. 333-150588) are incorporated by reference into Part I of this Report.



i



---

##### Table of Contents

Table of Contents



|         |  |                                                                                                              |  |     
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|         |  |                                                                                                              |  | Page
|         | 
|PART I   |  | 1                                                                                                           
|         |  |                                                                                                             
|ITEM 1.  |  | BUSINESS                                                                                                     |  | 1   
|ITEM 1A. |  | RISK FACTORS                                                                                                 |  | 7   
|         |  |                                                                                                             
|ITEM 1B. |  | UNRESOLVED STAFF COMMENTS                                                                                    |  | 16  
|         |  |                                                                                                             
|ITEM 2.  |  | PROPERTIES                                                                                                   |  | 17  
|ITEM 3.  |  | LEGAL PROCEEDINGS                                                                                            |  | 17  
|ITEM 4.  |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                          |  | 17  
|         | 
|PART II  |  | 17                                                                                                          
|         |  |                                                                                                             
|ITEM 5.  |  | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  | 17  
|ITEM 6.  |  | SELECTED FINANCIAL DATA                                                                                      |  | 18  
|ITEM 7.  |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        |  | 19  
|ITEM 7A. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                   |  | 29  
|ITEM 8.  |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  |  | 32  
|ITEM 9.  |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         |  | 52  
|ITEM 9A. |  | CONTROLS AND PROCEDURES                                                                                      |  | 52  
|ITEM 9B. |  | OTHER INFORMATION                                                                                            |  | 52  
|         | 
|PART III |  | 52                                                                                                          
|         |  |                                                                                                             
|ITEM 10. |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE                                  |  | 52  
|ITEM 11. |  | EXECUTIVE COMPENSATION                                                                                       |  | 54  
|ITEM 12. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS               |  | 54  
|ITEM 13. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                    |  | 54  
|ITEM 14. |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                       |  | 54  
|         | 
|PART IV  |  | 55                                                                                                          
|         |  |                                                                                                             
|ITEM 15. |  | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                   |  | 55  



ii



---

##### Table of Contents

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities
Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), that involve substantial risks and uncertainties. These forward-looking statements are based on the registrants current
expectations, estimates and projections about the registrants business and industry and its beliefs and assumptions about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions
about the registrant that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking
statements. In some cases, investors can identify forward-looking statements by terminology such as may, should, could, would, expect, plan, anticipate,
believe, estimate, continue, or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in this
report, including in Item 1A. Risk Factors, and our other Securities and Exchange Commission (the SEC) filings.



iii



---

##### Table of Contents

PART I



|ITEM 1. | BUSINESS
|------- | --------

Organization

PowerShares DB US Dollar Index Bearish Fund (the Fund; Fund may also refer
to the Fund and the Master Fund, collectively, as the context requires), a separate series of PowerShares DB US Dollar Index Trust (the Trust), a Delaware statutory trust organized in two separate series, and its subsidiary, DB US Dollar
Index Bearish Master Fund (the Master Fund), a separate series of DB US Dollar Index Bearish Master Trust (the Master Trust), a Delaware statutory trust organized in two separate series were formed on August 3, 2006. DB
Commodity Services LLC, a Delaware limited liability company (DBCS or the Managing Owner), funded both the Fund and the Master Fund with a capital contribution of $1,000 in exchange for 40 General Shares of each of the Fund
and the Master Fund. The fiscal year end of the Fund is December 31st. The term of the Fund is perpetual (unless terminated earlier in certain
circumstances) as provided for in the Amended and Restated Declaration of Trust and Trust Agreement of each of the Trust and the Master Trust (each a Trust Agreement, and collectively, the Trust Agreements).

The Fund offers common units of beneficial interest (the Shares) only to certain eligible financial institutions (the Authorized
Participants) in one or more blocks of 200,000 Shares, called a Basket. The proceeds from the offering of Shares are invested in the Master Fund. The Fund commenced trading on the American Stock Exchange (now known as the NYSE Alternext US LLC
(the NYSE Alternext)) on February 20, 2007 and, as of November 25, 2008, is listed on the NYSE Arca, Inc. (the NYSE Arca). The Fund and the Master Fund commenced investment operations on February 15, 2007 with
the initial offering of 1,000,000 Shares to Deutsche Bank Securities Inc. as initial purchaser of the Fund in exchange for $25,000,000. After the initial offering of the Shares, an additional 2,000,000 Shares were issued to certain Authorized
Participants for $55,209,226 and 200,000 Shares were redeemed for $5,440,636 during the period from February 15, 2007 (commencement of investment operations) to December 31, 2007. During the period from January 1, 2008 to
December 31, 2008, an additional 9,600,000 Shares were issued to certain Authorized Participants for $261,296,006 and 5,800,000 Shares were redeemed for $159,729,742.

This Report covers the year ended December 31, 2008 (herein referred to as the Year Ended December 31, 2008) and the period from
February 15, 2007 (commencement of investment operations) to December 31, 2007 (herein referred to as the Period Ended December 31, 2007).

Fund Investment Overview

The Master Fund invests in futures contracts (the DX
Contracts) with a view to tracking the changes, whether positive or negative, in the level of the Deutsche Bank US Dollar Index (USDX®) Futures Index  Excess Return (Short Index), the Short Index or the Index, over time. The Fund
earns interest income from United States Treasury Obligations and other high credit quality short-term fixed income securities. The Index is calculated to reflect the changes in market value over time, whether positive or negative, of short
positions in DX Contracts. DX Contracts are traded through the currency markets of ICE Futures U.S. (formerly known as the New York Board of Trade®), under the symbol DX. The changes in market value over time, whether positive or
negative, of the DX Contracts are related to the changes, whether positive or negative, in the level of the U.S. Dollar Index® (the USDX®). The Index provides a general indication of the international value of the U.S.
dollar relative to the six major world currencies (the Index Currencies), which comprise the USDX®  Euro, Japanese Yen, British Pound, Canadian Dollar, Swedish Krona and Swiss Franc.

The Fund, through its Master Fund, establishes short positions in DX Contracts with a view to tracking the changes, whether positive or negative, in the
level of the Index. The performance of the Fund also is intended to reflect the excess, if any, of its Master Funds interest income from its holdings of United States Treasury Obligations and other high credit quality short-term fixed income
securities over the expenses of the Fund and the Master Fund.

The Fund does not employ leverage. As of December 31, 2008 and
December 31, 2007, the Fund had $172,568,890 (or 100%) and $77,151,035 (or 100%), respectively, of its holdings of cash, United States Treasury Obligations and unrealized appreciation/depreciation on futures contracts on deposit with its
Commodity Broker. Of this, $4,960,900 (or 2.87%) and $1,066,128 (or 1.38%), respectively, of the Funds holdings of cash and United States Treasury Obligations are required to be deposited as margin in support of the Funds short futures
positions in DX Contracts. For additional information, please see the audited Consolidated Schedule of Investments as of December 31, 2008 and the audited Consolidated Schedule of Investments as of December 31, 2007 for a breakdown of the
Funds portfolio holdings.



1



---

##### Table of Contents

Index Description

The Index is designed to reflect the changes in market value over time, whether positive or negative, from investing in the first to expire futures contracts (the DX Contracts) whose changes in market
value over time, whether positive or negative, in turn, is tied to the U.S. Dollar Index® (the USDX®). The first to expire DX Contracts are the futures contracts that expire in March, June, September and December. DX
Contracts are traded exclusively through ICE Futures U.S., under the symbol DX.

The changes in market value over time, whether
positive or negative, of DX Contracts are related to the six underlying currencies of the USDX® (the Index Currencies). (Although the Index tracks the changes in market value over time, whether positive or negative, of the first to
expire DX Contracts, the closing levels of the Index is in effect, and in part, a reflection of the changes, whether positive or negative, in the level of the underlying Index Currencies.) The Index Currencies are Euro, Japanese Yen, British Pound,
Canadian Dollar, Swedish Krona and Swiss Franc. The Index Currencies represent the currencies of the major trading partners of the U.S. (and represent the currencies of 17 countries, 12 countries of the Euro zone plus five other countries).

USDX® is composed of notional amounts of each Index Currency. The notional amounts of the Index Currencies included in USDX®
reflect a geometric weighted average of the change in the Index Currencies exchange rates against the U.S. dollar relative to March 1973. March 1973 was chosen as a base period of USDX® because it represents a significant milestone in
foreign exchange history when the worlds major trading nations allowed their currencies to float freely against each other.

The fair
value of DX Contracts is based on foreign exchange futures prices for the underlying Index Currencies. The fair value of DX Contracts is calculated in the same way as a spot index. DX Contracts, similar to single currency futures contracts, will
trade at a forward premium or discount based on the interest rate differential between the U.S. dollar and the Index Currencies.

Volatility of the Index has been historically comparable in range and variability to a broad-based, multi-capitalization stock index future. The DX Contract price is sized at $1,000 times the Index closing level. Thus, if the Index closing
level is 100.00, the DX Contract will be valued $100,000. If the Index closing level is 112.50, each DX Contract will have a $112,500 value.

The sponsor of the Index is Deutsche Bank AG London (the Index Sponsor).

USDX® Composition

The Index reflects the changes in market value over time, whether positive or negative, of the first to expire DX Contracts. In turn, the changes in
market value over time, whether positive or negative, of DX Contracts are related to the changes, positive and negative, in the level of the USDX®.

The USDX® provides a general indication of the international value of the U.S. dollar and is composed of notional amounts of each of the Index Currencies. The notional amounts of each Index Currency included in
the USDX® are weighted to reflect the currencies of the largest trading partners of the U.S. These largest trading partners constitute the bulk of international trade with the United States and have well-developed foreign exchange markets with
rates freely determined by market participants. In addition, many currencies not included in the USDX® move in close correlation with those that are included. USDX® is computed 24 hours a day, seven days a week based on exchange rates
supplied to Reuters by some 500 banks worldwide.

The following table reflects the index base weights (the Index Base Weights)
of each Index Currency as of March 1973 with respect to USDX®:

|                            |  |                      
|--------------------------- |  | ---------------------
|Index
Currency              |  | Index Base Weight (%)
|Euro                        |  | 57.60                
|Japanese Yen                |  | 13.60                
|British Pound               |  | 11.90                
|Canadian Dollar             |  | 9.10                 
|Swedish Krona               |  | 4.20                 
|Swiss Franc                 |  | 3.60                 
|                            |  |                      
|                            |  |                      
|Closing Level at
Inception: |  | 100.00               



2



---

##### Table of Contents

USDX® has been calculated since inception in March 1973. The closing level at inception was 100.00.

The Euro was included in the USDX® in 1999 and replaced the following currencies that were originally included in the USDX®:
Belgian Franc, Dutch Guilder, German Mark, French Franc and Italian Lira.

Index Calculation.

The Index reflects the changes in market value over time, whether positive or negative, of the first to expire DX Contract relative to the value of the
dollar as of December 31, 1986 (the Base Date). On the Base Date, the closing level was 100.00. Although the DX Contract started trading in 1985, the Base Date of December 31, 1986 was selected because reasonably reliable
pricing data was not available prior to December 31, 1986. A quote of 105.50 means the dollars value has risen 5.50% since the Base Date relative to the underlying basket of Index Currencies which comprise the USDX®.

The Index Sponsor calculates the closing level of the Index on both an excess return basis and a total return basis. The excess return
index reflects the changes in market value over time, whether positive or negative, of the DX Contracts. The total return is the sum of the changes in market value over time, whether positive or negative, of the DX Contracts plus the return of
3-month U.S. Treasury bills. The closing levels of each Index have been calculated using historic exchange closing price data of the DX Contract since the Base Date.

The Short Index is calculated to reflect the changes in market value over time, whether positive or negative, of short positions in the DX Contracts which expire in March, June, September and December. The use of
short positions in DX Contracts in the construction of the Short Index causes the Short Index to rise as a result of any downward price movement in the DX Contracts. In turn, this appreciation in the short DX Contracts reflects the fall of the U.S.
dollar relative to the underlying basket of Index Currencies which comprise the USDX®.

Since the Base Date, the Short Index closing
level has ranged on a daily basis from as high as 153.28 on April 22, 2008 to as low as 91.91 on July 5, 2001. Past Index levels are not necessarily indicative of future Index levels.

Index Rolls.

The underlying DX Contracts of the
Index are rolled quarterly on the Index Roll Day, which is the Wednesday prior to the applicable IMM Date. IMM Date means the third Wednesday of March, June, September and December, a traditional settlement date in the International
Money Market.

DX Contracts are rolled on the Wednesday prior to each IMM Date as follows:



| |  |  | The DX Contract that expires on the next IMM Date is sold.
| | - |  | ----------------------------------------------------------



| |  |  | A position in the DX Contract that expires on the IMM Date following the next IMM Date is purchased.
| | - |  | ----------------------------------------------------------------------------------------------------

General

The Index Sponsor obtains information for
inclusion in, or for use in the calculation of, the Index from sources the Index Sponsor considers reliable. None of the Index Sponsor, the Managing Owner, the Trust, the Fund, the Master Trust, and the Master Fund or any of their respective
affiliates accepts responsibility for or guarantees the accuracy and/or completeness of the Index or any data included in the Index.

The
Shares are intended to provide investment results that generally correspond to the changes, positive or negative, in the levels of the Index over time. The value of the Shares is expected to fluctuate in relation to changes in the value of the
Master Funds portfolio. The market price of the Shares may not be identical to the net asset value per Share, but these two valuations are expected to be very close.

A patent application directed to the creation and operation of the Trust is pending at the United States Patent and Trademark Office.



3



---

##### Table of Contents

The Trustee

Under the Trust Agreements, Wilmington Trust Company, the Trustee of the Fund and the Master Fund, has delegated to the Managing Owner the exclusive management and control of all aspects of the business of the Trust, the Fund, the Master
Trust and the Master Fund. The Trustee will have no duty or liability to supervise or monitor the performance of the Managing Owner, nor will the Trustee have any liability for the acts or omissions of the Managing Owner. The Trustee is compensated
by the Managing Owner. Under the Trust Agreements, the Managing Owner, from the assets of the Fund or the Master Fund, will indemnify the Trustee for any liability or expense relating to the formation, operations and termination of the Funds
incurred without gross negligence or willful misconduct of the Trustee.

The Managing Owner

The Managing Owner was formed on May 23, 2005. The Managing Owner is an indirect wholly owned subsidiary of Deutsche Bank AG. The Managing Owner
serves as the commodity pool operator and commodity trading advisor of the Fund and the Master Fund. The Managing Owner and its trading principals have limited experience in operating commodity pools and managing futures trading accounts. The
Managing Owner is registered as a commodity pool operator and commodity trading advisor with the Commodity Futures Trading Commission (the CFTC) and is a member of the National Futures Association (the NFA). As a registered
commodity pool operator and commodity trading advisor, with respect to both the Fund and the Master Fund, the Managing Owner must comply with various regulatory requirements under the Commodity Exchange Act (the CEAct) and the rules and
regulations of the CFTC and the NFA, including investor protection requirements, antifraud prohibitions, disclosure requirements, and reporting and recordkeeping requirements. The Managing Owner is also subject to periodic inspections and audits by
the CFTC and NFA.

The Managing Owners main business offices are located at 60 Wall Street, New York, New York 10005, telephone
(212) 250-5122.

The Master Fund pays the Managing Owner a management fee (the Management Fee) monthly in arrears, in an
amount equal to 0.50% per annum of the daily net asset value of the Master Fund. No separate fee is paid by the Fund. The Management Fee is paid in consideration of the Managing Owners commodity futures trading advisory services.

Pursuant to the Trust Agreements, the Fund and the Master Fund will indemnify the Managing Owner against any losses, judgments,
liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities on behalf of the Master Fund and the Fund incurred without negligence or misconduct.

The Commodity Broker

Deutsche Bank Securities Inc.,
a Delaware corporation, serves as the Master Funds clearing broker (the Commodity Broker). The Commodity Broker is also an indirect wholly-owned subsidiary of Deutsche Bank AG and an affiliate of the Managing Owner. In its capacity
as clearing broker, the Commodity Broker executes and clears each of the Master Funds futures transactions and performs certain administrative services for the Master Fund.

A variety of executing brokers execute futures transactions on behalf of the Master Fund. Such executing brokers give-up, or transfer for
clearing, all such transactions to the Commodity Broker. The Commodity Broker is registered with the CFTC as a futures commission merchant and is a member of the NFA in such capacity.

The Master Fund pays to the Commodity Broker all brokerage commissions, including applicable exchange fees, NFA fees, give-up fees, pit brokerage fees
and other transaction related fees and expenses charged in connection with trading activities. The Commodity Brokers brokerage commissions and trading fees are determined on a contract-by-contract basis. Brokerage commissions and fees in any
future fiscal year or any part of any future fiscal year may be greater. On average, total charges paid to the Commodity Broker were less than $10.00 per round-turn trade for the Year Ended December 31, 2008 and the Period Ended
December 31, 2007.

A round-turn trade is a completed transaction involving both a purchase and a liquidating sale, or a sale followed
by a covering purchase.



4



---

##### Table of Contents

The Administrator

The Managing Owner, on behalf of the Fund and the Master Fund, has appointed The Bank of New York Mellon as the administrator (the Administrator) of the Fund and the Master Fund and has entered into an
Administration Agreement in connection therewith. The Bank of New York Mellon serves as custodian (the Custodian) of the Fund and has entered into a Global Custody Agreement (the Custody Agreement) in connection therewith.
The Bank of New York Mellon serves as the transfer agent (the Transfer Agent) of the Fund and has entered into a Transfer Agency and Service Agreement in connection therewith.

The Bank of New York Mellon, a banking corporation organized under the laws of the State of New
York with trust powers, has an office at 2 Hanson Place, 12thFloor, Brooklyn, New York 11217. The Bank of New York Mellon is subject to supervision
by the New York State Banking Department and the Board of Governors of the Federal Reserve System.

Pursuant to the Administration
Agreement, the Administrator performs or supervises the performance of services necessary for the operation and administration of the Fund and the Master Fund (other than making investment decisions), including receiving and processing orders from
Authorized Participants to create and redeem Baskets, net asset value calculations, accounting and other fund administrative services. The Administrator retains certain financial books and records, including: Basket creation and redemption books and
records, fund accounting records, ledgers with respect to assets, liabilities, capital, income and expenses, the registrar, transfer journals and related details, and trading and related documents received from futures commission merchants.

The Administration Agreement will continue in effect from the commencement of trading operations unless terminated on at least 90
days prior written notice by either party to the other party. Notwithstanding the foregoing, the Administrator may terminate the Administration Agreement upon 30 days prior written notice if the Fund and/or Master Fund has materially
failed to perform its obligations under the Administration Agreement.

The Administration Agreement provides for the exculpation and
indemnification of the Administrator from and against any costs, expenses, damages, liabilities or claims (other than those resulting from the Administrators own bad faith, negligence or willful misconduct) which may be imposed on, incurred by
or asserted against the Administrator in performing its obligations or duties under the Administration Agreement.

The Administrators
monthly fees are paid on behalf of the Fund and the Master Fund by the Managing Owner out of the Management Fee.

The Administrator and any
of its affiliates may from time-to-time purchase or sell Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.

The Administrator receives a transaction processing fee in connection with orders from Authorized Participants to create or redeem Baskets in the amount
of $500 per order. These transaction processing fees are paid indirectly by the Authorized Participants and not by the Fund or the Master Fund.

The
Distributor

ALPS Distributors, Inc. (the Distributor) provides certain distribution services to the Fund. Pursuant to the
Distribution Services Agreement between the Managing Owner, in its capacity as managing owner of the Fund, the Fund and the Distributor, the Distributor assists the Managing Owner and the Administrator with certain functions and duties relating to
distribution and marketing services to the Fund including reviewing and approving marketing materials.

The Distribution Services Agreement
is terminable without penalty on sixty days written notice by the Managing Owner or by the Distributor. The Distribution Services Agreement will automatically terminate in the event of its assignment.

Pursuant to the Distribution Services Agreement, the Fund will 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



5



---

##### Table of Contents

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.

Invesco Powershares Capital Management LLC

Under the License Agreement among Invesco Powershares Capital Management LLC (formerly known as PowerShares Capital Management LLC) (the
Licensor), and the Managing Owner in its own capacity and in its capacity as managing owner of the Fund (the Fund and the Managing Owner, collectively, the Licensees), the Licensor granted to each Licensee a non-exclusive
license to use the PowerShares® trademark (the Trademark) anywhere in the world, solely in connection with the marketing and promotion of the Fund and to use or refer to the Trademark in connection with the issuance and
trading of the Fund as necessary.

Invesco Aim Distributors, Inc.

Through a marketing agreement between the Managing Owner and Invesco Aim Distributors, Inc. (formerly known as A I M Distributors, Inc.) (Invesco Aim Distributors), an affiliate of Invesco PowerShares
Capital Management LLC (Invesco PowerShares), the Managing Owner, on behalf of the Fund and the Master Fund, has appointed Invesco Aim Distributors as a marketing agent. Invesco Aim Distributors assists the Managing Owner and the
Administrator with certain functions and duties such as providing various educational and marketing activities regarding the Fund, primarily in the secondary trading market, which activities include, but are not limited to, communicating the
Funds name, characteristics, uses, benefits, and risks, consistent with the prospectus. Invesco Aim Distributors will not open or maintain customer accounts or handle orders for the Fund. Invesco Aim Distributors engages in public seminars,
road shows, conferences, media interviews, and distributes sales literature and other communications (including electronic media) regarding the Fund.

Tax Reporting

The Fund has retained the services of PricewaterhouseCoopers LLP to assist with certain tax reporting
requirements of the Fund and its Shareholders.

Regulation

Futures exchanges in the United States are subject to regulation under the CEAct by the CFTC, the governmental agency having responsibility for regulation of futures exchanges and trading on those exchanges. No U.S.
governmental agency regulates the over-the-counter (the OTC) foreign exchange markets.

The CEAct and the CFTC also regulate
the activities of commodity trading advisors and commodity pool operators and the CFTC has adopted regulations with respect to certain of such persons activities. Pursuant to its authority, the CFTC requires a commodity
pool operator (such as the Managing Owner) to keep accurate, current and orderly records with respect to each pool it operates. The CFTC may suspend the registration of a commodity pool operator if the CFTC finds that the operator has violated the
CEAct or regulations thereunder and in certain other circumstances. Suspension, restriction or termination of the Managing Owners registration as a commodity pool operator would prevent it, until such time (if any) as such registration were to
be reinstated, from managing, and might result in the termination of, the Fund and the Master Fund. The CEAct gives the CFTC similar authority with respect to the activities of commodity trading advisors, such as the Managing Owner. If the
registration of a managing owner as a commodity trading advisor were to be terminated, restricted or suspended, the managing owner would be unable, until such time (if any) as such registration were to be reinstated, to render trading advice to the
Fund and the Master Fund. The Fund and the Master Fund themselves are not registered with the CFTC in any capacity.

The CEAct requires all
futures commission merchants, such as the Commodity Broker, to meet and maintain specified fitness and financial requirements, segregate customer funds from proprietary funds and account separately for all customers funds and
positions, and to maintain specified books and records open to inspection by the staff of the CFTC.

The CEAct also gives the states
certain powers to enforce its provisions and the regulations of the CFTC.

Shareholders are afforded certain rights for reparations under
the CEAct. Shareholders may also be able to maintain a private right of action for certain violations of the CEAct. The CFTC has adopted rules implementing the reparation provisions of the CEAct which provide that any person may file a complaint for
a reparations award with the CFTC for



6



---

##### Table of Contents

violation of the CEAct against a floor broker, futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, and their
respective associated persons.

Pursuant to authority in the CEAct, the NFA has been formed and registered with the CFTC as a
registered futures association. At the present time, the NFA is the only non-exchange self-regulatory organization for commodities professionals. NFA members are subject to NFA standards relating to fair trade practices, financial
condition, and consumer protection. As the self-regulatory body of the commodities industry, the NFA promulgates rules governing the conduct of commodity professionals and disciplines those professionals who do not comply with such standards. The
CFTC has delegated to the NFA responsibility for the registration of commodity trading advisors, commodity pool operators, futures commission merchants, introducing brokers and their respective associated persons and floor brokers. The Commodity
Broker and the Managing Owner are members of the NFA (the Fund and the Master Fund themselves are not required to become members of the NFA).

The CFTC has no authority to regulate trading on foreign commodity exchanges and markets.

Employees

The Fund and the Master Fund have no employees.

Available Information

The Fund files with or submits to the SEC annual, quarterly and current reports and other
information meeting the informational requirements of the Exchange Act. These reports are available on the Managing Owners website at http://dbfunds.db.com. Investors may also inspect and copy these reports, proxy statements and other
information, and related exhibits and schedules, at the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20549. Investors may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. In addition, the SEC maintains an Internet site that contains reports, proxy and information statements and other information filed electronically by us with the SEC which are available on the SECs Internet site at
http://www.sec.gov.

The Fund also posts monthly performance reports and its annual report, as required by the CFTC, on the Managing
Owners website at the address listed above.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

An investment in the securities
of the Fund involves a high degree of risk. Investors should consider carefully all of the risks described below, together with the other information contained in this report and the Prospectus, before making a decision to invest in the securities
of the Fund. If any of the following risks occur, the business, financial condition and results of operations of the Fund may be adversely affected.

Investment and Trading Related Risks

The Value of the Shares Relates Directly to the Value of the Futures Contracts and Other
Assets Held by the Master Fund and Fluctuations in the Price of These Assets Could Materially Adversely Affect an Investment in the Funds Shares.

The Shares are designed to reflect as closely as possible the changes, whether positive or negative, in the level of the Index, over time, through the Master Funds investment in the DX Contracts. The value of
the Shares relates directly to the changes in market value over time, whether positive or negative, of the DX Contracts, less the liabilities (including estimated accrued but unpaid expenses) of the Fund and the Master Fund. The price of the DX
Contracts may fluctuate widely. Several factors may affect the price of the Index Currencies, and in turn, the DX Contracts owned by the Master Fund, including, but not limited to:



| |  |  | National debt levels and trade deficits, including changes in balances of payments and trade;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | Domestic and foreign inflation rates and investors expectations concerning inflation rates;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Domestic and foreign interest rates and investors expectations concerning interest rates;
| | - |  | ------------------------------------------------------------------------------------------



7



---

##### Table of Contents

| |  |  | Currency exchange rates;
| | - |  | ------------------------



| |  |  | Investment and trading activities of mutual funds, hedge funds and currency funds;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | Global or regional political, economic or financial events and situations;
| | - |  | --------------------------------------------------------------------------



| |  |  | Supply and demand changes which influence the foreign exchange rates of various currencies;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | Monetary policies of governments (including exchange control programs, restrictions on local exchanges or markets and limitations on foreign investment in a country
or on investment by residents of a country in other countries), trade restrictions, currency devaluations and revaluations;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Governmental intervention in the currency market, directly and by regulation, in order to influence currency prices; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Expectations among market participants that a currencys value soon will change.
| | - |  | --------------------------------------------------------------------------------

Net Asset Value May Not Always Correspond to Market Price and, as a Result, Baskets May be Created or Redeemed at a Value that Differs from the Market Price of the
Shares.

The net asset value per Share will change as fluctuations occur in the market value of the Master Funds portfolio.
Investors should be aware that the public trading price of a Basket of Shares may be different from the net asset value of a Basket of Shares (i.e., 200,000 Shares may trade at a premium over, or a discount to, net asset value of a Basket of Shares)
and similarly the public trading price per Share may be different from its net asset value per Share. Consequently, an Authorized Participant may be able to create or redeem a Basket of Shares at a discount or a premium to the public trading price
per Share. This price difference may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Shares are closely related, but not identical, to the same forces influencing the prices of the Index
Currencies trading individually or in the aggregate at any point in time. Investors also should note that the size of the Fund in terms of total assets held may change substantially over time and from time-to-time as Baskets are created and
redeemed.

Authorized Participants or their clients or customers may have an opportunity to realize a riskless profit if they can purchase
a Basket at a discount to the public trading price of the Shares or can redeem a Basket at a premium over the public trading price of the Shares. The Managing Owner expects that the exploitation of such arbitrage opportunities by Authorized
Participants and their clients and customers will tend to cause the public trading price to track net asset value per Share closely over time.

The value of a Share may be influenced by non-concurrent trading hours between the NYSE Arca and ICE Futures U.S., which is the futures exchange on which DX Contracts are traded. While the Shares trade on the NYSE Arca from 9:30 a.m. to
4:00 p.m. Eastern Standard Time, DX Contracts are traded for 22 consecutive hours on ICE Futures U.S. from 8:00 p.m. Eastern Standard Time to 6:00 p.m. Eastern Standard Time on the next business day. Consequently, liquidity in DX Contracts will be
reduced after the close of the NYSE Arcas trading at 4:00 p.m. Eastern Standard Time. As a result, during the time when the ICE Futures U.S. is open and the NYSE Arca is closed, trading spreads and the resulting premium or discount on the
Shares may widen, and, therefore, increase the difference between the price of the Shares and the net asset value of the Shares.

The Funds
Performance May Not Always Replicate Exactly the Changes in the Levels of the Index.

It is possible that the Funds
performance may not fully replicate the changes in the levels of the Index due to disruptions in the markets for the Index Currencies or DX Contracts, or due to other extraordinary circumstances. In addition, the Fund is not able to replicate
exactly the changes in the levels of the Index because the total return generated by the Master Fund is reduced by expenses and transaction costs, including those incurred in connection with the Master Funds trading activities, and increased
by interest income from the Master Funds holdings of short-term high quality fixed income securities. Tracking the Index requires trading of the Master Funds portfolio with a view to tracking the Index over time and is dependent upon the
skills of the Managing Owner and its trading principals, among other factors.



8



---

##### Table of Contents

The Master Fund is Not Actively Managed and Tracks the Index During Periods in which the Index Is Flat or Declining
as well as when the Index Is Rising.

The Master Fund is not actively managed by traditional methods. For example, if the DX
Contracts owned by the Master Fund are declining in value, the Master Fund will not close out such positions, except in connection with a change in the composition or weighting of the Index. The Managing Owner seeks to cause the net asset value to
track the Index during periods in which the Index is flat or declining as well as when the Index is rising.

Investors who Invest Only in the Fund
May Not be Able to Profit if the Market Value of the DX Contracts Moves Against Such Investment.

The Fund is expected to rise as a
result of any downward price movement in DX Contracts.

If the price of the DX Contracts decreases, the Fund will profit and the
PowerShares DB US Dollar Bullish Fund (the Bullish Fund) will suffer a loss. If the price of the DX Contracts increases, the Fund will suffer a loss and the Bullish Fund will profit. Therefore, the investment experience of investors who
plan to invest in either the Fund or the Bullish Fund will depend upon selection of the appropriate fund in light of the price movements of the DX Contracts. Such selection may become unprofitable in the future if the price of the DX Contracts
changes direction.

Certain investors who decide to invest in both the Fund Shares and the Bullish Fund Shares may, nevertheless, suffer
losses if the investors investment mix between the Fund Shares and the Bullish Fund Shares is biased in one direction and the market price of the DX Contracts moves in the opposite direction. Additionally, investors should not invest in equal
amounts in both the Fund and the Bullish Fund simultaneously. The net effect of such an investment will be the income from the underlying 3-month U.S. Treasury bills, less fees and expenses.

The NYSE Arca May Halt Trading in the Shares Which Would Adversely Impact Your Ability to Sell Shares.

The Shares are listed for trading on the NYSE Arca under the market symbol UDN. Trading in Shares may be halted due to market conditions or,
in light of NYSE Arca rules and procedures, for reasons that, in the view of the NYSE Arca, make trading in Shares inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to circuit
breaker rules that require trading to be halted for a specified period based on a specified market decline. There can be no assurance that the requirements necessary to maintain the listing of the Shares will continue to be met or will remain
unchanged. The Fund and the Master Fund will be terminated if the Shares are delisted.

The Lack of an Active Trading Market for the Shares May
Result in Losses on Your Investment in the Fund at the Time of Disposition of Your Shares.

Although the Shares are listed and
traded on the NYSE Arca, there can be no guarantee that an active trading market for the Shares will be maintained. If you need to sell your Shares at a time when no active market for them exists, the price you receive for your Shares, assuming that
you are able to sell them, likely will be lower than that you would receive if an active market did exist.

The Shares Are a New Securities Product
and Their Value Could Decrease if Unanticipated Operational or Trading Problems Arise.

The mechanisms and procedures governing the
creation, redemption and offering of the Shares have been developed specifically for this securities product. Consequently, there may be unanticipated problems or issues with respect to the mechanics of the operations of the Fund and the Master Fund
and the trading of the Shares that could have a material adverse effect on an investment in the Shares. In addition, although the Master Fund is not actively managed by traditional methods, to the extent that unanticipated operational or
trading problems or issues arise, the Managing Owners past experience and qualifications may not be suitable for solving these problems or issues.

As the Managing Owner and its Principals have Only a Limited History of Operating Investment Vehicles like the Fund or the Master Fund, their Experience may be Inadequate or Unsuitable to Manage the Fund or the Master Fund.

The Managing Owner was formed to be the managing owner of investment vehicles such as the Fund and the Master Fund and has only a limited
history of past performance. The past performances of the Managing Owners management of



9



---

##### Table of Contents

other commodity pools are no indication of its ability to manage an investment vehicle such as the Fund or the Master Fund. If the experience of the Managing
Owner and its principals is not adequate or suitable to manage an investment vehicle such as the Fund and the Master Fund, the operations of the Fund and the Master Fund may be adversely affected.

You May Not Rely on Past Performance or Index Results in Deciding Whether to Buy Shares.

The Fund and the Master Fund have a limited performance history upon which to evaluate your investment in the Fund and the Master Fund. Although past
performance is not necessarily indicative of future results, if the Fund and the Master Fund had a longer performance history, such performance history might (or might not) provide you with more information on which to evaluate an investment in the
Fund and the Master Fund. Likewise, the Index has a limited history which might not be indicative of future Index results, or of the future performance of the Fund or the Master Fund. Therefore, you will have to make your decision to invest in the
Fund on the basis of limited information.

Fewer Representative Index Currencies May Result In Greater Index Volatility.

The Index is concentrated in terms of the number of currencies represented. You should be aware that other currency indexes are more diversified in terms
of the number of currencies included. Concentration in fewer currencies may result in a greater degree of volatility in the Index and the net asset value of the Fund and the Master Fund which tracks the Index under specific market conditions and
over time.

Short Selling Theoretically Exposes the Master Fund to Unlimited Losses.

Investors may invest in either the Fund or the Bullish Fund, the second series established by the Trust, which invests into the PowerShares DB US Dollar
Index Bullish Master Fund (the Bullish Master Fund).

The Bullish Master Fund establishes long positions in DX Contracts. The
price of these DX Contracts is linked to the US Dollar Index (the USDX®). The Bullish Master Fund will profit if the USDX® rises and the Bullish Master Fund will suffer loss if the USDX® falls. Because the USDX® cannot
fall below zero, the Bullish Master Funds exposure to loss is limited to the notional value of the DX Contracts at the time of establishment.

By contrast, the Master Fund establishes short positions in DX Contracts. The price of these DX Contracts is linked to the USDX®. The Master Fund will profit if the USDX® falls and the Master Fund will suffer loss if the USDX®
rises. Because the USDX® could, in theory, rise infinitely, a short position in DX Contracts exposes the Master Fund to theoretically unlimited liability.

Each corresponding Master Fund establishes long or short positions in the DX Contracts accordingly. The Master Funds losses with respect to its corresponding Fund Shares could result in the total loss of your
investment. Because liability due to losses will be segregated to either the Bullish Fund or the Fund, as applicable, losses to investors in the Fund will not subject investors in the Bullish Fund to such exposure.

Unusually Long Peak-to-Valley Drawdown Periods With Respect To Both the Long Index and the Short Index May Be Reflected in Equally Long Peak-to-Valley Drawdown
Periods with Respect to the Performance of the Shares.

Although past Index levels are not necessarily indicative of future Index
levels, both the Short Index and the Long Index have experienced unusually long peak-to-valley drawdown periods.

As of December 31,
2008, the closing level of the Short Index experienced a peak-to-valley drawdown of (36.82)% during the period from June 1995  January 2002.

As of December 31, 2008, the closing level of the Long Index experienced a peak-to-valley drawdown of (45.39)% during the period from December 1986  March 2008.

During the period from June 1995  January 2002, both the Long Index and Short Index experienced drawdown periods simultaneously.

Because it is expected that the Funds performance will track the changes in the closing levels of the underlying Index, the Fund would suffer a
continuous drawdown during the period that the Index suffers such a drawdown period, and in turn, the value of your Shares will also suffer.



10



---

##### Table of Contents

Price Volatility May Possibly Cause the Total Loss of Your Investment.

Futures contracts have a high degree of price variability and are subject to occasional rapid and substantial changes. Consequently, you could lose all
or substantially all of your investment in the Fund.

The following table* reflects various measures of volatility** of the Index as
calculated on an excess return basis:



|                                         |  |            |  |            
|---------------------------------------- |  | ---------- |  | -----------
|                                         |  | Volatility
|                                         |  |           
|Volatility Type                          |  | Long Index |  | Short Index
|Daily volatility over full history       |  | 8.87%      |  | 8.89%      
|Average rolling 3-month daily volatility |  | 8.50%      |  | 8.49%      
|Monthly return volatility                |  | 8.78%      |  | 8.72%      
|Average annual volatility                |  | 8.72%      |  | 8.72%      

The following table reflects the daily volatility on an annual basis of the Long Index and the
Short Index:



|        |  |                  |  |            
|------- |  | ---------------- |  | -----------
|        |  | Daily
Volatility
|        |  |                 
|Year    |  | Long Index       |  | Short Index
|1986*** |  | 0.00%            |  | 0.00%      
|1987    |  | 9.44%            |  | 9.07%      
|1988    |  | 9.64%            |  | 9.70%      
|1989    |  | 10.25%           |  | 10.23%     
|1990    |  | 8.77%            |  | 8.35%      
|1991    |  | 11.53%           |  | 11.89%     
|1992    |  | 11.70%           |  | 12.06%     
|1993    |  | 9.43%            |  | 9.54%      
|1994    |  | 7.83%            |  | 7.52%      
|1995    |  | 9.78%            |  | 9.55%      
|1996    |  | 4.99%            |  | 5.01%      
|1997    |  | 7.59%            |  | 7.91%      
|1998    |  | 8.06%            |  | 7.94%      
|1999    |  | 7.59%            |  | 7.71%      
|2000    |  | 8.77%            |  | 9.17%      
|2001    |  | 8.79%            |  | 8.65%      
|2002    |  | 7.49%            |  | 7.19%      
|2003    |  | 8.44%            |  | 8.25%      
|2004    |  | 9.52%            |  | 9.23%      
|2005    |  | 8.11%            |  | 8.48%      
|2006    |  | 6.96%            |  | 6.76%      
|2007    |  | 5.21%            |  | 5.08%      
|2008*   |  | 11.94%           |  | 12.46%     

Past Index results are not necessarily indicative of future changes, positive or negative, in the Index levels.



|* | As of December 31, 2008.
|- | ------------------------



|** | Volatility, for these purposes means the following:
|-- | ---------------------------------------------------

Daily Volatility: The relative rate at which the price of the Index moves up and down, found by calculating the annualized standard deviation of the daily change in price.

Monthly Return Volatility: The relative rate at which the price of the Index moves up and down, found by calculating the annualized standard
deviation of the monthly change in price.

Average Annual Volatility: The average of yearly volatilities for a given sample period.
The yearly volatility is the relative rate at which the price of the Index moves up and down, found by calculating the annualized standard deviation of the daily change in price for each business day in the given year.



|*** | As of December 31, 1986.
|--- | ------------------------



11



---

##### Table of Contents

Fees and Commissions are Charged Regardless of Profitability and May Result in Depletion of Assets.

The Fund is indirectly subject to the fees and expenses described herein which are payable irrespective of profitability. Such
fees and expenses include asset-based fees of 0.50% per annum. Additional charges include brokerage fees of approximately 0.05% per annum in the aggregate and selling commissions. The Fund is expected to earn interest income at an annual
rate of 0.29% per annum, based upon the yield on 3-month U.S. Treasury bills as of February 18, 2009. Because the Funds current interest income does not exceed its fees and expenses (other than selling commissions), the Fund will
need to have a positive performance that exceeds the difference between the Funds interest income and its fees and expenses (other than selling commissions) in order to break even. If the aggregate of the Funds performance and interest
income do not exceed the Funds fees and expenses described herein, then the expenses of the Master Fund could, over time, result in losses to your investment therein. You may never achieve profits, significant or otherwise.

You Cannot Be Assured of the Managing Owners Continued Services, Which Discontinuance May Be Detrimental to the Fund.

You cannot be assured that the Managing Owner will be willing or able to continue to service the Fund and the Master Fund for any length of time. If the
Managing Owner discontinues its activities on behalf of the Fund and the Master Fund, the Fund and the Master Fund may be adversely affected.

Possible Illiquid Markets May Exacerbate Losses.

Futures positions cannot always be liquidated at the desired
price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption, such as when foreign governments may take or be subject to political actions which disrupt
the markets in their currency or major exports, can also make it difficult to liquidate a position.

There can be no assurance that market
illiquidity will not cause losses for the Fund. The large size of the positions which the Master Fund may acquire on behalf of the Fund increases the risk of illiquidity by both making its positions more difficult to liquidate and increasing the
losses incurred while trying to do so. Any type of disruption or illiquidity will be exacerbated due to the fact that the Master Fund only invests in the DX Contract.

You May Be Adversely Affected by Redemption Orders that Are Subject To Postponement, Suspension or Rejection Under Certain Circumstances.

The Fund may, in its discretion, suspend the right of redemption or postpone the redemption settlement date, (1) for any period during which an
emergency exists as a result of which the redemption distribution is not reasonably practicable, or (2) for such other period as the Managing Owner determines to be necessary for the protection of the Shareholders of the Fund. In addition, the
Fund will reject a redemption order if the order is not in proper form as described in the participant agreement among the Authorized Participant, the Managing Owner and the Managing Owner in its capacity as managing owner of the Fund or if the
fulfillment of the order, in the opinion of its counsel, might be unlawful. Any such postponement, suspension or rejection could adversely affect a redeeming Authorized Participant. For example, the resulting delay may adversely affect the value of
the Authorized Participants redemption proceeds if the net asset value of the Fund declines during the period of delay. The Fund disclaims any liability for any loss or damage that may result from any such suspension or postponement.

Because the Futures Contracts Have No Intrinsic Value, the Positive Performance of Your Investment Is Wholly Dependent Upon an Equal and Offsetting
Loss.

Futures trading is a risk transfer economic activity. For every gain there is an equal and offsetting loss rather than an
opportunity to participate over time in general economic growth. Unlike most alternative investments, an investment in Shares does not involve acquiring any asset with intrinsic value. Overall stock and bond prices could rise significantly and the
economy as a whole prosper while Shares trade unprofitably.

Failure of Currency Futures Trading to Exhibit Low to Negative Correlation to General
Financial Markets Will Reduce Benefits of Diversification and May Exacerbate Losses to Your Portfolio.

Historically, currency
futures returns have tended to exhibit low to negative correlation with the returns of other assets such as stocks and bonds. Although currency futures trading can provide a diversification benefit to investor portfolios



12



---

##### Table of Contents

because of its low to negative correlation with other financial assets, the fact that the Index is not 100% negatively correlated with financial assets such
as stocks and bonds means that the Fund cannot be expected to be automatically profitable during unfavorable periods for the stock or bond market, or vice-versa. If the Shares perform in a manner that correlates with the general financial markets or
do not perform successfully, you will obtain no diversification benefits by investing in the Shares and the Shares may produce no gains to offset your losses from other investments.

Shareholders Will Not Have the Protections Associated With Ownership of Shares in an Investment Company Registered Under the Investment Company Act of 1940.

Neither the Fund nor the Master Fund is registered as an investment company under the Investment Company Act of 1940, and is not required to register
under such Act. Consequently, Shareholders do not have the regulatory protections provided to the investors in registered and regulated investment companies.

Various Actual and Potential Conflicts of Interest May Be Detrimental to Shareholders.

The Fund and the Master Fund
are subject to actual and potential conflicts of interest involving the Managing Owner, various commodity futures brokers and Authorized Participants. The Managing Owner and its principals, all of whom are engaged in other investment activities, are
not required to devote substantially all of their time to the business of the Fund and the Master Fund, which also presents the potential for numerous conflicts of interest with the Fund and the Master Fund. As a result of these and other
relationships, parties involved with the Fund and the Master Fund have a financial incentive to act in a manner other than in the best interests of the Fund, the Master Fund and the Shareholders. The Managing Owner has not established any formal
procedure to resolve conflicts of interest. Consequently, investors are dependent on the good faith of the respective parties subject to such conflicts to resolve them equitably. Although the Managing Owner attempts to monitor these conflicts, it is
extremely difficult, if not impossible, for the Managing Owner to ensure that these conflicts do not, in fact, result in adverse consequences to the Shareholders.

The Fund and the Master Fund may be subject to certain conflicts with respect to the Commodity Broker, including, but not limited to, conflicts that result from receiving greater amounts of compensation from other
clients, or purchasing opposite or competing positions on behalf of third party accounts traded through the Commodity Broker.

Tax Related Risks

Shareholders of the Fund Will Be Subject to Taxation on Their Share of the Funds Taxable Income (Including the Funds Share of
the Master Funds Taxable Income), Whether or Not They Receive Cash Distributions.

Shareholders of the Fund will be subject
to U.S. federal income taxation and, in some cases, state, local, or foreign income taxation on their share of the Funds taxable income (including the Master Funds taxable income allocable to the Fund), whether or not they receive cash
distributions from the Fund. Shareholders of the Fund may not receive cash distributions equal to their share of the Funds taxable income (including the Master Funds taxable income) or even the tax liability that results from such
income.

Items of Income, Gain, Loss and Deduction With Respect to Shares Could Be Reallocated if the IRS Does Not Accept the Assumptions or
Conventions Used by the Fund or the Master Fund in Allocating Such Tax Items.

U.S. federal income tax rules applicable to
partnerships are complex and often difficult to apply to publicly traded partnerships. The Fund and the Master Fund will apply certain assumptions and conventions in an attempt to comply with the applicable rules and to report items of income, gain,
loss and deduction to Shareholders of the Fund in a manner that reflects the Shareholders beneficial interest in such tax items, but these assumptions and conventions may not be considered to be in compliance with all aspects of the applicable
tax requirements. It is possible that the IRS will successfully assert that the conventions and assumptions used by the Fund or the Master Fund do not satisfy the technical requirements of the Code and/or Treasury Regulations and could require that
items of income, gain, loss, or deduction be adjusted or reallocated in a manner that adversely affects one or more Shareholders.



13



---

##### Table of Contents

The Current Treatment of Long Term Capital Gains Under Current U.S. Federal Income Tax Law May Be Adversely
Affected, Changed or Repealed in the Future.

Under current law, long term capital gains are taxed to non-corporate investors at a
maximum U.S. federal income tax rate of 15%. This tax treatment may be adversely affected, changed or repealed by future changes in tax laws at any time and is currently scheduled to expire for tax years beginning after December 31, 2010.

PROSPECTIVE INVESTORS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISERS AND COUNSEL WITH RESPECT TO THE POSSIBLE TAX CONSEQUENCES TO
THEM OF AN INVESTMENT IN THE SHARES; SUCH TAX CONSEQUENCES MAY DIFFER IN RESPECT OF DIFFERENT INVESTORS.

Other Risks

Failure of Futures Commission Merchants or Commodity Brokers to Segregate Assets May Increase Losses; Despite Segregation of Assets, the Master Fund Remains at
Risk of Significant Losses Because the Master Fund May Only Receive a Pro-Rata Share of the Assets, or No Assets at All.

The CEAct
requires a clearing broker to segregate all funds received from customers from such brokers proprietary assets. If the Commodity Broker fails to do so, the assets of the Master Fund might not be fully protected in the event of the Commodity
Brokers bankruptcy. Furthermore, in the event of the Commodity Brokers bankruptcy, the Master Fund Units could be limited to recovering either a pro rata share of all available funds segregated on behalf of the Commodity Brokers
combined customer accounts or the Master Fund Units may not recover any assets at all, even though certain property specifically traceable to the Master Fund was held by the Commodity Broker. The Commodity Broker may, from time-to-time, have been
the subject of certain regulatory and private causes of action.

In the event of a bankruptcy or insolvency of any exchange or a clearing
house, the Master Fund could experience a loss of the funds deposited through its Commodity Broker as margin with the exchange or clearing house, a loss of any unrealized profits on its open positions on the exchange, and the loss of profits on its
closed positions on the exchange.

Regulatory Changes or Actions May Alter the Nature of an Investment in the Fund.

Considerable regulatory attention has been focused on non-traditional investment pools which are publicly distributed in the United States. There is a
possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in the Fund or the ability of the Fund to continue to implement its investment strategy.

The futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the CFTC and the exchanges are authorized
to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of
trading. The regulation of futures transactions in the United States is a rapidly changing area of law and is subject to modification by government and judicial action. The effect of any future regulatory change on the Fund is impossible to predict,
but could be substantial and adverse.

Lack of Independent Advisers Representing Investors.

The Managing Owner has consulted with counsel, accountants and other advisers regarding the formation and operation of the Fund and the Master Fund. No
counsel has been appointed to represent you in connection with the offering of the Shares. Accordingly, you should consult your own legal, tax and financial advisers regarding the desirability of an investment in the Shares.

Possibility of Termination of the Fund or Master Fund May Adversely Affect Your Portfolio.

The Managing Owner may withdraw from the Fund upon 120 days notice, which would cause the Fund and the Master Fund to terminate unless a substitute
managing owner were obtained. Owners of 50% of the Shares have the power to terminate the Fund. If it is so exercised, investors who may wish to continue to invest in the Funds Index through a fund vehicle will have to find another vehicle,
and may not be able to find another vehicle that offers the same features as the Fund. Such detrimental developments could cause you to liquidate your investments and upset the overall maturity and timing of your investment portfolio. If the
registrations with the CFTC or memberships in the NFA of the Managing Owner



14



---

##### Table of Contents

or the Commodity Broker were revoked or suspended, such entity would no longer be able to provide services to the Fund and the Master Fund.

Shareholders Do Not Have the Rights Enjoyed by Investors in Certain Other Vehicles.

As interests in separate series of a Delaware statutory trust, the Shares have none of the statutory rights normally associated with the ownership of
shares of a corporation (including, for example, the right to bring oppression or derivative actions). In addition, the Shares have limited voting and distribution rights (for example, Shareholders do not have the right to
elect directors and the Fund is not required to pay regular distributions, although the Fund may pay distributions at the discretion of the Managing Owner).

An Investment in the Shares May Be Adversely Affected by Competition From Other Methods of Investing in Currencies.

The Fund and the Master Fund constitute a relatively new, and thus initially untested, type of investment vehicle. They compete with other financial vehicles, including other commodity pools, hedge funds, traditional debt and equity
securities issued by companies and foreign governments, other securities backed by or linked to currencies, and direct investments in the underlying currencies or currencies futures contracts. Market and financial conditions, and other conditions
beyond the Managing Owners control, may make it more attractive to invest in other financial vehicles or to invest in such currencies directly, which could limit the market for the Shares and reduce the liquidity of the Shares.

Competing Claims Over Ownership of Intellectual Property Rights Related to the Fund Could Adversely Affect the Fund and an Investment in the Shares.

While the Managing Owner believes that all intellectual property rights needed to operate the Fund and the Master Fund are either
owned by or licensed to the Managing Owner or have been obtained, third parties may allege or assert ownership of intellectual property rights which may be related to the design, structure and operations of the Fund and the Master Fund. To the
extent any claims of such ownership are brought or any proceedings are instituted to assert such claims, the negotiation, litigation or settlement of such claims, or the ultimate disposition of such claims in a court of law if a suit is brought, may
adversely affect the Fund and the Master Fund and an investment in the Shares, for example, resulting in expenses or damages or the termination of the Fund and the Master Fund.

Because the Price of DX Contracts Is Primarily Influenced by Short-Term Interest Rate Differentials, You May Sell Your Shares at a Time When the DX Contracts Are Being Traded at a Discount, and Therefore Receive
an Amount that Would be Lower than if the DX Contracts Were Trading at a Premium.

The price of DX Contracts responds directly to
short-term interest rate differentials. For example, if interest rates in the U.S. are broadly higher than international interest rates, then DX Contracts will trade at a discount to the spot index. If U.S. rates are lower, DX Contracts will trade
at a premium to the spot index. This relationship also holds for long-dated futures versus nearby futures. Because interest rates move up and down, DX Contracts may trade at a premium some of the time and at a discount at other times. In turn, if
you sell your Shares during a period when the DX Contracts are trading at a discount, you may receive less than you may have received if you sold your Shares during a period when the DX Contracts are trading at a premium.

The Value of the Shares Will be Adversely Affected if the Fund or the Master Fund is Required to Indemnify the Trustee or the Managing Owner.

Under the Trust Agreements, the Trustee and the Managing Owner have the right to be indemnified for any liability or expense either incurs without
negligence or misconduct. That means the Managing Owner may require the assets of the Master Fund to be sold in order to cover losses or liability suffered by it or by the Trustee. Any sale of that kind would reduce the net asset value of the Master
Fund and the value of the Shares.

The Net Asset Value Calculation of the Master Fund May Be Overstated or Understated Due to the Valuation Method
Employed When a Settlement Price is not Available on the Date of Net Asset Value Calculation.

Calculating the net asset value of
the Master Fund (and, in turn, the Fund) includes, in part, any unrealized profits or losses on open currency futures contracts. Under normal circumstances, the net asset value of the Master Fund reflects the settlement price of open currency
futures contracts on the date when the net asset value is being calculated. However, if a



15



---

##### Table of Contents

currency futures contract traded on an exchange (both U.S. and, to the extent it becomes applicable, non-U.S. exchanges) could not be liquidated on such day
(due to the operation of daily limits or other rules of the exchange or otherwise), the settlement price on the most recent day on which the position could have been liquidated will be the basis for determining the market value of such position for
such day. In such a situation, there is a risk that the calculation of the net asset value of the Master Fund on such day will not accurately reflect the realizable market value of such currency futures contract. For example, daily limits are
generally triggered in the event of a significant change in market price of a currency futures contract. Therefore, as a result of the daily limit, the current settlement price is unavailable. Because the settlement price on the most recent day on
which the position could have been liquidated would be used in lieu of the actual settlement price on the date of determination, there is a risk that the resulting calculation of the net asset value of the Master Fund (and, in turn, the Fund) could
be under or overstated, perhaps to a significant degree. Although the DX Contracts that the Master Fund will invest in are not currently subject to daily limits, the terms and conditions of these contracts may change in the future, and
thus, may subject the Fund to the above-described risks.

Exchange Rates on the Index Currencies Could be Volatile and Could Materially and Adversely
Affect the Performance of the Shares.

Foreign exchange rates are influenced by national debt levels and trade deficits, domestic
and foreign inflation rates and investors expectations concerning inflation rates, domestic and foreign interest rates and investors expectations concerning interest rates, currency exchange rates, investment and trading activities of
mutual funds, hedge funds and currency funds; and global or regional political, economic or financial events and situations. Additionally, foreign exchange rates on the Index Currencies may also be influenced by changing supply and demand for a
particular Index Currency, monetary policies of governments (including exchange control programs, restrictions on local exchanges or markets and limitations on foreign investment in a country or on investment by residents of a country in other
countries), changes in balances of payments and trade, trade restrictions, currency devaluations and revaluations. Also, governments from time-to-time intervene in the currency markets, directly and by regulation, in order to influence prices
directly. Additionally, expectations among market participants that a currencys value soon will change may also affect exchange rates on the Index Currencies, and in turn, both the Index and the DX Contracts. These events and actions are
unpredictable. The resulting volatility in the exchange rates on the underlying Index Currencies may materially and adversely affect the market value of the DX Contracts, which would then negatively impact the value of your Shares.

Substantial Sales of Index Currencies by the Official Sector Could Adversely Affect an Investment in the Shares.

The official sector consists of central banks, other governmental agencies and multi-lateral institutions that buy, sell and hold certain Index
Currencies as part of their reserve assets. The official sector holds a significant amount of Index Currencies that can be mobilized in the open market. In the event that future economic, political or social conditions or pressures require members
of the official sector to sell their Index Currencies simultaneously or in an uncoordinated manner, the demand for Index Currencies might not be sufficient to accommodate the sudden increase in the supply of certain Index Currencies to the market.
Consequently, the price of an Index Currency may decline, which may materially and adversely affect the market value of the DX Contract, which would then negatively impact the Shares.

Although the Shares are Limited Liability Investments, Certain Circumstances such as Bankruptcy of the Fund or Indemnification of the Fund by the Shareholders will Increase the Shareholders Liability.

The Shares are limited liability investments; investors may not lose more than the amount that they invest plus any profits
recognized on their investment. However, Shareholders could be required, as a matter of bankruptcy law, to return to the estate of the Fund any distribution they received at a time when the Fund was in fact insolvent or in violation of its Trust
Agreement. In addition, although the Managing Owner is not aware of this provision ever having been invoked in the case of any public futures fund, Shareholders agree in the Trust Agreement that they will indemnify the Fund for any harm suffered by
it as a result of:



| |  |  | Shareholders actions unrelated to the business of the Fund, or
| | - |  | ---------------------------------------------------------------



| |  |  | Taxes imposed on the Shares by the states or municipalities in which such investors reside.
| | - |  | -------------------------------------------------------------------------------------------



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.



16



---

##### Table of Contents

|ITEM 2. | PROPERTIES
|------- | ----------

The Fund and the Master Fund do not
own or use physical properties in the conduct of their business. Their assets consist of futures contracts, cash, United States Treasury Obligations and may consist of other high credit quality short-term fixed income securities. The Managing
Owners headquarters are located at 60 Wall Street, New York, New York 10005.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

None.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.

PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------

Market Information

The Shares of the Fund traded on
the NYSE Alternext from February 20, 2007 to November 25, 2008 and have been trading on the NYSE Arca since November 25, 2008 under the symbol UDN.

The following table sets forth, for the calendar quarters indicated, the high and low sales prices per Share, as reported on the applicable exchange.



|                                                                              |  |        |  |  |  |       
|----------------------------------------------------------------------------- |  | ------ |  |  |  | ------
|                                                                              |  | Shares
|                                                                              |  |        | 
|Quarter ended                                                                 |  | High   |  |  |  | Low   
|March 31, 2008                                                                |  | $29.80 |  |  |  | $27.50
|                                                                              |  |        |  |  |  |       
|June 30, 2008                                                                 |  | $29.75 |  |  |  | $28.72
|                                                                              |  |        |  |  |  |       
|September 30, 2008                                                            |  | $29.79 |  |  |  | $26.63
|                                                                              |  |        |  |  |  |       
|December 31, 2008                                                             |  | $26.95 |  |  |  | $24.20
|                                                                              |  |        |  |  |  |       
|                                                                              |  |        |  |  |  |       
|                                                                              |  |        |  |  |  |       
|Quarter ended                                                                 |  | High   |  |  |  | Low   
|March 31, 2007 (from commencement of investment trading on February 15, 2007) |  | $25.44 |  |  |  | $24.93
|                                                                              |  |        |  |  |  |       
|June 30, 2007                                                                 |  | $25.97 |  |  |  | $25.25
|                                                                              |  |        |  |  |  |       
|September 30, 2007                                                            |  | $27.45 |  |  |  | $26.03
|                                                                              |  |        |  |  |  |       
|December 31, 2007                                                             |  | $28.56 |  |  |  | $27.09
|                                                                              |  |        |  |  |  |       

Holders

As of December 31, 2008, the Fund had 10,110 holders of record of its Shares.

Distributions

The Managing Owner has sole discretion in determining what distributions, if any, the Fund will make to Shareholders.

On December 30, 2008, the Fund paid $0.15 per General Share, to the Managing Owner, a total distribution of $6.00. On December 30, 2008, the
Fund paid $0.15 per Share to each Shareholder of record on December 17, 2008, a total distribution of $660,000. All distributions were made from net investment income.

On December 28, 2007, the Fund paid $0.40 per General Share, to the Managing Owner, a total distribution of $16.00. On December 28, 2007, the
Fund paid $0.40 per Share to each Shareholder of record on December 19, 2007, a total distribution of $1,200,000. Prior to this, no distributions had been paid on the Funds Shares or General Shares. All distributions were made from net
investment income.



17



---

##### Table of Contents

Sales of Unregistered Securities and Use of Proceeds of Registered Securities

(a)        There have been no unregistered sales of the Funds securities. No Fund securities are authorized
for issuance by the Fund under equity compensation plans.

(b)        The Registrants
Registration Statement on Form S-1 (Registration No. 333-136574-04) was declared effective on February 7, 2007 with information with respect to the use of proceeds from the sale of Shares being disclosed therein. A Post-Effective Amendment
No. 1 to the Registration Statement on Form S-1 was declared effective on November 7, 2007, which also contained this information. The Registrants Registration Statement on Form S-1 (Registration No. 333-150588-03) was declared
effective on May 6, 2008 with information with respect to the use of proceeds from the sale of Shares being disclosed therein. Accordingly, Registration No. 333-150588-03 also acts as Post-Effective Amendment No. 2 to Registration
No. 333-136574-04. The Shares commenced trading on the NYSE Alternext on February 20, 2007 and, as of November 25, 2008, are listed for trading on the on the NYSE Arca.

The proceeds from the sale of the Shares are used to purchase Master Fund Limited Units. The Master Fund uses the proceeds from the sale of the Master
Fund Limited Units for general corporate purposes in accordance with its investment objectives and policies.

For the Year Ended
December 31, 2008, 9.6 million Shares were created for $261.3 million and 5.8 million Shares were redeemed for $159.7 million. For the Three Months Ended December 31, 2008, 4.8 million Shares were created for $123.4 million
and 2.0 million Shares were redeemed for $51.5 million. On December 31, 2008, 6.6 million Shares of the Fund were outstanding for a market capitalization of $172.8 million.

For the Period Ended December 31, 2007, 3.0 million Shares were created for $80.2 million and 0.2 million Shares were redeemed for $5.4
million. For the Three Months Ended December 31, 2007, 1.0 million Shares were created for $28.3 million and 0.2 million Shares were redeemed for $5.4 million. On December 31, 2007, 2.8 million Shares were outstanding for a
market capitalization of $77.2 million.

(c)        The following table summarizes the redemptions
by Authorized Participants during the Year Ended December 31, 2008 and the Period Ended December 31, 2007:



|                               |  |                                 |  |                             
|------------------------------ |  | ------------------------------- |  | ----------------------------
|Period of Redemption           |  | Total Number of Shares
Redeemed |  | Average
Price Paid per Share
|Year Ended December 31,
2008   |  | 5,800,000                       |  | $27.54                      
|Period Ended
December 31, 2007 |  | 200,000                         |  | $27.20                      



|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

The following table
summarizes the relevant 2008 and 2007 financial data for the Fund and should be read in conjunction with the Funds financial statements, and the notes and schedules related thereto, which are included in this report. The Fund commenced
investment operations on February 15, 2007; therefore, no operating results occurred prior to that date. As a result, there is no comparable financial data presented below for 2006, 2005 and 2004.

|                                                                                                           |  |                             |             |                               |   |           
|---------------------------------------------------------------------------------------------------------- |  | --------------------------- | ----------- | ----------------------------- | - | ----------
|                                                                                                           |  | Year EndedDecember 31, 2008 |             | Period EndedDecember 31, 2007
|Interest Income                                                                                            |  | $                           | 1,257,070   |                               | $ | 1,475,217 
|Net investment income                                                                                      |  | $                           | 744,517     |                               | $ | 1,283,626 
|Net realized and net change in unrealized gains/(losses) on United States Treasury Obligations and futures |  | $                           | (6,022,137) |                               | $ | 2,268,574 
|Net Income (Loss)                                                                                          |  | $                           | (5,277,620) |                               | $ | 3,552,200 
|Distribution per Share                                                                                     |  | $                           | 0.15        |                               | $ | 0.40      
|Net Increase in cash                                                                                       |  | $                           | 63,138,427  |                               | $ | 3,992,952 
|                                                                                                           |  |                            
|                                                                                                           |  | As ofDecember 31, 2008      |             | As ofDecember 31, 2007       
|Total Assets                                                                                               |  | $                           | 177,803,720 |                               | $ | 77,157,266
|Shares NAV                                                                                                 |  | $                           | 26.17       |                               | $ | 27.54     
|General Shares NAV                                                                                         |  | $                           | 26.18       |                               | $ | 27.55     



18



---

##### Table of Contents

Selected Quarterly Financial Data (Unaudited)



|                                                                                                           |  |                                                                                               |  |                                         |  |                                              |  |                                            
|---------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | --------------------------------------- |  | -------------------------------------------- |  | -------------------------------------------
|                                                                                                           |  | For the Three MonthsEnded March 31, 2008                                                      |  | For the Three MonthsEnded June 30, 2008 |  | For the Three MonthsEnded September 30, 2008 |  | For the Three MonthsEnded December 31, 2008
|Interest income                                                                                            |  | $     533,359                                                                                 |  | $      333,392                          |  | $      334,141                               |  | $      56,178                              
|Net investment income (Loss)                                                                               |  | $     418,360                                                                                 |  | $      183,147                          |  | $      226,822                               |  | $     (83,812)                             
|Net realized and net change in unrealized
gains/(losses) on United States Treasury Obligations and futures |  | $  5,141,890                                                                                  |  | $  (1,101,648)                          |  | $  (8,630,192)                               |  | $  (1,432,187)                             
|Net income/(loss)                                                                                          |  | $  5,560,250                                                                                  |  | $     (918,501)                         |  | $  (8,403,370)                               |  | $  (1,515,999)                             
|Increase/(decrease) in Net Asset
Value                                                                     |  | $40,799,734                                                                                   |  | $(41,383,699)                           |  | $ 26,571,444                                 |  | $ 69,641,159                               
|                                                                                                           |  |                                                                                               |  |                                         |  |                                              |  |                                            
|                                                                                                           |  |                                                                                               |  |                                        
|                                                                                                           |  | For the period fromFebruary 15, 2007(commencement ofinvestment operations) to  March 31, 2007 |  | For the Three MonthsEnded June 30, 2007 |  | For the Three MonthsEnded September 30, 2007 |  | For the Three
MonthsEnded December 31, 2007
|Interest income                                                                                            |  | $     131,636                                                                                 |  | $      323,295                          |  | $      376,502                               |  | $      643,784                             
|Net investment income                                                                                      |  | $     116,476                                                                                 |  | $      288,052                          |  | $      330,648                               |  | $      548,450                             
|Net realized and net change in unrealized
gains/(losses) on United States Treasury Obligations and futures |  | $     297,112                                                                                 |  | $      218,643                          |  | $   1,721,479                                |  | $        31,340                            
|Net income/(loss)                                                                                          |  | $     413,588                                                                                 |  | $      506,695                          |  | $   2,052,127                                |  | $      579,790                             
|Increase/(decrease) in Net Asset
Value                                                                     |  | $25,414,588                                                                                   |  | $      506,695                          |  | $ 28,947,043                                 |  | $ 22,253,448                               



|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

This information should be read in conjunction with the consolidated financial statements and notes included in Item 8 of Part I of this Annual
Report (the Report). The discussion and analysis which follows may contain trend analysis and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 which reflect our current views
with respect to future events and financial results. Words such as anticipate, expect, intend, plan, believe, seek, outlook and estimate as well as
similar words and phrases signify forward-looking statements. PowerShares DB US Dollar Index Bearish Funds forward-looking statements are not guarantees of future results and conditions and important factors, risks and uncertainties may cause
our actual results to differ materially from those expressed in our forward-looking statements.

You should not place undue reliance
on any forward-looking statements. Except as expressly required by the Federal securities laws, DB Commodity Services LLC (the Managing Owner) undertakes no obligation to publicly update or revise any forward-looking statements or the
risks, uncertainties or other factors described in this Report, as a result of new information, future events or changed circumstances or for any other reason after the date of this Report.

Overview / Introduction

The Master Fund invests in
futures contracts (the DX Contracts) with a view to tracking the changes, whether positive or negative, in the level of the Deutsche Bank US Dollar Index (USDX®) Futures Index  Excess Return (Short



19



---

##### Table of Contents

Index), the Short Index or the Index, over time. The Fund earns interest income from United States Treasury Obligations and other high credit quality
short-term fixed income securities. The Index is calculated to reflect the changes in market value over time, whether positive or negative, of short positions in DX Contracts. DX Contracts are traded through the currency markets of ICE Futures U.S.
(formerly known as the New York Board of Trade®), under the symbol DX. The changes in market value over time, whether positive or negative, of the DX Contracts are related to the changes, whether positive or negative, in the level of
the U.S. Dollar Index® (the USDX®). The Index provides a general indication of the international value of the U.S. dollar relative to the six major world currencies (the Index Currencies), which comprise the
USDX®  Euro, Japanese Yen, British Pound, Canadian Dollar, Swedish Krona and Swiss Franc.

The Fund, through its Master Fund,
establishes short positions in DX Contracts with a view to tracking the changes, whether positive or negative, in the level of the Index. The performance of the Fund also is intended to reflect the excess, if any, of its Master Funds interest
income from its holdings of United States Treasury Obligations and other high credit quality short-term fixed income securities over the expenses of the Fund and its Master Fund.

Under the Trust Agreements of the Trust and the Master Trust, Wilmington Trust Company, the Trustee of the Trust and the Master Trust has delegated to
the Managing Owner the exclusive management and control of all aspects of the business of the Trust, the Fund, and the Master Trust and Master Fund. The Trustee will have no duty or liability to supervise or monitor the performance of the Managing
Owner, nor will the Trustee have any liability for the acts or omissions of the Managing Owner.

The Index Sponsor obtains information for
inclusion in, or for use in the calculation of, the Index from sources the Index Sponsor considers reliable. None of the Index Sponsor, the Managing Owner, the Trust, the Fund, the Master Trust, and the Master Fund or any of their respective
affiliates accepts responsibility for or guarantees the accuracy and/or completeness of the Index or any data included in the Index.

The
Shares are intended to provide investment results that generally correspond to the changes, positive or negative, in the levels of the Index over time. The value of the Shares is expected to fluctuate in relation to changes in the value of the
Master Funds portfolio. The market price of the Shares may not be identical to the net asset value per Share, but these two valuations are expected to be very close.

Performance Summary

This Report covers the three months ended December 31, 2008 and 2007
(herein referred to as the Three Months Ended December 31, 2008 and the Three Months Ended December 31, 2007), the year ended December 31, 2008 (herein referred to as the Year Ended December 31,
2008) and the period from February 15, 2007 (commencement of investment operations) to December 31, 2007 (herein referred to as the Period Ended December 31, 2007). The Fund commenced trading on the American Stock
Exchange (now known as the NYSE Alternext US LLC (the NYSE Alternext)) on February 20, 2007 and, as of November 25, 2008, is listed on the NYSE Arca, Inc. (the NYSE Arca).

Performance of the Fund and the exchange traded Shares are detailed below in Results of Operations. Past performance of the Fund is not
necessarily indicative of future performance.

The Index provides a general indication of the international value of the U.S. dollar
relative to the six major world currencies (the Index Currencies) which comprise the USDX®  Euro, Japanese Yen, British Pound, Canadian Dollar, Swedish Krona and Swiss Franc. The Deutsche Bank US Dollar Index (USDX®)
Futures Index  Total Return (Short Index) (Short Index-TR), consists of the Index plus 3-month United States Treasury bills returns. Past Index results are not necessarily indicative of future changes, positive or negative, in the Index
closing levels.

The section Summary of Deutsche Bank US Dollar Index (USDX®) Futures Index  Total Return (Short Index) and
Underlying DX Contract Returns for the Three Months Ended December 31, 2008 and December 31, 2007 and the Year Ended December 31, 2008 and the Period Ended December 31, 2007 below provides an overview of the changes in the
closing levels of the Index by disclosing the change in closing levels of the Index itself and the underlying DX Contracts of the Index.



20



---

##### Table of Contents

Summary of Deutsche Bank US Dollar Index (USDX®) Futures Index  Total Return (Short Index) and Underlying DX
Contract Returns for the Three Months Ended December 31, 2008 and 2007 and the Year Ended December 31, 2008 and the Period Ended December 31, 2007.



| |  |                                |                                       |                                      |                               |         |                                        |         |                                 |        |  |       
| |  | ------------------------------ | ------------------------------------- | ------------------------------------ | ----------------------------- | ------- | -------------------------------------- | ------- | ------------------------------- | ------ |  | ------
| |  | Underlying DX Contract Returns |                                       | Total returns for the SHORT INDEX-TR
| |  |                                | Three Months Ended  December 31, 2008 |                                      | Year
Ended  December 31, 2008 |         | Three Months  Ended  December 31, 2007 |         | Period
Ended  December 31, 2007
| |  | DX Contract                    |                                       | (3.11%)                              |                               | (4.22%) |                                        | 1.98%   |                                 | 12.30%
| |  |                                |                                       |                                      |                               |        
| |  | TOTAL RETURN                   |                                       |                                      |                               | (3.11%) |                                        | (4.22%) |                                 | 1.98%  |  | 12.30%
| |  |                                |                                       |                                      |                               |         |                                        |         |                                 |        |  |       
| |  |                                |                                       |                                      |                               |         |                                        |         |                                 |        |  |       

If the Funds interest income from its holdings of fixed income
securities were to exceed the Funds fees and expenses, the total return on an investment in the Fund is expected to outperform the Index and underperform the Deutsche Bank US Dollar Index (USDX®) Futures Index  Total Return (the
Short Index). The only difference between the Index and the Short Index is that the Index does not include interest income from a hypothetical basket of fixed income securities while the Short Index does include such a component. The
difference between the Index and the Short Index is attributable entirely to the hypothetical interest income from this hypothetical basket of fixed income securities. If the Funds interest income from its holdings of fixed-income securities
exceeds the Funds fees and expenses, then the amount of such excess is expected to be distributed periodically. The market price of the Shares is expected to closely track the Index. The total return on an investment in the Fund over any
period is the sum of the capital appreciation or depreciation of the Shares over the period, plus the amount of any distributions during the period. Consequently, the Funds total return is expected to outperform the Index by the amount of the
excess, if any, of its interest income over its fees and expenses but, as a result of the Funds fees and expenses, the total return on the Fund is expected to underperform the Short Index. If the Funds fees and expenses were to exceed
the Funds interest income from its holdings of fixed income securities, the total return on an investment in the Fund is expected to underperform the Index.

Net Asset Value

Net asset value means the total assets of the Master Fund, including, but not
limited to, all futures, cash and investments less total liabilities of the Master Fund, each determined on the basis of U.S. generally accepted accounting principles, consistently applied under the accrual method of accounting. In particular, net
asset value includes any unrealized appreciation or depreciation on open currency futures contracts, and any other credit or debit accruing to the Master Fund but unpaid or not received by the Master Fund. All open currency futures contracts will be
calculated at their then current market value, which will be based upon the settlement price for that particular currency futures contract traded on the applicable exchange on the date with respect to which net asset value is being determined;
provided, that if a currency futures contract could not be liquidated on such day, due to the operation of daily limits or other rules of the exchange upon which that position is traded or otherwise, the settlement price on the most recent day on
which the position could have been liquidated will be the basis for determining the market value of such position for such day. The Managing Owner may in its discretion (and only under extraordinary circumstances, including, but not limited to,
periods during which a settlement price of a futures contract is not available due to exchange limit orders or force majeure type events such as systems failure, natural or man-made disaster, act of God, armed conflict, act of terrorism, riot or
labor disruption or any similar intervening circumstance) value any asset of the Master Fund pursuant to such other principles as the Managing Owner deems fair and equitable so long as such principles are consistent with normal industry standards.
Interest earned on the Master Funds brokerage account is accrued monthly. The amount of any distribution is a liability of the Master Fund from the day when the distribution is declared until it is paid.

The Fund invests substantially all of its assets in the Master Fund in a master-feeder structure. The Fund holds no investment assets other than Master
Fund Limited Units. The Fund is the majority Master Fund Limited Unit owner and the Managing Owner holds a minority interest in the Master Fund. Each Share issued by the Fund correlates with the Master Fund Limited Unit issued by the Master Fund and
held by the Fund.

Net asset value per Master Fund Limited Unit and Master Fund General Unit (collectively, Master Fund Units)
is the net asset value of the Master Fund divided by the number of outstanding Master Fund Units. Because there is a one-to-one correlation between Shares and the Master Fund Limited Units, the net asset value per Share and the net asset value per
Master Fund Limited Unit are equal.



21



---

##### Table of Contents

Critical Accounting Policies

The Funds and Master Funds critical accounting policies are as follows:

Preparation of the
financial statements and related disclosures in conformity with U.S. generally accepted accounting principles requires the application of appropriate accounting rules and guidance, as well as the use of estimates, and requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expense and related disclosure of contingent assets and liabilities during the reporting period of the consolidated financial statements and
accompanying notes. Both the Funds and the Master Funds application of these policies involve judgments and actual results may differ from the estimates used.

The Master Fund holds a significant portion of its assets in currency futures contracts and United States Treasury Obligations, both of which are recorded on a trade date basis and at fair value in the consolidated
financial statements, with changes in fair value reported in the consolidated statement of income and expenses.

The use of fair value to
measure financial instruments, with related unrealized gains or losses recognized in earnings in each period is fundamental to the Funds financial statements. The fair value of a financial instrument is the amount that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

In determining fair value of United States Treasury Obligations and currency futures contracts, the Fund uses unadjusted quoted market prices in active markets. FASB Statement No. 157 establishes a fair value hierarchy that prioritizes
the inputs to valuation techniques used to measure fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date (an exit price). The hierarchy gives the highest priority to unadjusted quoted prices for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3
measurements). Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. See Note 4(c) within the financial statements in Item 8 for further information
regarding FASB Statement No. 157.

When market closing prices are not available, the Managing Owner may value an asset of the Master
Fund pursuant to policies the Managing Owner has adopted, which are consistent with normal industry standards.

Realized gains (losses) and
changes in unrealized gain (loss) on open positions are determined on a specific identification basis and recognized in the consolidated statement of income and expenses in the period in which the contract is closed or the changes occur,
respectively.

Interest income on United States Treasury Obligations is recognized on an accrual basis when earned. Premiums and discounts
are amortized or accreted over the life of the United States Treasury Obligations.

Market Risk

Trading in futures contracts involves the Master Fund entering into contractual commitments to purchase or sell a particular currency at a specified date
and price. The market risk associated with the Master Funds commitments to purchase currencies is limited to the gross or face amount of the contracts held.

The Master Funds exposure to market risk is also influenced by a number of factors including the volatility of interest rates and foreign currency exchange rates, the liquidity of the markets in which the
contracts are traded and the relationships among the contracts held. The inherent uncertainty of the Master Funds trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of
the investors capital.

Credit Risk

When the Master Fund enters into futures contracts, the Master Fund will be exposed to credit risk that the counterparty to the contract will not meet its obligations. The counterparty for futures contracts traded on United States exchanges
is the clearing house associated with the particular exchange. In general, clearing houses are backed by their corporate members who may be required to share in the financial burden resulting from the nonperformance by one of their members and, as
such, should significantly reduce this credit risk. In cases where the clearing house is not backed by the



22



---

##### Table of Contents

clearing members (i.e., some foreign exchanges), it may be backed by a consortium of banks or other financial institutions. There can be no assurance that
any counterparty, clearing member or clearinghouse will meet its obligations to the Master Fund.

The Commodity Broker, when acting as the
Master Funds futures commission merchant in accepting orders for the purchase or sale of domestic futures contracts, is required by CFTC regulations to separately account for and segregate as belonging to the Master Fund all assets of the
Master Fund relating to domestic futures trading and the Commodity Broker is not allowed to commingle such assets with other assets of the Commodity Broker. Also see Item 1A.  Risk Factors  Failure of Futures Commission
Merchants or Commodity Brokers to Segregate Assets May Increase Losses; Despite Segregation of Assets, the Master Fund Remains at Risk of Significant Losses Because the Master Fund May Only Receive a Pro-rata Share of the Assets.

Liquidity

All of the Master Funds source
of capital is derived from the Fund through the Funds offering of Shares to Authorized Participants. Authorized Participants may then subsequently redeem such Shares. The Master Fund in turn allocates its net assets to currency futures
trading. A significant portion of the net asset value is held in United States Treasury Obligations and cash, which is used as margin for the Master Funds trading in currency futures. The percentage that United States Treasury Obligations bear
to the total net assets will vary from period to period as the market values of the Master Funds currency futures change. The balance of the net assets is held in the Master Funds trading account. Interest earned on the Master
Funds interest-bearing funds is paid to the Master Fund.

The Master Funds currency futures contracts may be subject to periods
of illiquidity because of market conditions, regulatory considerations or for other reasons. For example, commodity exchanges may limit fluctuations in certain futures contract prices during a single day by regulations referred to as daily
limits. During a single day, no trades may be executed at prices beyond the daily limit. Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in the future can neither be
taken nor liquidated unless traders are willing to effect trades at or within the limit. Although the DX Contracts that the Master Fund invests in are not currently subject to daily limits, the DX Contracts held by the Master Fund could become
subject to such limits in the future. Such market conditions could prevent the Master Fund from promptly liquidating its currency futures positions.

Because the Master Fund trades futures contracts, its capital is at risk due to changes in the value of future contracts (market risk) or the inability of counterparties (including exchange clearinghouses) to perform
under the terms of the contracts (credit risk).

On any business day, an Authorized Participant may place an order with the Managing Owner
to redeem one or more Baskets. Redemption orders must be placed by 1:00 p.m., New York time. The day on which the Managing Owner receives a valid redemption order is the redemption order date. Redemption orders are irrevocable. The redemption
procedures allow Authorized Participants to redeem Baskets. Individual Shareholders may not redeem directly from the Fund. By placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through DTCs
book-entry system to the Fund no later than noon, New York time, on the business day immediately following the redemption order date. By placing a redemption order, and prior to receipt of the redemption proceeds, an Authorized Participants
DTC account is charged the non-refundable transaction fee due for the redemption order.

Cash Flows

The primary cash flow activities of the Fund is to raise capital from Authorized Participants through the issuance of Shares. This cash is invested into
the Master Fund where it is used to invest in United States Treasury Obligations and to meet margin requirements as a result of the positions taken in futures contracts to match the fluctuations of the Index the Fund is tracking.

Operating Activities

Net cash flow used for
operating activities was $37.8 million and $69.6 million for the Year Ended December 31, 2008 and the Period Ended December 31, 2007, respectively. These amounts primarily include net purchases and sales of United States Treasury
Obligations which are held at fair value on the statement of financial condition.



23



---

##### Table of Contents

During the Year Ended December 31, 2008, $386.0 million was paid to purchase United States Treasury
Obligations and $360.0 million was received from sales and maturing contracts. During the Period Ended December 31, 2007, $173.3 million was paid to purchase United States Treasury Obligations and $101.0 million was received from sales and
maturing contracts. Unrealized appreciation on United States Treasury Obligations and futures increased by $5.0 million during the Year Ended December 31, 2008 and decreased by $0.5 million during the Period Ended December 31, 2007,
respectively.

Financing Activities

The Funds net cash flow provided by financing activities was $100.9 million and $73.6 million during the Year Ended December 31, 2008 and the Period Ended December 31, 2007, respectively. This included $261.3 million and
$80.2 million from the sale of Shares to Authorized Participants during the Year Ended December 31, 2008 and the Period Ended December 31, 2007, respectively.

Results of Operations

FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 AND 2007, THE YEAR ENDED DECEMBER 31,
2008 AND THE PERIOD ENDED DECEMBER 31, 2007

The Fund was launched on February 15, 2007 at $25.00 per Share. The Shares of the
Fund traded on the NYSE Alternext from February 20, 2007 to November 25, 2008 and have been trading on the NYSE Arca since November 25, 2008.

The Fund and the Master Fund seek to track changes in the closing levels of the Deutsche Bank US Dollar Index (USDX®) Futures Index  Excess Return (Short Index), the Short Index or the Index, over time, plus
the excess, if any, of the Master Funds interest income from its holdings of United States Treasury Obligations and other high credit quality short-term fixed income securities over the expenses of the Fund and the Master Fund. The following
graphs illustrate changes in (i) the price of the Shares (as reflected by the graph UDN), (ii) the Funds NAV (as reflected by the graph UDNNAV), and (iii) the closing levels of the Index (as reflected by
the graph USDDNX). The price of the Shares generally has exceeded the levels of the Index primarily because the Share price reflects interest income from the Master Funds collateral holdings whereas the Index does not consider such
interest income. There can be no assurances that the price of the Shares will continue to exceed the Index levels.



24



---

##### Table of Contents

COMPARISON OF UDN, UDNNAV AND USDDNX

FOR THE YEAR ENDED DECEMBER 31, 2008, THE PERIOD ENDED DECEMBER 31, 2007,

AND THE THREE MONTHS ENDED DECEMBER 31, 2008 AND 2007

LOGO

NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE,

SHOULD BE TAKEN AS AN INDICATION OF THE FUNDS FUTURE PERFORMANCE.

LOGO

NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE,

SHOULD BE TAKEN AS AN INDICATION OF THE FUNDS FUTURE PERFORMANCE.

See Additional Legends below



25



---

##### Table of Contents

LOGO

NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE,

SHOULD BE TAKEN AS AN INDICATION OF THE FUNDS FUTURE PERFORMANCE.

LOGO

NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR INDEX LEVELS AND CHANGES, POSITIVE OR NEGATIVE,

SHOULD BE TAKEN AS AN INDICATION OF THE FUNDS FUTURE PERFORMANCE.

See Additional Legends below



26



---

##### Table of Contents

Additional Legends

Deutsche Bank US Dollar Index (USDX®) Futures Index  Excess Return (Short Index) is an index and does not reflect (i) actual trading and (ii) any fees or expenses.

WHILE THE FUNDS OBJECTIVE IS NOT TO GENERATE PROFIT THROUGH ACTIVE PORTFOLIO MANAGEMENT, BUT IS TO TRACK THE INDEX, BECAUSE THE INDEX WAS ESTABLISHED IN AUGUST
2006, CERTAIN INFORMATION RELATING TO THE INDEX CLOSING LEVELS MAY BE CONSIDERED TO BE HYPOTHETICAL. HYPOTHETICAL INFORMATION MAY HAVE CERTAIN INHERENT LIMITATIONS, SOME OF WHICH ARE DESCRIBED BELOW.

WITH RESPECT TO INDEX DATA, NO REPRESENTATION IS BEING MADE THAT THE INDEX WILL OR IS LIKELY TO ACHIEVE ANNUAL OR CUMULATIVE CLOSING LEVELS CONSISTENT WITH OR SIMILAR TO
THOSE SET FORTH HEREIN. SIMILARLY, NO REPRESENTATION IS BEING MADE THAT THE FUND WILL GENERATE PROFITS OR LOSSES SIMILAR TO THE FUNDS PAST PERFORMANCE OR THE HISTORICAL ANNUAL OR CUMULATIVE CHANGES IN THE INDEX CLOSING LEVELS. IN FACT, THERE
ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL RESULTS AND THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY INVESTMENT METHODOLOGIES, WHETHER ACTIVE OR PASSIVE.

WITH RESPECT TO INDEX DATA, ONE OF THE LIMITATIONS OF HYPOTHETICAL INFORMATION IS THAT IT IS GENERALLY PREPARED WITH THE BENEFIT OF HINDSIGHT. TO THE EXTENT THAT INFORMATION PRESENTED HEREIN RELATES TO THE PERIOD DECEMBER 1986 THROUGH JULY
2006, THE INDEX CLOSING LEVELS REFLECT THE APPLICATION OF THE INDEXS METHODOLOGY, AND SELECTION OF DX CONTRACTS, IN HINDSIGHT.

NO HYPOTHETICAL
RECORD CAN COMPLETELY ACCOUNT FOR THE IMPACT OF FINANCIAL RISK IN ACTUAL TRADING. FOR EXAMPLE, THERE ARE NUMEROUS FACTORS, INCLUDING THOSE DESCRIBED UNDER ITEM 1A: RISK FACTORS HEREIN, RELATED TO THE CURRENCIES MARKETS IN GENERAL OR TO
THE IMPLEMENTATION OF THE FUNDS EFFORTS TO TRACK THE INDEX OVER TIME WHICH CANNOT BE, AND HAVE NOT BEEN, ACCOUNTED FOR IN THE PREPARATION OF THE INDEX INFORMATION SET FORTH ON THE FOLLOWING PAGES, ALL OF WHICH CAN ADVERSELY AFFECT ACTUAL
PERFORMANCE RESULTS FOR THE FUND. FURTHERMORE, THE INDEX INFORMATION DOES NOT INVOLVE FINANCIAL RISK OR ACCOUNT FOR THE IMPACT OF FEES AND COSTS ASSOCIATED WITH THE FUND.

THE MANAGING OWNER HAS HAD LIMITED EXPERIENCE IN TRADING ACTUAL ACCOUNTS FOR ITSELF OR FOR CLIENTS. BECAUSE THERE ARE LIMITED ACTUAL TRADING RESULTS TO COMPARE TO THE INDEX CLOSING LEVELS SET FORTH HEREIN, PROSPECTIVE
INVESTORS SHOULD BE PARTICULARLY WARY OF PLACING UNDUE RELIANCE ON THE ANNUAL OR CUMULATIVE INDEX RESULTS.

FOR THE YEAR ENDED DECEMBER
31, 2008 AND THE PERIOD ENDED DECEMBER 31, 2007

Fund Share Price Performance

On December 30, 2008, the Fund made a $0.15 per Share distribution to Shareholders of record as of December 17, 2008.

For the Year Ended December 31, 2008, the NYSE Arca market value of each Share decreased 5.08% from $27.58 per Share to $26.18 per Share. The Share
price high and low for the Year Ended December 31, 2008 and related change from the Share price on December 31, 2007 was as follows: Shares traded from a high of $29.80 per Share (+8.05%) on March 17, 2008 to a low of $24.20 per
Share (-12.26%) on November 20, 2008. Therefore, the total return for the Fund, on a market value basis was -4.53%, including the above noted distribution, for the period.

The Fund was launched on February 15, 2007 at $25.00 per Share and listed for trading on the NYSE Alternext on February 20, 2007.

On December 28, 2007, the Fund made a $0.40 per Share distribution to Shareholders of record as of December 19, 2007.



27



---

##### Table of Contents

For the Period Ended December 31, 2007, the NYSE Alternext market value of each Share increased
10.32% from $25.00 per Share to $27.58 per Share. The Share price low and high for the Period Ended December 31, 2007 and related change from the Share price on February 15, 2007 (commencement of investment operations) was as follows:
Shares traded from a low of $24.93 per Share (-0.28%) on February 22, 2007 to a high of $28.56 per Share (+14.24%) on November 26, 2007. Therefore, the total return for the Fund, on a market value basis was 11.92%, including the above
noted distribution, for the period.

Fund Share Net Asset Performance



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|For the Year Ended December 31, 2008, the net asset value of each Share decreased 4.97% from $27.54 per Share to $26.17 per Share. Appreciation in price of
the DX contracts during the Year Ended December 31, 2008 contributed to a 4.22% decrease in the level of the Short Index-TR. On December 30, 2008, the Fund made a $0.15 per Share distribution to Shareholders of record as of
December 17, 2008. Therefore, the total return for the Fund on a net asset value basis, including the above noted distribution was -4.43%.

Net loss for the Year Ended December 31, 2008 was $5.3 million, resulting from $1.3 million
of interest income, net realized loss of $10.9 million, net unrealized gain of $5.0 million and operating expenses of $0.7 million.

For
the Period Ended December 31, 2007, the net asset value of each Share increased 10.16% from $25.00 per Share to $27.54 per Share. Depreciation in price of the DX contracts during the Period Ended December 31, 2007 contributed to a 12.30%
increase in the level of the Short Index-TR. On December 28, 2007, the Fund made a $0.40 per Share distribution to Shareholders of record as of December 19, 2007. Therefore, the total return for the Fund on a net asset value basis,
including the above noted distribution, was 11.76%.

Net income for the Period Ended December 31, 2007 was $3.6 million, resulting
from $1.5 million of interest income supplemented by net realized gain of $2.8 million and net change in unrealized loss of $0.5 million and operating expenses of $0.2 million.

FOR THE THREE MONTHS ENDED DECEMBER 31, 2008 AND 2007

Fund Share Price Performance

On December 30, 2008, the Fund made a $0.15 per Share distribution to
Shareholders of record as of December 17, 2008.



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|For the Three Months Ended December 31, 2008, the NYSE Arca market value of each Share decreased 2.93% from $26.97 per Share to $26.18 per Share. The Share
price high and low for the Three Months Ended December 31, 2008 and related change from the Share price on September 30, 2008 was as follows: Shares traded from a high of $26.95 per Share (-0.07%) on December 17, 2008 to a low of
$24.20 per Share (-10.27%) on November 20, 2008. Therefore, the total return for the Fund, on a market value basis was-2.37%, including the above noted distribution, for the period.

On December 28, 2007, the Fund made a $0.40 per Share distribution to Shareholders of record
as of December 19, 2007.

For the Three Months Ended December 31, 2007, the NYSE Alternext market value of each Share increased
0.47% from $27.45 per Share to $27.58 per Share. The Share price low and high for the Three Months Ended December 31, 2007 and related change from the Share price on September 30, 2007 was as follows: Shares traded from a low of $27.09 per
Share (-1.31%) on October 8, 2007 and December 17, 2007 to a high of $28.56 per Share (+4.04%) on November 26, 2007. Therefore, the total return for the Fund, on a market value basis was 1.93% including the above noted
distribution, for the period.

Fund Share Net Asset Performance

For the Three Months Ended December 31, 2008, the net asset value of each Share decreased 3.54% from $27.13 per Share to $26.17 per Share.
Appreciation in price of the DX contracts during the Three Months Ended December 31, 2008 contributed to a 3.11% decrease in the level of the Short Index-TR. On December 30, 2008, the Fund made a $0.15 per Share distribution to
Shareholders of record as of December 17, 2008. Therefore, the total return on a net asset value basis, for the Fund, including the above noted distribution was -2.99%.



28



---

##### Table of Contents

Net loss for the Three Months Ended December 31, 2008 was $1.5 million, resulting from $0.1 million
of interest income, net realized loss $7.2 million, net unrealized gain of $5.7 million and operating expenses of $0.1 million.

For the
Three Months Ended December 31, 2007, the net asset value of each Share increased 0.40% from $27.43 per Share to $27.54 per Share. Depreciation in price of the DX contracts during the Three Months Ended December 31, 2007 contributed to a
1.98% increase in the level of the Short Index-TR. On December 28, 2007, the Fund made a $0.40 per Share distribution to Shareholders of record as of December 19, 2007. Therefore, the total return on a net asset value basis, for the Fund,
including the above noted distribution, was 1.86%.

Net income for the Three Months Ended December 31, 2007 was $0.6 million,
resulting from $0.6 million of interest income supplemented by net realized gain of $1.5 million and net unrealized loss of $1.4 million and operating expenses of $0.1 million.

Off-Balance Sheet Arrangements and Contractual Obligations

In the normal course of its business,
the Master Fund is party to financial instruments with off-balance sheet risk. The term off-balance sheet risk refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in a future
obligation or loss. The financial instruments used by the Master Fund are currency futures, whose values are based upon an underlying asset and generally represent future commitments which have a reasonable possibility to be settled in cash or
through physical delivery. The financial instruments are traded on an exchange and are standardized contracts.

The Fund and the Master
Fund have not utilized, nor do they expect to utilize in the future, special purpose entities to facilitate off-balance sheet financing arrangements and have no loan guarantee arrangements or off-balance sheet arrangements of any kind, other than
agreements entered into in the normal course of business noted above, which may include indemnification provisions related to certain risks service providers undertake in performing services which are in the best interests of the Fund and the Master
Fund. While the Funds and the Master Funds exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on either the Funds or the Master
Funds financial position.

The Fund and Master Funds contractual obligations are with the Managing Owner and the Commodity
Broker. Management Fee payments made to the Managing Owner are calculated as a fixed percentage of the Master Funds net asset value. Commission payments to the Commodity Broker are on a contract-by-contract, or round-turn, basis. As such, the
Managing Owner cannot anticipate the amount of payments that will be required under these arrangements for future periods as net asset values are not known until a future date. These agreements are effective for one year terms, renewable
automatically for additional one year terms unless terminated. Additionally, these agreements may be terminated by either party for various reasons.



|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

INTRODUCTION

The Fund is designed to replicate positions in a currency futures index. The market sensitive instruments held by it
are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Funds main line of business.

Market movements can produce frequent changes in the fair market value of the Funds open positions and, consequently, in its earnings and cash
flow. The Funds market risk is primarily influenced by changes in the price of currencies.

Value at Risk is a measure of the maximum
amount which the Fund could reasonably be expected to lose in a given market sector. However, the inherent uncertainty in the markets in which the Fund trades and the recurrence in the markets traded by the Fund of market movements far exceeding
expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Funds experience to date (i.e., risk of ruin). In light of this, as well as the risks and uncertainties intrinsic to
all future projections, the inclusion of the quantification included in this section should not be considered to constitute any assurance or representation that the Funds losses in any market sector will be limited to Value at Risk or by the
Funds attempts to manage its market risk.



29



---

##### Table of Contents

Standard of Materiality

Materiality as used in this section, Quantitative and Qualitative Disclosures About Market Risk, is based on an assessment of reasonably possible market movements and the potential losses caused by such
movements, taking into account the leverage, and multiplier features of the Funds market sensitive instruments.

QUANTIFYING THE
FUNDS TRADING VALUE AT RISK

Quantitative Forward-Looking Statements

The following quantitative disclosures regarding the Funds market risk exposures contain forward-looking statements within the meaning
of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).
All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact (such as the dollar amount of maintenance margin required for market risk sensitive
instruments held at the end of the reporting period).

The Funds risk exposure in the various market sectors traded by the Fund is
quantified below in terms of Value at Risk. Exchange maintenance margin requirements have been used by the Fund as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed 95-99% of the maximum
one-day losses at fair value of any given contract incurred during the time period over which historical price fluctuations are researched for purposes of establishing margin levels. The maintenance margin levels are established by exchanges using
historical price studies as well as an assessment of current market volatility and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.

THE FUNDS TRADING VALUE AT RISK IN DIFFERENT MARKET SECTORS

The following table indicates the trading Value at Risk associated with the Funds open positions by market category as of December 31, 2008.



|                |  |                |  |                             |  |                                      |  |                             
|--------------- |  | -------------- |  | --------------------------- |  | ------------------------------------ |  | ----------------------------
|Market
Sector   |  | Delivery Month |  | Value at Risk (VaR) $Value* |  | Value at Risk (VaR)* % of Net Assets |  | Number of
times VaR Exceeded
|Dollar
Short    |  | March 2009     |  | $3,105,634                  |  | 1.80%                                |  | 12                          
|Aggregate/Total |  |                |  | $3,106,798                  |  | 1.80%                                |  | 12                          

The following table indicates the trading Value at Risk associated with the Funds open
positions by market category as of December 31, 2007.



|                |  |                |  |                              |  |                                      |  |                             
|--------------- |  | -------------- |  | ---------------------------- |  | ------------------------------------ |  | ----------------------------
|Market Sector   |  | Delivery Month |  | Value at Risk (VaR) $ Value* |  | Value at Risk (VaR)* % of Net Assets |  | Number of
times VaR Exceeded
|Dollar
Short    |  | March 2008     |  | $564,348                     |  | 0.73%                                |  | 7                           
|Aggregate/Total |  |                |  | $564,348                     |  | 0.73%                                |  | 7                           



|* | The VaR for a contract represents the one day, downside risk, under normal market conditions, with a 99% confidence level. It is calculated using historical market moves for the
contract and uses a one year look-back. The aggregate VaR for the fund represents the VaR of the Funds open positions across all contracts and positions.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NON-TRADING RISK

The Fund has non-trading market risk as a result of investing in short-term United States
Treasury Obligations. The market risk represented by these investments is expected to be immaterial.



30



---

##### Table of Contents

QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES

The following qualitative disclosures regarding the Funds market risk exposures  except for those disclosures that are statements of
historical fact  constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Funds primary market risk exposures are subject to numerous
uncertainties, contingencies and risks. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market
participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures of the Fund. There can be no assurance that the Funds current market exposure will not change
materially. Investors may lose all or substantially all of their investment in the Fund.

Several factors may affect the price of the Index
Currencies (which underlie the DX Contracts), including, but not limited to:



| |  |  | National debt levels and trade deficits, including changes in balances of payments and trade;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | Domestic and foreign inflation rates and investors expectations concerning inflation rates;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Domestic and foreign interest rates and investors expectations concerning interest rates;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | Currency exchange rates;
| | - |  | ------------------------



| |  |  | Investment and trading activities of mutual funds, hedge funds and currency funds;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | Global or regional political, economic or financial events and situations;
| | - |  | --------------------------------------------------------------------------



| |  |  | Supply and demand changes which influence the foreign exchange rates of various currencies;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | Monetary policies of governments (including exchange control programs, restrictions on local exchanges or markets and limitations on foreign investment in a country
or on investment by residents of a country in other countries), trade restrictions, currency devaluations and revaluations;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Governmental intervention in the currency market, directly and by regulation, in order to influence currency prices; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Expectations among market participants that a currencys value soon will change.
| | - |  | --------------------------------------------------------------------------------

QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE

General

The Fund is unaware of any (i) anticipated known demands, commitments or capital expenditures; (ii) material trends, favorable
or unfavorable, in its capital resources; or (iii) trends or uncertainties that will have a material effect on operations.

QUALITATIVE DISCLOSURES
REGARDING MEANS OF MANAGING RISK EXPOSURE

Under ordinary circumstances, the Managing Owners discretionary power is limited to
determining whether the Fund will make a distribution. Under emergency or extraordinary circumstances, the Managing Owners discretionary powers increase, but remain circumscribed. These special circumstances, for example, include the
unavailability of the Index or certain natural or man-made disasters. The Managing Owner does not apply risk management techniques. The Fund initiates positions only on the short side of the market and does not employ
stop-loss techniques.



31



---

##### Table of Contents

|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

Index to Financial Statements



|                                                                                                                                |  |     
|------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Documents                                                                                                                       |  | Page
|                                                                                                                                | 
|Report of Management on Internal Control Over Financial Reporting                                                               |  | 33  
|Report of Independent Registered Public Accounting Firm  Internal Control Over Financial
Reporting                             |  | 34  
|Report of Independent Registered Public Accounting Firm  Consolidated Financial Statements                                     |  | 35  
|Consolidated Statements of Financial Condition as of December 31, 2008 and 2007                                                 |  | 36  
|Consolidated Schedule of Investments as of December 31, 2008                                                                    |  | 37  
|Consolidated Schedule of Investments as of December 31, 2007                                                                    |  | 38  
|Consolidated Statements of Income and Expenses for the Year Ended December 
31, 2008 and for the Period Ended December 31, 2007 |  | 39  
|Consolidated Statement of Changes in Shareholders Equity for the Year Ended December 31,
2008                                  |  | 40  
|Consolidated Statement of Changes in Shareholders Equity for the Period Ended December 31,
2007                                |  | 41  
|Consolidated Statements of Cash Flows for the Year Ended December 
31, 2008 and for the Period EndedDecember 31, 2007           |  | 42  
|Notes to Consolidated Financial Statements                                                                                      |  | 43  



32



---

##### Table of Contents

Report of Management on Internal Control

Over Financial Reporting

Management
of DB Commodity Services LLC, as managing owner (the Managing Owner) of PowerShares DB US Dollar Index Bearish Fund and Subsidiary (the Fund), is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined under Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies
and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Fund; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Funds receipts and expenditures are being made only in accordance with appropriate authorizations of
management; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Funds assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements, errors or fraud. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We, Kevin Rich, Chief Executive Officer, and Michael Gilligan, Principal Financial Officer of the Managing Owner, assessed the
effectiveness of the Funds internal control over financial reporting as of December 31, 2008. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal ControlIntegrated Framework. The assessment included an evaluation of the design of the Funds internal control over financial reporting and testing of the operational effectiveness of its internal
control over financial reporting. Based on our assessment and those criteria, we have concluded that the Fund maintained effective internal control over financial reporting as of December 31, 2008.

The Funds independent registered public accounting firm, KPMG LLP, has audited the Funds internal control over financial reporting as of
December 31, 2008, as stated in their report on page 34 of the Funds Annual Report on Form 10-K.



|       |  |                                                   |  | 
|------ |  | ------------------------------------------------- |  | 
|By:    |  | /s/ Kevin Rich                                    |  | 
|Name:  |  | Kevin Rich                                        |  | 
|Title: |  | Chief Executive Officer of the Managing
Owner     |  | 
|       |  |                                                  
|By:    |  | /s/ Michael Gilligan                              |  | 
|Name:  |  | Michael Gilligan                                  |  | 
|Title: |  | Principal Financial Officer of the Managing
Owner

February 27, 2009



33



---

##### Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Managers of DB Commodity Services LLC, and

The Shareholders
of PowerShares DB US Dollar Index Bearish Fund and Subsidiary:

We have audited PowerShares DB US Dollar Index Bearish Fund and
Subsidiarys (the Fund) internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Funds management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to
express an opinion on the Funds internal control over financial reporting based on our audit.

We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, PowerShares DB US Dollar Index Bearish Fund and Subsidiary maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2008, based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of
financial condition, including the consolidated schedules of investments, of PowerShares DB US Dollar Index Bearish Fund and Subsidiary as of December 31, 2008 and 2007, and the related consolidated statements of income and expenses, changes in
shareholders equity, and cash flows for the year ended December 31, 2008, and the period from February 15, 2007 (commencement of investment operations) to December 31, 2007, and our report dated February 27, 2009 expressed
an unqualified opinion on those consolidated financial statements.



|                  
|------------------
|/s/ KPMG LLP      
|New York, New York
|February 27, 2009 



34



---

##### Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Managers of DB Commodity Services LLC, and

The Shareholders
of PowerShares DB US Dollar Index Bearish Fund and Subsidiary:

We have audited the accompanying consolidated statements of financial
condition, including the consolidated schedules of investments, of PowerShares DB US Dollar Index Bearish Fund and Subsidiary (the Fund) as of December 31, 2008 and 2007, and the related consolidated statements of income and expenses, changes
in shareholders equity, and cash flows for the year ended December 31, 2008, and the period from February 15, 2007 (commencement of investment operations) to December 31, 2007. These consolidated financial statements are the
responsibility of the Funds management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of PowerShares
DB US Dollar Index Bearish Fund and Subsidiary as of December 31, 2008 and 2007, and the results of their operations and their cash flows for the year ended December 31, 2008 and the period from February 15, 2007 (commencement of
investment operations) to December 31, 2007, in conformity with U.S. generally accepted accounting principles.

We also have audited,
in accordance with the standards of the Public Company Accounting Oversight Board (United States), PowerShares DB US Dollar Index Bearish Fund and Subsidiarys internal control over financial reporting as of December 31, 2008, based on
criteria established inInternal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 27, 2009 expressed an unqualified opinion on the
effectiveness of the Funds internal control over financial reporting.



|                  
|------------------
|/s/ KPMG LLP      
|New York, New York
|February 27, 2009 



35



---

##### Table of Contents

PowerShares DB US Dollar Index Bearish Fund and Subsidiary

Consolidated Statements of Financial Condition

December 31, 2008 and 2007



|                                                                                                                                  |  |                       |  |                     
|--------------------------------------------------------------------------------------------------------------------------------- |  | --------------------- |  | --------------------
|                                                                                                                                  |  | 2008                  |  | 2007                
|Assets                                                                                                                            |  |                       |  |                     
|Equity in broker trading accounts:                                                                                                |  |                       |  |                     
|United States Treasury Obligations, at fair value (cost $100,992,318 and $73,689,527, respectively)                               |  | $    100,993,846      |  | $     73,706,883    
|Cash held by broker                                                                                                               |  | 67,132,379            |  | 3,993,952           
|Net unrealized appreciation (depreciation) on futures contracts                                                                   |  | 4,442,665             |  | (549,800)           
|                                                                                                                                  |  |                       |  |                     
|Deposits with broker                                                                                                              |  | 172,568,890           |  | 77,151,035          
|Receivable for Shares issued                                                                                                      |  | 5,234,830             |  | -                   
|Other assets                                                                                                                      |  | -                     |  | 6,231               
|                                                                                                                                  |  |                       |  |                     
|Total assets                                                                                                                      |  | $    177,803,720      |  | $    77,157,266     
|                                                                                                                                  |  |                       |  |                     
|Liabilities and shareholders equity                                                                                              |  |                       |  |                     
|Payable for securities purchased                                                                                                  |  | 4,999,125             |  | -                   
|Management fee payable                                                                                                            |  | 51,585                |  | 34,492              
|Brokerage fee payable                                                                                                             |  | 1,551                 |  | -                   
|Non controlling interest in consolidated subsidiary - related party                                                               |  | 1,047                 |  | 1,000               
|                                                                                                                                  |  |                       |  |                     
|Total liabilities                                                                                                                 |  | $        5,053,308    |  | $            35,492 
|                                                                                                                                  |  |                       |  |                     
|Commitments and Contingencies (Note 9)                                                                                            |  |                       |  |                     
|                                                                                                                                  |  |                      
|Shareholders equity                                                                                                              |  |                       |  |                     
|General shares:                                                                                                                   |  |                       |  |                     
|Paid in capital - 40 shares issued and outstanding as of December 31, 2008 and 2007, respectively                                 |  | 1,000                 |  | 1,000               
|Accumulated earnings                                                                                                              |  | 47                    |  | 102                 
|                                                                                                                                  |  |                       |  |                     
|Total General shares                                                                                                              |  | 1,047                 |  | 1,102               
|                                                                                                                                  |  |                       |  |                     
|                                                                                                                                  |  |                      
|Shares:                                                                                                                           |  |                       |  |                     
|Paid in capital - 6,600,000 and 2,800,000 redeemable shares issued and outstanding as of December 31, 2008 and 2007,
respectively |  | 176,334,854           |  | 74,768,590          
|Accumulated earnings (deficit)                                                                                                    |  | (3,585,489)           |  | 2,352,082           
|                                                                                                                                  |  |                       |  |                     
|Total Shares                                                                                                                      |  | 172,749,365           |  | 77,120,672          
|                                                                                                                                  |  |                       |  |                     
|Total shareholders equity                                                                                                        |  | 172,750,412           |  | 77,121,774          
|                                                                                                                                  |  |                       |  |                     
|                                                                                                                                  |  |                      
|Total liabilities and shareholders equity                                                                                        |  | $    177,803,720      |  | $     77,157,266    
|                                                                                                                                  |  |                       |  |                     
|                                                                                                                                  |  |                      
|Net asset value per share                                                                                                         |  |                       |  |                     
|General shares                                                                                                                    |  | $               26.18 |  | $              27.55
|Shares                                                                                                                            |  | $               26.17 |  | $              27.54

See accompanying notes to consolidated financial statements.



36



---

##### Table of Contents

PowerShares DB US Dollar Index Bearish Fund and Subsidiary

Consolidated Schedule of Investments

December 31, 2008



|                                                                                                                                            |  |                                         |  |   |  |                  |  |                 
|------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------- |  | - |  | ---------------- |  | ----------------
|Description                                                                                                                                 |  | Percentage of            Net Assets     |  |   |  | FairValue        |  | FaceValue       
|U.S. Treasury Obligations                                                                                                                   |  |                                         |  |   |  |                  |  |                 
|U.S. Treasury Bills, 0.95% due January 15, 2009                                                                                             |  | 3.47                                    |  | % |  | $      5,999,970 |  | $      6,000,000
|U.S. Treasury Bills, 0.03% due January 29, 2009                                                                                             |  | 5.79                                    |  |   |  | 9,999,780        |  | 10,000,000      
|U.S. Treasury Bills, 0.355% due February 12, 2009                                                                                           |  | 12.16                                   |  |   |  | 20,999,328       |  | 21,000,000      
|U.S. Treasury Bills, 0.15% due February 19, 2009                                                                                            |  | 2.89                                    |  |   |  | 4,999,835        |  | 5,000,000       
|U.S. Treasury Bills, 0.15% due February 26, 2009                                                                                            |  | 20.26                                   |  |   |  | 34,998,460       |  | 35,000,000      
|U.S. Treasury Bills, 0.14% due March 5, 2009                                                                                                |  | 2.89                                    |  |   |  | 4,999,165        |  | 5,000,000       
|U.S. Treasury Bills, 0.005% due March 12, 2009                                                                                              |  | 5.79                                    |  |   |  | 9,999,210        |  | 10,000,000      
|U.S. Treasury Bills, 0.04% due March 26, 2009                                                                                               |  | 2.32                                    |  |   |  | 3,999,548        |  | 4,000,000       
|U.S. Treasury Bills, 0.05% due April 2, 2009                                                                                                |  | 2.89                                    |  |   |  | 4,998,550        |  | 5,000,000       
|                                                                                                                                            |  |                                         |  |   |  |                  |  |                 
|Total U.S. Treasury Obligations (cost $100,992,318)                                                                                         |  | 58.46                                   |  | % |  | $  100,993,846   |  |                 
|                                                                                                                                            |  |                                         |  |   |  |                  |  |                 
|                                                                                                                                           
|A portion of the above United States Treasury Obligations are held as initial margin against open futures contracts, as noted in Note 4
(e)
|                                                                                                                                            |  |                                         |  |  
|Description                                                                                                                                 |  | Percentage of                Net Assets |  |   |  | FairValue        |  |                 
|Unrealized Appreciation on Futures ContractsDollar Index (1,865 contracts, settlement date March 16,
2009)*                                 |  | 2.57                                    |  | % |  | $    4,442,665   |  |                 
|                                                                                                                                            |  |                                         |  |   |  |                  |  |                 
|Net Unrealized Appreciation on Futures Contracts                                                                                            |  | 2.57                                    |  | % |  | $    4,442,665   |  |                 
|                                                                                                                                            |  |                                         |  |   |  |                  |  |                 
|                                                                                                                                            |  |                                         |  |  
|See accompanying notes to consolidated financial statements.                                                                                |  |                                         |  |   |  |                  |  |                 
|*Positions represent futures contracts sold.                                                                                                |  |                                         |  |   |  |                  |  |                 



37



---

##### Table of Contents

PowerShares DB US Dollar Index Bearish Fund and Subsidiary

Consolidated Schedule of Investments

December 31, 2007



|                                                                                                                                              |  |                                     |  |   |  |                           |  |                 
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- |  | - |  | ------------------------- |  | ----------------
|Description                                                                                                                                   |  | Percentage
of            Net Assets |  |   |  | Fair                Value |  | Face      Value 
|U.S. Treasury Obligations                                                                                                                     |  |                                     |  |   |  |                           |  |                 
|U.S. Treasury Bills, 2.89% due January 10, 2008                                                                                               |  | 6.48                                |  | % |  | $    4,997,285            |  | $      5,000,000
|U.S. Treasury Bills, 3.55% due February 7, 2008                                                                                               |  | 24.57                               |  |   |  | 18,944,900                |  | 19,000,000      
|U.S. Treasury Bills, 3.43% due February 14, 2008                                                                                              |  | 29.72                               |  |   |  | 22,920,190                |  | 23,000,000      
|U.S. Treasury Bills, 3.39% due February 21, 2008                                                                                              |  | 6.46                                |  |   |  | 4,979,495                 |  | 5,000,000       
|U.S. Treasury Bills, 3.175% due February 28, 2008                                                                                             |  | 2.58                                |  |   |  | 1,990,548                 |  | 2,000,000       
|U.S. Treasury Bills, 3.03% due March 6, 2008                                                                                                  |  | 6.45                                |  |   |  | 4,973,040                 |  | 5,000,000       
|U.S. Treasury Bills, 3.00% due March 13, 2008                                                                                                 |  | 6.44                                |  |   |  | 4,969,675                 |  | 5,000,000       
|U.S. Treasury Bills, 3.00% due March 20, 2008                                                                                                 |  | 12.88                               |  |   |  | 9,931,750                 |  | 10,000,000      
|                                                                                                                                              |  |                                     |  |   |  |                           |  |                 
|Total U.S. Treasury Obligations (cost $73,689,527)                                                                                            |  | 95.58                               |  | % |  | $  73,706,883             |  |                 
|                                                                                                                                              |  |                                     |  |   |  |                           |  |                 
|                                                                                                                                             
|A portion of the above United States Treasury Obligations are held as initial margin against open futures contracts, as noted in   Note 4
(e)
|                                                                                                                                              |  |                                     |  |  
|Description                                                                                                                                   |  | Percentage of Net Assets            |  |   |  | FairValue                 |  |                 
|Unrealized Depreciation on Futures ContractsDollar Index (1,002 contracts, settlement date
March 17, 2008)*                                   |  | (0.71)                              |  | % |  | $      (549,800)          |  |                 
|                                                                                                                                              |  |                                     |  |   |  |                           |  |                 
|Net Unrealized Depreciation on Futures Contracts                                                                                              |  | (0.71)                              |  | % |  | $      (549,800)          |  |                 
|                                                                                                                                              |  |                                     |  |   |  |                           |  |                 
|                                                                                                                                              |  |                                     | 
|See accompanying notes to consolidated financial statements.                                                                                  |  |                                     |  |   |  |                          
|                                                                                                                                              |  |                                     |  |  
|* Positions represent futures contracts sold.                                                                                                 |  |                                     |  |   |  |                           |  |                 



38



---

##### Table of Contents

PowerShares DB US Dollar Index Bearish Fund and Subsidiary

Consolidated Statements of Income and Expenses

For the Year Ended December 31, 2008 and For the Period Ended December 31, 2007(i)



|                                                                                                        |  |      |              |      |   |          
|------------------------------------------------------------------------------------------------------- |  | ---- | ------------ | ---- | - | ---------
|                                                                                                        |  | 2008 |              | 2007
|Income                                                                                                  |  |      |              |      |   |          
|Interest Income                                                                                         |  | $    | 1,257,070    |      | $ | 1,475,217
|                                                                                                        |  |      |              |      |   |          
|                                                                                                        |  |     
|Expenses                                                                                                |  |      |              |      |   |          
|Management fee                                                                                          |  |      | 443,520      |      |   | 174,173  
|Brokerage commissions and fees                                                                          |  |      | 69,033       |      |   | 17,418   
|                                                                                                        |  |      |              |      |   |          
|Total expenses                                                                                          |  |      | 512,553      |      |   | 191,591  
|                                                                                                        |  |      |              |      |   |          
|Net investment income                                                                                   |  |      | 744,517      |      |   | 1,283,626
|                                                                                                        |  |      |              |      |   |          
|                                                                                                        |  |     
|Net Realized and Net Change in Unrealized Gain (Loss) on United States Treasury Obligations and Futures |  |      |              |      |   |          
|                                                                                                        |  |     
|Net Realized Gain (Loss) on                                                                             |  |      |              |      |   |          
|United States Treasury Obligations                                                                      |  |      | 28,386       |      |   | 4,878    
|Futures                                                                                                 |  |      | (11,027,160) |      |   | 2,796,140
|                                                                                                        |  |      |              |      |   |          
|Net realized gain (loss)                                                                                |  |      | (10,998,774) |      |   | 2,801,018
|                                                                                                        |  |      |              |      |   |          
|Net Change in Unrealized Gain (Loss) on                                                                 |  |      |              |      |   |          
|United States Treasury Obligations                                                                      |  |      | (15,828)     |      |   | 17,356   
|Futures                                                                                                 |  |      | 4,992,465    |      |   | (549,800)
|                                                                                                        |  |      |              |      |   |          
|Net change in unrealized gain (loss)                                                                    |  |      | 4,976,637    |      |   | (532,444)
|                                                                                                        |  |      |              |      |   |          
|Net realized and net change in unrealized gain (loss) on United States Treasury Obligations and Futures |  |      | (6,022,137)  |      |   | 2,268,574
|                                                                                                        |  |      |              |      |   |          
|                                                                                                        |  |     
|Net Income (Loss)                                                                                       |  | $    | (5,277,620)  |      | $ | 3,552,200
|                                                                                                        |  |      |              |      |   |          

See accompanying notes to consolidated financial statements.



|(i) | The Period Ended December 31, 2007 reflects operating results since February 15, 2007, the date of commencement of investment operations.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------



39



---

##### Table of Contents

PowerShares DB US Dollar Index Bearish Fund and Subsidiary

Consolidated Statement of Changes in Shareholders Equity

For the Year Ended December 31, 2008



|                                                                                |                |                |                |              |                              |       |        |        |   |                |                       |                              |                                    |   |               |  |   |              |  |   |               |  |   |              
|------------------------------------------------------------------------------- | -------------- | -------------- | -------------- | ------------ | ---------------------------- | ----- | ------ | ------ | - | -------------- | --------------------- | ---------------------------- | ---------------------------------- | - | ------------- |  | - | ------------ |  | - | ------------- |  | - | -------------
|                                                                                |                | General Shares |                | Shares       |                              | Total
|                                                                                | General Shares |                |                |              | Total Equity(Deficit)        |       | Shares |        |   |                | Total Equity(Deficit) |                              | TotalShareholdersEquity (Deficit)
|                                                                                | Shares         |                | Paid inCapital |              | AccumulatedEarnings(Deficit) |       |        | Shares |   | Paid inCapital |                       | AccumulatedEarnings(Deficit) |                                    |  
|Balance at January 1, 2008                                                      |                | 40             |                | $      1,000 |                              | $     | 102    |        | $ | 1,102          |                       | 2,800,000                    |                                    | $ | 74,768,590    |  | $ | 2,352,082    |  | $ | 77,120,672    |  | $ | 77,121,774   
|Sale of Shares                                                                  |                |                |                |              |                              |       |        |        |   |                |                       | 9,600,000                    |                                    |   | 261,296,006   |  |   |              |  |   | 261,296,006   |  |   | 261,296,006  
|Redemption of Shares                                                            |                |                |                |              |                              |       |        |        |   |                |                       | (5,800,000)                  |                                    |   | (159,729,742) |  |   |              |  |   | (159,729,742) |  |   | (159,729,742)
|Net Income (Loss)                                                               |                |                |                |              |                              |       |        |        |   |                |                       |                              |                                    |   |               |  |   |              |  |   |               |  |   |              
|Net investment income                                                           |                |                |                |              |                              |       | 10     |        |   | 10             |                       |                              |                                    |   |               |  |   | 744,507      |  |   | 744,507       |  |   | 744,517      
|Net realized loss on United States Treasury Obligations and Futures             |                |                |                |              |                              |       | (168)  |        |   | (168)          |                       |                              |                                    |   |               |  |   | (10,998,606) |  |   | (10,998,606)  |  |   | (10,998,774) 
|Net change in unrealized gain on United States Treasury Obligations and Futures |                |                |                |              |                              |       | 109    |        |   | 109            |                       |                              |                                    |   |               |  |   | 4,976,528    |  |   | 4,976,528     |  |   | 4,976,637    
|                                                                                |                |                |                |              |                              |       |        |        |   |                |                       |                              |                                    |   |               |  |   |              |  |   |               |  |   |              
|Net Income (Loss)                                                               |                |                |                |              |                              |       | (49)   |        |   | (49)           |                       |                              |                                    |   |               |  |   | (5,277,571)  |  |   | (5,277,571)   |  |   | (5,277,620)  
|                                                                                |                |                |                |              |                              |       |        |        |  
|Distributions of net investment income ($0.15 per Share)                        |                |                |                |              |                              |       | (6)    |        |   | (6)            |                       |                              |                                    |   |               |  |   | (660,000)    |  |   | (660,000)     |  |   | (660,006)    
|                                                                                |                |                |                |              |                              |       |        |        |   |                |                       |                              |                                    |   |               |  |   |              |  |   |               |  |   |              
|Balance at December 31, 2008                                                    |                | 40             |                | $      1,000 |                              | $     | 47     |        | $ | 1,047          |                       | 6,600,000                    |                                    | $ | 176,334,854   |  | $ | (3,585,489)  |  | $ | 172,749,365   |  | $ | 172,750,412  
|                                                                                |                |                |                |              |                              |       |        |        |   |                |                       |                              |                                    |   |               |  |   |              |  |   |               |  |   |              

See accompanying notes to consolidated financial statements.



40



---

##### Table of Contents

PowerShares DB US Dollar Index Bearish Fund and Subsidiary

Consolidated Statement of Changes in Shareholders Equity

For the Period Ended December 31, 2007(i)



|                                                                                       |                |                |                              |                  |                       |              |        |                  |                              |           |                       |                  |                                    |                  |  |                  |  |                 
|-------------------------------------------------------------------------------------- | -------------- | -------------- | ---------------------------- | ---------------- | --------------------- | ------------ | ------ | ---------------- | ---------------------------- | --------- | --------------------- | ---------------- | ---------------------------------- | ---------------- |  | ---------------- |  | ----------------
|                                                                                       |                | General Shares |                              | Shares           |                       | Total       
|                                                                                       | General Shares |                | AccumulatedEarnings(Deficit) |                  | Total Equity(Deficit) |              | Shares |                  | AccumulatedEarnings(Deficit) |           | Total Equity(Deficit) |                  | TotalShareholdersEquity (Deficit)
|                                                                                       | Shares         |                | Paid
in    Capital           |                  |                       |              | Shares |                  | Paid in    Capital           |           |                       |                 
|Balance at February 15, 2007                                                           |                | 40             |                              | $          1,000 |                       | $          - |        | $          1,000 |                              | -         |                       | $              - |                                    | $              - |  | $              - |  | $          1,000
|Sale of Shares                                                                         |                |                |                              |                  |                       |              |        |                  |                              | 3,000,000 |                       | 80,209,226       |                                    |                  |  | 80,209,226       |  | 80,209,226      
|Redemption of Shares                                                                   |                |                |                              |                  |                       |              |        |                  |                              | (200,000) |                       | (5,440,636)      |                                    |                  |  | (5,440,636)      |  | (5,440,636)     
|Net Income                                                                             |                |                |                              |                  |                       |              |        |                  |                              |           |                       |                  |                                    |                  |  |                  |  |                 
|Net investment income                                                                  |                |                |                              |                  |                       | 37           |        | 37               |                              |           |                       |                  |                                    | 1,283,589        |  | 1,283,589        |  | 1,283,626       
|Net realized gain on United States Treasury Obligations and futures                    |                |                |                              |                  |                       | 60           |        | 60               |                              |           |                       |                  |                                    | 2,800,958        |  | 2,800,958        |  | 2,801,018       
|Net change in unrealized gain (loss) on United States Treasury Obligations and futures |                |                |                              |                  |                       | 21           |        | 21               |                              |           |                       |                  |                                    | (532,465)        |  | (532,465)        |  | (532,444)       
|                                                                                       |                |                |                              |                  |                       |              |        |                  |                              |           |                       |                  |                                    |                  |  |                  |  |                 
|Net Income                                                                             |                |                |                              |                  |                       | 118          |        | 118              |                              |           |                       |                  |                                    | 3,552,082        |  | 3,552,082        |  | 3,552,200       
|                                                                                       |                |                |                              |                  |                       |              |        |                  |                              |           |                       |                  |                                    |                  |  |                  |  |                 
|                                                                                       |                |                |                              |                  |                       |              |        |                  |                             
|Distributions of net investment income ($0.40 per Share)                               |                |                |                              |                  |                       | (16)         |        | (16)             |                              |           |                       |                  |                                    | (1,200,000)      |  | (1,200,000)      |  | (1,200,016)     
|                                                                                       |                |                |                              |                  |                       |              |        |                  |                              |           |                       |                  |                                    |                  |  |                  |  |                 
|Balance at December 31, 2007                                                           |                | 40             |                              | $        1,000   |                       | $        102 |        | $        1,102   |                              | 2,800,000 |                       | $  74,768,590    |                                    | $  2,352,082     |  | $  77,120,672    |  | $  77,121,774   
|                                                                                       |                |                |                              |                  |                       |              |        |                  |                              |           |                       |                  |                                    |                  |  |                  |  |                 

See accompanying notes to consolidated financial statements.

(i) The Period Ended December 31, 2007 reflects operating results since February 15, 2007, the date of commencement of investment operations.



41



---

##### Table of Contents

PowerShares DB US Dollar Index Bearish Fund and Subsidiary

Consolidated Statements of Cash Flows

For the Year Ended December 31, 2008 and For the Period Ended December 31, 2007(i)



|                                                                                       |  |      |               |      |   |              
|-------------------------------------------------------------------------------------- |  | ---- | ------------- | ---- | - | -------------
|                                                                                       |  | 2008 |               | 2007
|Cash flow provided by operating activities:                                            |  |      |               |      |   |              
|Net Income (Loss)                                                                      |  | $    | (5,277,620)   |      | $ | 3,552,200    
|Adjustments to reconcile net income (loss) to net cash used for operating activities:  |  |      |               |      |   |              
|Cost of securities purchased                                                           |  |      | (385,986,612) |      |   | (173,312,479)
|Proceeds from securities sold and matured                                              |  |      | 359,894,167   |      |   | 100,975,259  
|Net accretion of discount on United States Treasury Obligations                        |  |      | (1,181,960)   |      |   | (1,347,429)  
|Net realized gain on United States Treasury Obligations                                |  |      | (28,386)      |      |   | (4,878)      
|Net change in unrealized gain (loss) on United States Treasury Obligations and futures |  |      | (4,976,637)   |      |   | 532,444      
|Change in operating receivables and liabilities:                                       |  |      |               |      |   |              
|Other assets                                                                           |  |      | 6,231         |      |   | (6,231)      
|Receivable for Shares issued                                                           |  |      | (5,234,830)   |      |   | -            
|Payable for securities purchased                                                       |  |      | 4,999,125     |      |   | -            
|Management fee payable                                                                 |  |      | 17,093        |      |   | 34,492       
|Brokerage fee payable                                                                  |  |      | 1,551         |      |   | -            
|Non controlling interest in consolidated subsidiary - related party                    |  |      | 47            |      |   | 1,000        
|                                                                                       |  |      |               |      |   |              
|Net cash used for operating activities                                                 |  |      | (37,767,831)  |      |   | (69,575,622) 
|                                                                                       |  |      |               |      |   |              
|Cash flows from financing activities:                                                  |  |      |               |      |   |              
|Proceeds from sale of Shares                                                           |  |      | 261,296,006   |      |   | 80,209,226   
|Redemption of Shares                                                                   |  |      | (159,729,742) |      |   | (5,440,636)  
|Cash distributions paid on Shares and General Shares                                   |  |      | (660,006)     |      |   | (1,200,016)  
|                                                                                       |  |      |               |      |   |              
|Net cash provided by financing activities                                              |  |      | 100,906,258   |      |   | 73,568,574   
|                                                                                       |  |      |               |      |   |              
|Net change in cash held by broker                                                      |  |      | 63,138,427    |      |   | 3,992,952    
|                                                                                       |  |     
|Cash held by broker at beginning of period                                             |  |      | 3,993,952     |      |   | 1,000        
|                                                                                       |  |      |               |      |   |              
|Cash held by broker at end of period                                                   |  | $    | 67,132,379    |      | $ | 3,993,952    
|                                                                                       |  |      |               |      |   |              

See accompanying notes to consolidated financial statements.



|(i) | The Period Ended December 31, 2007 reflects operating results since February 15, 2007, the date of commencement of investment operations.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------



42



---

##### Table of Contents

PowerShares DB US Dollar Index Bearish Fund and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2008



|(1) | Organization
|--- | ------------

PowerShares DB US Dollar Index Bearish Fund (the Fund; Fund may also refer to the Fund and the Master Fund, collectively, as the context requires), a separate series of PowerShares DB US Dollar
Index Trust (the Trust), a Delaware statutory trust organized in two separate series, and its subsidiary, DB US Dollar Index Bearish Master Fund (the Master Fund), a separate series of DB US Dollar Index Bearish Master Trust
(the Master Trust), a Delaware statutory trust organized in two separate series were formed on August 3, 2006. DB Commodity Services LLC, a Delaware limited liability company, (DBCS or the Managing Owner)
funded both the Fund and the Master Fund with a capital contribution of $1,000 in exchange for 40 General Shares of each of the Fund and the Master Fund. The fiscal year end of the Fund is December 31st. The term of the Fund is perpetual (unless terminated earlier in certain circumstances) as provided in the Amended and Restated Declaration of Trust and Trust Agreement of the Trust
and the Master Trust (each a Trust Agreement, and collectively, the Trust Agreements).

The Fund offers common
units of beneficial interest (the Shares) only to certain eligible financial institutions (the Authorized Participants) in one or more blocks of 200,000 Shares, called a Basket. The proceeds from the offering of Shares are
invested in the Master Fund. The Fund commenced trading on the American Stock Exchange (now known as the NYSE Alternext US LLC (the NYSE Alternext)) on February 20, 2007 and, as of November 25, 2008, is listed on the NYSE Arca,
Inc. (the NYSE Arca). The Fund and the Master Fund commenced investment operations on February 15, 2007 with the initial offering of 1,000,000 Shares to Deutsche Bank Securities Inc. as initial purchaser of the Fund in exchange for
$25,000,000. After the initial offering of the Shares, an additional 2,000,000 Shares were issued to certain Authorized Participants for $55,209,226 and 200,000 Shares were redeemed for $5,440,636 during the period from February 15, 2007
(commencement of investment operations) to December 31, 2007. During the period from January 1, 2008 to December 31, 2008, an additional 9,600,000 Shares were issued to certain Authorized Participants for $261,296,006 and 5,800,000
Shares were redeemed for $159,729,742.

This Report covers the year ended December 31, 2008 (herein referred to as the Year
Ended December 31, 2008) and the period from February 15, 2007 (commencement of investment operations) to December 31, 2007 (herein referred to as the Period Ended December 31, 2007).



|(2) | Fund Investment Overview
|--- | ------------------------

The Master Fund invests
in futures contracts (the DX Contracts) with a view to tracking the changes, whether positive or negative, in the level of the Deutsche Bank US Dollar Index (USDX®) Futures Index  Excess Return (Short Index), the Short Index or
the Index, over time. The Fund earns interest income from United States Treasury Obligations and other high credit quality short-term fixed income securities. The Index is calculated to reflect the changes in market value over time, whether positive
or negative, of short positions in DX Contracts. DX Contracts are traded through the currency markets of ICE Futures U.S. (formerly known as the New York Board of Trade®), under the symbol DX. The changes in market value over time,
whether positive or negative, of the DX Contracts are related to the changes, whether positive or negative, in the level of the U.S. Dollar Index® (the USDX®). The Index provides a general indication of the international
value of the U.S. dollar relative to the six major world currencies (the Index Currencies) which comprise the USDX®  Euro, Japanese Yen, British Pound, Canadian Dollar, Swedish Krona and Swiss Franc.

The Fund, through its Master Fund, establishes short positions in DX Contracts with a view to tracking the changes, whether positive or negative, in the
level of the Index. The performance of the Fund also is intended to reflect the excess, if any, of its Master Funds interest income from its holdings of United States Treasury Obligations and other high credit quality short-term fixed income
securities over the expenses of the Fund and the Master Fund.

The Fund does not employ leverage. As of December 31, 2008 and
December 31, 2007, the Fund had $172,568,890 (or 100%) and $77,151,035 (or 100%), respectively, of its holdings of cash, United States Treasury Obligations and unrealized appreciation/depreciation on futures contracts on deposit with its
Commodity Broker. Of this, $4,960,900 (or 2.87%) and $1,066,128 (or 1.38%), respectively, of the Funds holdings of cash and United States Treasury Obligations are required to be deposited as margin in support of the Funds short futures
positions in DX Contracts. For additional



43



---

##### Table of Contents

information, please see the audited Consolidated Schedule of Investments as of December 31, 2008 and the audited Consolidated Schedule of Investments as
of December 31, 2007 for a breakdown of the Funds portfolio holdings.



|(3) | Service Providers and Related Party Agreements
|--- | ----------------------------------------------



| | The Trustee
| | -----------

Under the Trust Agreements,
Wilmington Trust Company, the Trustee of the Fund and the Master Fund, has delegated to the Managing Owner the exclusive management and control of all aspects of the business of the Trust, the Fund and the Master Trust and the Master Fund. The
Trustee will have no duty or liability to supervise or monitor the performance of the Managing Owner, nor will the Trustee have any liability for the acts or omissions of the Managing Owner.



| | The Managing Owner
| | ------------------

The Managing Owner serves the
Fund and Master Fund as commodity pool operator, commodity trading advisor and managing owner, and is an indirect wholly-owned subsidiary of Deutsche Bank AG. During the Year Ended December 31, 2008, the Fund and the Master Fund incurred
Management Fees of $443,520, of which $51,585 was payable at December 31, 2008. During the Period Ended December 31, 2007, the Fund and Master Fund incurred Management Fees of $174,173 of which $34,492 was payable at December 31,
2007.



| | The Commodity Broker
| | --------------------

Deutsche Bank Securities
Inc., a Delaware corporation, serves as the Master Funds clearing broker (the Commodity Broker). The Commodity Broker is an indirect wholly-owned subsidiary of Deutsche Bank AG. In its capacity as clearing broker, the Commodity
Broker executes and clears each of the Master Funds futures transactions and performs certain administrative services for the Master Fund. The Commodity Broker is an affiliate of the Managing Owner. During the Year Ended December 31,
2008, the Fund and Master Fund incurred brokerage fees of $69,033, of which $1,551 was payable at December 31, 2008. For the Period Ended December 31, 2007, the Fund and Master Fund incurred brokerage fees of $17,418. At December 31,
2007, there were no brokerage fees payable.



| | The Administrator
| | -----------------

The Bank of New York Mellon
(the Administrator) has been appointed by the Managing Owner as the administrator, custodian and transfer agent of the Master Fund and the Fund, and have entered into separate administrative, custodian, transfer agency and service
agreements (collectively referred to as the Administration Agreement).

Pursuant to the Administration Agreement, the
Administrator performs or supervises the performance of services necessary for the operation and administration of the Fund and the Master Fund (other than making investment decisions), including receiving and processing orders from Authorized
Participants to create and redeem Baskets, net asset value calculations, accounting and other fund administrative services. The Administrator retains certain financial books and records, including: Basket creation and redemption books and records,
fund accounting records, ledgers with respect to assets, liabilities, capital, income and expenses, the registrar, transfer journals and related details, and trading and related documents received from futures commission merchants.

The Administration Agreement will continue in effect from the commencement of trading operations unless terminated on at least 90 days prior
written notice by either party to the other party. Notwithstanding the foregoing, the Administrator may terminate the administrative portion of the Administration Agreement upon 30 days prior written notice if the Fund and/or Master Fund has
materially failed to perform its obligations under the Administration Agreement.



| | The Distributor
| | ---------------

ALPS Distributors, Inc. (the
Distributor) provides certain distribution services to the Fund. Pursuant to the Distribution Services Agreement between the Managing Owner in its capacity as managing owner of the Fund, the Fund and the Distributor, the Distributor
assists the Managing Owner and the Administrator with certain functions and duties relating to distribution and marketing services to the Fund including reviewing and approving marketing materials.



44



---

##### Table of Contents

The Distribution Services Agreement is terminable without penalty on sixty days written notice by
the Managing Owner or by the Distributor. The Distribution Services Agreement will automatically terminate in the event of its assignment.

Invesco Powershares Capital Management LLC

Under the License Agreement among Invesco Powershares Capital Management LLC
(formerly known as PowerShares Capital Management LLC) (the Licensor) and the Managing Owner in its own capacity and in its capacity as managing owner of the Fund (the Fund and the Managing Owner, collectively, the
Licensees), the Licensor granted to each Licensee a non-exclusive license to use the PowerShares® trademark (the Trademark) anywhere in the world, solely in connection with the marketing and promotion of the
Fund and to use or refer to the Trademark in connection with the issuance and trading of the Fund as necessary.

Invesco Aim
Distributors, Inc.

Through a marketing agreement between the Managing Owner and Invesco Aim Distributors, Inc. (formerly known as A I
M Distributors, Inc.) (Invesco Aim Distributors), an affiliate of Invesco PowerShares Capital Management LLC (Invesco PowerShares), the Managing Owner, on behalf of the Fund and the Master Fund, has appointed Invesco Aim
Distributors as a marketing agent. Invesco Aim Distributors assists the Managing Owner and the Administrator with certain functions and duties such as providing various educational and marketing activities regarding the Fund, primarily in the
secondary trading market, which activities include, but are not limited to, communicating the Funds name, characteristics, uses, benefits, and risks, consistent with the prospectus. Invesco Aim Distributors will not open or maintain customer
accounts or handle orders for the Fund. Invesco Aim Distributors engages in public seminars, road shows, conferences, media interviews, and distributes sales literature and other communications (including electronic media) regarding the Fund.



|(4) | Summary of Significant Accounting Policies
|--- | ------------------------------------------



| | (a) | Basis of Presentation and Consolidation
| | --- | ---------------------------------------

The consolidated financial statements of the Fund have been prepared using U.S. generally accepted accounting principles, and they include the consolidated financial statement balances of the Fund and the Master Fund. Upon the initial
offering of the Shares on February 15, 2007, the capital raised by the Fund was used to purchase 100% of the common units of beneficial interest of the Master Fund (the Master Fund Limited Units) (excluding common units of
beneficial interest of the Master Fund held by the Managing Owner (the Master Fund General Units)). The Master Fund Limited Units owned by the Fund provide the Fund and its investors certain controlling rights and abilities over the
Master Fund. Consequently, the financial statement balances of the Master Fund have been consolidated with the Funds financial statement balances beginning February 15, 2007 (commencement of investment operations), and all significant
inter-company balances and transactions have been eliminated.



| | (b) | Use of Estimates
| | --- | ----------------

The preparation of the
consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related
disclosure of contingent assets and liabilities during the reporting period of the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.



| | (c) | Financial Instruments and Fair Value
| | --- | ------------------------------------

United States Treasury Obligations and commodity futures contracts are recorded in the consolidated statements of financial condition on a trade date basis at fair value with changes in fair value recognized in earnings in each period. The
fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

The Fund adopted FASB Statement No. 157, Fair Value Measurements (Statement No. 157), effective January 1, 2008. Statement
No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and
liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under Statement No. 157 are described below:



45



---

##### Table of Contents

Basis of Fair Value Measurement



|         |  |                                                                                                                                                      
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1: |  | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;            
|         | 
|Level 2: |  | Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly;
|         | 
|Level 3: |  | Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.                                   

A financial instruments level within the fair value hierarchy is based on the lowest level
of any input that is significant to the fair value measurement.

In determining fair value of United States Treasury Obligations and
commodity futures contracts, the Fund uses unadjusted quoted market prices in active markets. United States Treasury Obligations and commodity futures contracts are classified within Level 1 of the fair value hierarchy. The Fund does not adjust the
quoted prices for United States Treasury Obligations and commodity futures contracts.



| | (d) | Deposits with Broker
| | --- | --------------------

The Fund deposits
cash and United States Treasury Obligations with its Commodity Broker subject to Commodity Futures Trading Commission (the CFTC) regulations and various exchange and broker requirements. The combination of the Funds deposits with
its Commodity Broker of cash and United States Treasury Obligations and the unrealized profit or loss on open futures contracts (variation margin) represents the Funds overall equity in its broker trading account. To meet the Funds
initial margin requirements, the Fund holds United States Treasury Obligations. The Fund uses its cash held by the Commodity Broker to satisfy variation margin requirements. The Fund earns interest on its cash deposited with the Commodity Broker.



| | (e) | United States Treasury Obligations
| | --- | ----------------------------------

The
Fund records purchases and sales of United States Treasury Obligations on a trade date basis. These holdings are marked to market based on quoted market closing prices. The Fund holds United States Treasury Obligations for deposit with the Master
Funds Commodity Broker to meet margin requirements and for trading purposes. Interest income is recognized on an accrual basis when earned. Premiums and discounts are amortized or accreted over the life of the United States Treasury
Obligations. Included in the United States Treasury Obligations as of December 31, 2008 and 2007 were $4,960,900 and $1,066,128, which were restricted and held against initial margin of the open futures contracts. The Fund purchased $5,000,000
notional of United States Treasury Obligations which was unpaid as of December 31, 2008. As a result, a payable for securities purchased is reported for $4,999,125.



| | (f) | Cash Held by Broker
| | --- | -------------------

The Funds
arrangement with the Commodity Broker requires the Fund to meet its variation margin requirement related to the price movements, both positive and negative, on futures contracts held by the Fund by keeping cash on deposit with the Commodity Broker.
The Fund defines cash and cash equivalents to be highly liquid investments, with original maturities of three months or less when purchased. As of December 31, 2008, the Fund held cash of $67,132,379. As of December 31, 2007 the Fund held
cash of $3,993,952 of which $549,800 was on deposit to satisfy the Funds negative variation margin against open futures contracts. There were no cash equivalents held by the Fund as of December 31, 2007.



| | (g) | Income Taxes
| | --- | ------------

The Fund and the Master Fund
are classified as partnerships for U.S. federal income tax purposes. Accordingly, neither the Fund nor the Master Fund will incur U.S. federal income taxes. No provision for federal, state, and local income taxes has been made in the accompanying
consolidated financial statements, as investors are individually liable for income taxes, if any, on their allocable share of the Funds share of the Master Funds income, gain, loss, deductions and other items.



46



---

##### Table of Contents

The following are the major tax jurisdictions for the Fund and the earliest tax year subject to
examination:



|                       |  |         
|---------------------- |  | --------
|Jurisdiction           |  | Tax Year
|US Federal             |  | 2007    
|State of New York      |  | 2007    
|New York
City          |  | 2007    
|State of
Florida       |  | 2007    
|State of
Georgia       |  | 2007    
|State of
Maine         |  | 2007    
|State of
Oregon        |  | 2007    
|State of
Utah          |  | 2007    
|State of West
Virginia |  | 2007    



| | (h) | Futures Contracts
| | --- | -----------------

All currency futures
contracts are held and used for trading purposes. The currency futures are recorded on a trade date basis and open contracts are recorded in the consolidated statement of financial condition at fair value on the last business day of the period,
which represents market value for those currency futures for which market quotes are readily available. However, when market closing prices are not available, the Managing Owner may value an asset of the Master Fund pursuant to policies the Managing
Owner has adopted, which are consistent with normal industry standards. Realized gains (losses) and changes in unrealized appreciation (depreciation) on open positions are determined on a specific identification basis and recognized in the
consolidated statement of income and expenses in the period in which the contract is closed or the changes occur, respectively. As of December 31, 2008 and 2007, the futures contracts held by the Fund were in a net unrealized appreciation
position of $4,442,665 and depreciation position of $549,800, respectively.



| | (i) | Management Fee
| | --- | --------------

The Master Fund pays the
Managing Owner a management fee (the Management Fee), monthly in arrears, in an amount equal to 0.50% per annum of the daily net asset value of the Master Fund. No separate Management Fee is paid by the Fund. The Management Fee is
paid in consideration of the Managing Owners currency futures trading advisory services.



| | (j) | Brokerage Commissions and Fees
| | --- | ------------------------------

The Master
Fund incurs all brokerage commissions, including applicable exchange fees, NFA fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities by the Commodity Broker. These costs
are recorded as brokerage commissions and fees in the consolidated statement of income and expenses as incurred. The Commodity Brokers brokerage commissions and trading fees are determined on a contract-by-contract basis. On average, total
charges paid to the Commodity Broker were less than $10.00 per round-turn trade for the Year Ended December 31, 2008 and the Period Ended December 31, 2007.



| | (k) | Routine Operational, Administrative and Other Ordinary Expenses
| | --- | ---------------------------------------------------------------

The Managing Owner assumes all routine operational, administrative and other ordinary expenses of the Fund and the Master Fund, including, but not limited to, computer services, the fees and expenses of the Trustee,
legal and accounting fees and expenses, tax preparation expenses, filing fees and printing, mailing and duplication costs. Accordingly, all such expenses are not reflected in the consolidated statement of income and expenses of the Fund.



47



---

##### Table of Contents

| | (l) | Organizational and Offering Costs
| | --- | ---------------------------------

All
organizational and offering expenses of the Fund and its Master Fund are incurred and assumed by the Managing Owner. Expenses incurred in connection with the continuous offering of Shares also will be paid by the Managing Owner.



| | (m) | Non-Recurring and Unusual Fees and Expenses
| | --- | -------------------------------------------

The Master Fund pays all fees and expenses, if any, of the Fund and the Master Fund, which are non-recurring and unusual in nature. Such expenses include legal claims and liabilities, litigation costs or indemnification or other
unanticipated expenses. Such fees and expenses, by their nature, are unpredictable in terms of timing and amount. For the Year Ended December 31, 2008 and the Period Ended December 31, 2007, the Fund and the Master Fund did not incur such
expenses.



|(5) | Fair Value Measurements
|--- | -----------------------

The Funds assets
and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with Statement No. 157. See Note 4(c) for discussion of the Funds policies regarding this hierarchy.

Assets and Liabilities Measured at Fair Value as of December 31, 2008:





|                                             |  |   |            
|-------------------------------------------- |  | - | -----------
|United States Treasury Obligations (Level 1) |  | $ | 100,993,846
|Commodity Futures Contracts (Level 1)        |  | $ | 4,442,665  

There were no Level 2 or Level 3 holdings as of December 31, 2008.



|(6) | Financial Instrument Risk
|--- | -------------------------

In the normal course of
its business, the Master Fund is party to financial instruments with off-balance sheet risk. The term off-balance sheet risk refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may
result in a future obligation or loss. The financial instruments used by the Master Fund are currency futures, whose values are based upon an underlying asset and generally represent future commitments that have a reasonable possibility of being
settled in cash or through physical delivery. The financial instruments are traded on an exchange and are standardized contracts.

Market
risk is the potential for changes in the value of the financial instruments traded by the Master Fund due to market changes, including fluctuations in currency prices. In entering into these futures contracts, there exists a market risk that such
futures contracts may be significantly influenced by market conditions, resulting in such futures contracts being less valuable. If the markets should move against all of the futures contracts at the same time, the Master Fund could experience
substantial losses.

Credit risk is the possibility that a loss may occur due to the failure of an exchange clearinghouse to perform
according to the terms of a futures contract. Credit risk with respect to exchange-traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Master Funds risk of loss
in the event of counterparty default is typically limited to the amounts recognized in the consolidated statement of financial condition and not represented by the futures contract or notional amounts of the instruments.

The Fund and the Master Fund have not utilized, nor do they expect to utilize in the future, special purpose entities to facilitate off-balance sheet
financing arrangements and have no loan guarantee arrangements or off-balance sheet arrangements of any kind, other than agreements entered into in the normal course of business noted above.



|(7) | Share Purchases and Redemptions
|--- | -------------------------------



| | (a) | Purchases
| | --- | ---------

Shares may be purchased from the
Fund only by Authorized Participants in one or more blocks of 200,000 Shares, called a Basket. The Fund issues Shares in Baskets only to Authorized Participants continuously as of noon, New York time, on the business day immediately following the
date on which a valid order to create a Basket is accepted by the Fund, at the



48



---

##### Table of Contents

net asset value of 200,000 Shares as of the closing time of the NYSE Arca or the last to close of the exchanges on which the Master Funds assets are
traded, whichever is later, on the date that a valid order to create a Basket is accepted by the Fund.



| | (b) | Redemptions
| | --- | -----------

On any business day, an
Authorized Participant may place an order with the Managing Owner to redeem one or more Baskets. Redemption orders must be placed by 1:00 p.m. New York time. The day on which the Managing Owner receives a valid redemption order is the redemption
order date. Redemption orders are irrevocable. The redemption procedures allow Authorized Participants to redeem Baskets. Individual shareholders may not redeem directly from the Fund.

By placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through The Depository Trust Companys (the
DTC) book entry-system to the Fund not later than noon, New York time, on the business day immediately following the redemption order date. By placing a redemption order, and prior to receipt of the redemption proceeds, an Authorized
Participants DTC account is charged the non-refundable transaction fee due for the redemption order.

The redemption proceeds from
the Fund consist of the cash redemption amount. The cash redemption amount is equal to the net asset value of the number of Basket(s) requested in the Authorized Participants redemption order as of the closing time of the NYSE Arca or the last
to close of the exchanges on which the Master Funds assets are traded, whichever is later, on the redemption order date. The Fund will distribute the cash redemption amount at noon, New York time, on the business day immediately following the
redemption order date through DTC to the account of the Authorized Participant as recorded on DTCs book-entry system.

The redemption
proceeds due from the Fund are delivered to the Authorized Participant at noon, New York time, on the business day immediately following the redemption order date if, by such time on such business day immediately following the redemption order date,
the Funds DTC account has been credited with the Baskets to be redeemed. If the Funds DTC account has not been credited with all of the Baskets to be redeemed by such time, the redemption proceeds are delivered to the extent of whole
Baskets received. Any remainder of the redemption proceeds are delivered on the next business day to the extent of remaining whole Baskets received if the Managing Owner receives the fee applicable to the extension of the redemption distribution
date which the Managing Owner may, from time-to-time, determine and the remaining Baskets to be redeemed are credited to the Funds DTC account by noon, New York time, on such next business day. Any further outstanding amount of the redemption
order will be canceled. The Managing Owner is also authorized to deliver the redemption proceeds notwithstanding that the Baskets to be redeemed are not credited to the Funds DTC account by noon, New York time, on the business day immediately
following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the Baskets through DTCs book-entry system on such terms as the Managing Owner may from time-to-time agree upon.



| | (c) | Share Transactions
| | --- | ------------------

The Shares commenced
trading on the NYSE Alternext on February 20, 2007 and, as of November 25, 2008, are listed for trading on the on the NYSE Arca under the symbol UDN.

Summary of Share Transactions for the Year Ended December 31, 2008

and the Period Ended
December 31, 2007



|                |  |                                   |  |                                   |               |                                     |           |                                     |   |            
|--------------- |  | --------------------------------- |  | --------------------------------- | ------------- | ----------------------------------- | --------- | ----------------------------------- | - | -----------
|                |  | SharesYear EndedDecember 31, 2008 |  | AmountYear EndedDecember 31, 2008 |               | SharesPeriod EndedDecember 31, 2007 |           | AmountPeriod EndedDecember 31, 2007
|Shares Sold     |  | 9,600,000                         |  | $                                 | 261,296,006   |                                     | 3,000,000 |                                     | $ | 80,209,226 
|Shares Redeemed |  | (5,800,000)                       |  |                                   | (159,729,742) |                                     | (200,000) |                                     |   | (5,440,636)
|                |  |                                   |  |                                   |               |                                     |           |                                     |   |            
|Net Increase    |  | 3,800,000                         |  | $                                 | 101,566,264   |                                     | 2,800,000 |                                     | $ | 74,768,590 
|                |  |                                   |  |                                   |               |                                     |           |                                     |   |            



|(8) | Profit and Loss Allocations and Distributions
|--- | ---------------------------------------------

Pursuant to the Amended and Restated Declaration of Trust and Trust Agreement of the Master Trust, income and expenses are allocated pro rata to the Managing Owner as holder of the General Shares and the Shareholders monthly based on their
respective percentage interests as of the close of the last trading day of the preceding month. Any losses allocated to



49



---

##### Table of Contents

the Managing Owner (the owner of the General Shares) which are in excess of the Managing Owners capital balance are allocated to the Shareholders in
accordance with their respective interest in the Master Fund as a percentage of total shareholders equity. Distributions (other than redemption of units) may be made at the sole discretion of the Managing Owner on a pro rata basis in
accordance with the respective capital balances of the shareholders.

A distribution of $0.15 per Share from net investment income was
declared on December 12, 2008 to Shareholders of record as of the close of business on December 17, 2008, payable on December 30, 2008. On December 30, 2008, the total distribution of $660,000 was paid to Shareholders. On
December 30, 2008, the Fund paid $0.15 per General Share, a total distribution of $6.00.

A distribution of $0.40 per Share from net
investment income was declared on December 14, 2007 to Shareholders of record as of the close of business on December 19, 2007, payable on December 28, 2007. On December 28, 2007, the total distribution of $1,200,000 was paid to
Shareholders. On December 28, 2007, the Fund paid $0.40 per General Share, a total distribution of $16.00.



|(9) | Commitments and Contingencies
|--- | -----------------------------

The Managing Owner,
either in its own capacity or in its capacity as the Managing Owner and on behalf of the Fund and the Master Fund, has entered into various service agreements that contain a variety of representations, or provide indemnification provisions related
to certain risks service providers undertake in performing services which are in the best interests of the Funds. As of December 31, 2008 no claims had been received by the Fund or the Master Fund and it was therefore not possible to estimate
the Funds and the Master Funds potential future exposure under such indemnification provisions.



|(10) | Net Asset Value and Financial Highlights
|---- | ----------------------------------------

The Fund
is presenting the following net asset value and financial highlights related to investment performance and operations for a Share outstanding for the Year Ended December 31, 2008 and the Period Ended December 31, 2007. The net investment
income and total expense ratios are calculated using average net asset value. The net asset value presentation is calculated using daily Shares outstanding. The net investment income and total expense ratios have been annualized. The total return is
based on the change in net asset value of the Shares during the period. An individual investors return and ratios may vary based on the timing of capital transactions.

The Fund invests substantially all of its assets in the Master Fund in a master-feeder structure. The Fund holds no investment assets other than Master
Fund Limited Units. The Fund is the majority Master Fund Limited Unit owner and the Managing Owner holds a minority interest in the Master Fund. Each Share issued by the Fund correlates with the Master Fund Limited Unit issued by the Master Fund and
held by the Fund.

Net asset value per Master Fund Limited Unit and Master Fund General Unit (collectively, Master Fund Units)
is the net asset value of the Master Fund divided by the number of outstanding Master Fund Units. Because there is a one-to-one correlation between Shares and the Master Fund Limited Units, the net asset value per Share and the net asset value per
Master Fund Limited Unit are equal.





|                                                                   |  |                             |        |                                 |   |       
|------------------------------------------------------------------ |  | --------------------------- | ------ | ------------------------------- | - | ------
|                                                                   |  | Year EndedDecember 31, 2008 |        | Period Ended  December 31, 2007
|                                                                   |  |                            
|Net Asset Value                                                    |  |                             |        |                                 |   |       
|Initial offering price per Share                                   |  | $                           | -      |                                 | $ | 25.00 
|Net realized and change in unrealized gain (loss) on United States |  |                             |        |                                 |   |       
|Treasury Obligations and Futures                                   |  |                             | (1.45) |                                 |   | 2.08  
|Net investment income                                              |  |                             | 0.23   |                                 |   | 0.86  
|                                                                   |  |                             |        |                                 |   |       
|Net income (loss)                                                  |  |                             | (1.22) |                                 |   | 2.94  
|Distributions of net investment income on Shares                   |  |                             | (0.15) |                                 |   | (0.40)
|                                                                   |  |                             |        |                                 |   |       
|Net increase (decrease)                                            |  |                             | (1.37) |                                 |   | 2.54  
|Net asset value per Share, beginning of period                     |  | $                           | 27.54  |                                 | $ | -     
|                                                                   |  |                             |        |                                 |   |       
|Net asset value per Share, end of period                           |  | $                           | 26.17  |                                 | $ | 27.54 
|                                                                   |  |                             |        |                                 |   |       



|                                            |  |   |         |  |   |       
|------------------------------------------- |  | - | ------- |  | - | ------
|Market value per Share, beginning of period |  | $ | 27.58   |  | $ | 25.00 
|                                            |  |   |         |  |   |       
|Market value per Share, end of period       |  | $ | 26.18   |  | $ | 27.58 
|                                            |  |   |         |  |   |       
|                                            |  |  
|Ratio to average Shares*                    |  |   |         |  |   |       
|Net investment income                       |  |   | 0.83%   |  |   | 3.63% 
|Total expenses                              |  |   | 0.57%   |  |   | 0.54% 
|                                            |  |  
|Total Return, at net asset value **         |  |   | (4.43)% |  |   | 11.76%
|                                            |  |   |         |  |   |       
|                                            |  |  
|Total Return, at market value **            |  |   | (4.53)% |  |   | 11.92%
|                                            |  |   |         |  |   |       

*   Percentages are annualized.

** Percentages are not annualized for the Period Ended December 31, 2007 and are calculated based on initial offering price upon commencement of
investment operations of $25.00.



50



---

##### Table of Contents

|(11) | Recently Issued Accounting Standards
|---- | ------------------------------------

In December
2007, the Financial Accounting Standards Board released FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment to ARB No. 51 (Statement No. 160). Statement No. 160 requires
noncontrolling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with noncontrolling interest holders. Statement No. 160 is effective for periods
beginning on or after December 15, 2008 and earlier adoption is prohibited. Statement No. 160 will be applied prospectively to all noncontrolling interests including any that arose before the effective date and presentation and disclosure
requirements shall be applied retrospectively for all periods presented.

On March 19, 2008, the Financial Accounting Standards Board
released FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities (Statement No. 161). Statement No. 161 requires qualitative disclosures about objectives and strategies for using derivatives,
quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of Statement No. 161 is required for
fiscal years beginning after November 15, 2008 and interim periods within those fiscal years.

At this time, management is evaluating
the implications of these Statements and their impact on the financial statements has not yet been determined.



|(12) | Recently Adopted Accounting Standards
|---- | -------------------------------------

In
September 2006, the Financial Accounting Standards Board issued FASB Statement No. 157, Fair Value Measurements (Statement No. 157). Statement No. 157 defines fair value, establishes a framework for the measurement of fair value, and
enhances disclosures about fair value measurements. The Statement does not require any new fair value measures. The Fund adopted Statement No. 157 on January 1, 2008, and has determined that the application of this Statement did not have
any impact on its results of operation and financial position.

In July 2006, the Financial Accounting Standards Board issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements and
prescribes a threshold of more-likely-than-not for recognition of tax benefits of uncertain tax positions taken or expected to be taken in a tax return. FIN 48 also provides related guidance on measurement, derecognition, classification, interest
and penalties, and disclosure. The Fund adopted FIN 48 on February 15, 2007, and has determined that the application of this Statement did not have any impact on its results of operations and financial position.



51



---

##### Table of Contents

|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

None.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

Under the supervision and with the participation of the management of the Managing Owner, including Kevin Rich, its Chief
Executive Officer and Michael Gilligan, its Principal Financial Officer, the Fund carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the
Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this annual report, and, based upon that evaluation, Kevin Rich, the Chief Executive Officer and Michael Gilligan, the Principal
Financial Officer of the Managing Owner, concluded that the Funds disclosure controls and procedures were effective to ensure that information the Fund is required to disclose in the reports that it files or submits with the Securities and
Exchange Commission (the SEC) under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms, and to ensure that information required to be disclosed by the
Fund in the reports that it files or submits under the Exchange Act is accumulated and communicated to management of the Managing Owner, including its Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions
regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in internal control over financial reporting (as defined in the Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred
during the Funds last fiscal quarter that has materially affected or is reasonably likely to materially affect, the Funds internal control over financial reporting.

Managements Annual Report on Internal Control Over Financial Reporting

Management of the
Managing Owner is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Rules 13a-15(f) and 15d-15(f) of the Exchange Act, for the Fund. Kevin Rich, the Chief Executive Officer, and Michael
Gilligan, the Principal Financial Officer, of the Managing Owner, assessed the effectiveness of the Funds internal control over financial reporting as of December 31, 2008. Their reports in connection with their assessment may be found in
the Report of Management on Internal Control Over Financial Reporting on page 33 of this Form 10-K.

The Funds
independent registered public accounting firm, KPMG LLP, has audited the Funds internal control over financial reporting as of December 31, 2008, as stated in their report on page 34 of this Form 10-K.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.

PART III



|ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
|-------- | ---------------------------------------------------------------------------

Board of Directors and Executive Officers

The Fund has no directors or executive officers and also
does not have any employees. It is managed by the Managing Owner.



52



---

##### Table of Contents

The current board of managers and executive officers of the Managing Owner are as follows:



|                   |  |     |  |                                                                                                      
|------------------ |  | --- |  | -----------------------------------------------------------------------------------------------------
|Name               |  | Age |  | Position                                                                                             
|                   |  |    
|Kevin Rich         |  | 48  |  | Managing Director, Chief Executive Officer and Member of the Board of Managers                       
|Michael Gilligan   |  | 42  |  | Principal Financial Officer                                                                          
|                   |  |    
|Martin Kremenstein |  | 32  |  | Chief Operating Officer, Chief Investment Officer, Vice President and Member of the Board of Managers
|Hans Ephraimson    |  | 44  |  | Member of the Board of Managers                                                                      

Kevin Rich joined Deutsche Bank AG in June 2003 and serves as a Managing Director in the Global
Markets Investment Products Group with responsibility for providing currency and commodity-based investor solutions to the DB sales force in the Americas. Mr. Rich serves as an associated person, principal, Managing Director, and Chief
Executive Officer of the Managing Owner and as an associated person of Deutsche Bank Securities Inc. Mr. Rich has been a principal and associated person of the Managing Owner since June 3, 2005 and June 10, 2005, respectively, and a
member of the NFA since June 16, 2005. Mr. Rich served as the Principal Financial Officer of the Managing Owner from April 2007 through April 2008. Prior to joining Deutsche Bank, Mr. Rich was a Regional Vice President from November
2002 through May 2003 in Product Distribution for Claymore Securities, Inc. (Claymore), responsible for distribution of closed-end funds and unit investment trusts in the State of New York. Mr. Rich acted as an independent product
development consultant prior to joining Claymore (August through October, 2002). From January 2000 through July 2002, Mr. Rich worked at Lehman Brothers, Inc. Mr. Rich served in several roles supporting the equities, fixed income and
investment banking product lines. Mr. Rich received his MBA in Finance from the New York University Leonard N. Stern School of Business in 1996 and his Bachelors of Science in Business Administration from Taylor University in Upland, Indiana in
1983.

Michael Gilligan joined Deutsche Bank AG in March 2008 and is a Director in the Finance Group. Mr. Gilligan serves as a
principal and Principal Financial Officer of the Managing Owner. Mr. Gilligan has been a principal of the Managing Owner since April 29, 2008. Prior to joining Deutsche Bank, Mr. Gilligan worked for Credit Suisse from September 1998
to March 2008 and held a number of positions in finance; immediately prior to joining Deutsche Bank, Mr. Gilligan was the Chief Operating Officer of the Americas Credit Trading Group from May 2007 to March 2008. Mr. Gilligan is a Chartered
Accountant and received his Bachelors of Science in Management from Trinity College in 1989 and his Post Graduate Diploma in Professional Accounting from University College Dublin in 1990.

Martin Kremenstein joined Deutsche Bank AG in August 2006, and serves as a Vice President in the Global Markets Investment Products Group with
responsibility for providing currency and commodity-based investor solutions to the DB sales force in the Americas. Mr. Kremenstein serves as the Chief Operating Officer, Chief Investment Officer and Vice President of the Managing Owner.
Mr. Kremenstein has been a principal and associated person of the Managing Owner since November 1, 2006 and November 3, 2006, respectively, and a member of the NFA since November 3, 2006. Prior to joining Deutsche Bank,
Mr. Kremenstein worked for JPMorgan Chase from September 1998 to August 2006, initially in London and then, from June 2003, in New York. From February 2005 to August 2006, Mr. Kremenstein worked in Market Risk Management, covering the
Credit Portfolio division initially as an Associate, and later as a Vice President. From September 1998 to February 2005, Mr. Kremenstein worked in various roles in Operations at JPMorgan Chase, including managing the Credit Portfolio Credit
Hedge Analysis team, managing projects for the Credit Portfolio Market Hedge team, and managing P&L production for the Counterparty Risk Book (London). Mr. Kremenstein received his B.A. from the University of Leeds in 1998.

Hans Ephraimson joined Deutsche Bank AG in June 1986 and is a Managing Director in the North American Structured Sales and Global Markets Investment
Products Group. Mr. Ephraimson has also been a Desk Head for foreign exchange in Deutsche Bank AGs Institutional Clients Group for North America since January 1999. Mr. Ephraimson serves as a member of the Board of Managers of the
Managing Owner. Mr. Ephraimson has been a principal of the Managing Owner since July 9, 2008. Mr. Ephraimson received his Bachelors of Science from Syracuse University in 1986 and an MBA from Columbia University in 1995.



53



---

##### Table of Contents

Code of Ethics

The Fund has no officers or employees and is managed by DB Commodity Services LLC. DB Commodity Services LLC has adopted the code of ethics of its parent, Deutsche Bank AG, which applies to all of its employees and is
available at http://sec.gov/Archives/edgar/data/1159508/000095012306003563/y18643e20vf.htm.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Executive Compensation

The Fund has no employees, officers or directors and is managed by DB Commodity Services LLC.
None of the directors or officers of DB Commodity Services LLC receive compensation from the Fund. DB Commodity Services LLC receives a monthly Management Fee of 1/12thof 0.50% (0.50% annually) of the daily net asset value per Share at the end of each month. In addition, Deutsche Bank Securities Inc., an affiliate of DB Commodity Services LLC, serves as the futures commission
merchant and receives brokerage commissions paid by the Fund in connection with its futures trading.

As of the Year Ended
December 31, 2008, the Fund has incurred Management Fees of $443,520 to DB Commodity Services LLC of which $391,935 had been paid at December 31, 2008.

As of the Period Ended December 31, 2007, the Fund has incurred Management Fees of $174,173 to DB Commodity Services LLC of which $139,681 had been paid at December 31, 2007.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

The Fund has no officers or directors. The following table sets forth certain information regarding beneficial ownership of our General Shares and Shares
as of December 31, 2008, by management. No person is known by us to own beneficially more than 5% of the outstanding shares of such class.



|               |  |                                                                       |  |                                          |  |                
|-------------- |  | --------------------------------------------------------------------- |  | ---------------------------------------- |  | ---------------
|Title of Class |  | Name and Address of Beneficial Owner                                  |  | Amount and Nature ofBeneficial Ownership |  | Percent ofClass
|General Shares |  | DB Commodity Services LLC 60 Wall Street
New York, New York 10005     |  | 40                                       |  | 100%           
|Shares         |  | Directors and Officers of DB Commodity        Services LLC as a group |  | -                                        |  | 0%             

The Fund has no securities authorized for issuance under equity compensation plans.



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

See Item 11



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

Audit and Non-Audit
Fees

The following table sets forth the fees for professional services rendered by KPMG LLP, the Funds
independent registered public accounting firm.



|                   |  |                                            |  |                                           
|------------------ |  | ------------------------------------------ |  | ------------------------------------------
|                   |  | Fiscal Year Ended        December 31, 2008 |  | Fiscal Year Ended        December 31, 2007
|Audit Fees         |  | $  122,744                                 |  | $ 133,350                                 
|Audit-Related Fees |  | $  0                                       |  | $            0                            
|Tax Fees           |  | $  0                                       |  | $            0                            
|All Other Fees     |  | $  0                                       |  | $            0                            
|                   |  |                                            |  |                                           
|Total              |  | $  122,744                                 |  | $ 133,350                                 
|                   |  |                                            |  |                                           





54



---

##### Table of Contents

Approval of Independent Registered Public Accounting Firm Services and Fees

The Managing Owner approved all of the services provided by KPMG LLP to the Fund described above. The Managing Owner pre-approves all audit and allowed
non-audit services of the Funds independent registered public accounting firm, including all engagement fees and terms.

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

(a)(1) Financial
Statements

See financial statements commencing on page 32 hereof.

(a)(2) Financial Statement Schedules

No financial statement schedules are filed herewith because
(i) such schedules are not required or (ii) the information required has been presented in the aforementioned financial statements.

(a)(3)
Exhibits

The following documents (unless otherwise indicated) are filed herewith and made a part of this Annual Report:



|            |  |                                                                                     
|----------- |  | ------------------------------------------------------------------------------------
|EXHIBIT NO. |  | DESCRIPTION                                                                         
|            | 
|4.1         |  | Amended and Restated Declaration of Trust and Trust Agreement of the Registrant**   
|            | 
|4.2         |  | Amended and Restated Declaration of Trust and Trust Agreement of the Co-Registrant**
|            | 
|4.3         |  | Form of Participant Agreement**                                                     
|            | 
|10.1        |  | Form of Customer Agreement*                                                         
|            | 
|10.2        |  | Form of Administration Agreement*                                                   
|            | 
|10.3        |  | Form of Global Custody Agreement*                                                   
|            | 
|10.4        |  | Form of Transfer Agency and Service Agreement*                                      
|            | 
|10.5        |  | Form of Distribution Services Agreement**                                           
|            | 
|10.6        |  | Form of Marketing Agreement**                                                       

|     |  |                                                                                                                                                                          
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)                                                               
|     | 
|31.2 |  | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14 and 15d-14 (filed herewith)                                                           
|     | 
|32.1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)    
|     | 
|32.2 |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

* Previously filed as an exhibit to Pre-Effective Amendment No. 1 to a Registration
Statement on Form S-1 on October 16, 2006 and incorporated herein by reference.

** Previously filed as an exhibit to
Pre-Effective Amendment No. 2 to a Registration Statement on Form S-1 on January 17, 2007 and incorporated herein by reference.



55



---

##### Table of Contents

SIGNATURES

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, thereunto duly authorized.



|                          |  |  |  |  |  |                                                                                                  |  |                                               |  | 
|------------------------- |  |  |  |  |  | ------------------------------------------------------------------------------------------------ |  | --------------------------------------------- |  | 
|                          |  |  |  |  |  | PowerShares DB US Dollar Index Trust with respect to PowerShares DB US Dollar Index Bearish Fund
|                          |  |  |  |  | 
|                          |  |  |  |  |  | By:                                                                                              |  | DB Commodity Services LLC, its Managing Owner |  | 
|                          |  |  |  |  | 
|                          |  |  |  |  |  | By:                                                                                              |  | /s/ Kevin Rich                                |  | 
|                          |  |  |  |  |  |                                                                                                  |  | Name: Kevin Rich                              |  | 
|                          |  |  |  |  |  |                                                                                                  |  | Title:   Chief Executive Officer              |  | 
|                          |  |  |  |  | 
|                          |  |  |  |  |  | By:                                                                                              |  | /s/ Michael Gilligan                          |  | 
|                          |  |  |  |  |  |                                                                                                  |  | Name: Michael Gilligan                        |  | 
|                          |  |  |  |  |  |                                                                                                  |  | Title:   Principal Financial Officer          |  | 
|                          |  |  | 
|                          |  |  |  |  |  | DB US Dollar Index Master Trust with respect to DB US Dollar Index Bearish Master Fund          
|                          |  |  |  |  | 
|                          |  |  |  |  |  | By:                                                                                              |  | DB Commodity Services LLC, its Managing
Owner |  | 
|                          |  |  |  |  | 
|                          |  |  |  |  |  | By:                                                                                              |  | /s/ Kevin Rich                                |  | 
|                          |  |  |  |  |  |                                                                                                  |  | Name: Kevin Rich                              |  | 
|                          |  |  |  |  |  |                                                                                                  |  | Title:   Chief Executive Officer              |  | 
|                          |  |  |  |  | 
|Dated : February 27, 2009 |  |  |  |  |  | By:                                                                                              |  | /s/ Michael Gilligan                          |  | 
|                          |  |  |  |  |  |                                                                                                  |  | Name: Michael Gilligan                        |  | 
|                          |  |  |  |  |  |                                                                                                  |  | Title:   Principal Financial Officer          |  | 



56