Amend. No. 3 to Amend. and Restated Declar. of Trust & Trust Agrmt./Registrant



 AMENDMENT NO. 3 TO THE 
 AMENDED AND RESTATED 
 DECLARATION OF TRUST AND TRUST AGREEMENT 
 OF 
 DB COMMODITY INDEX TRACKING FUND

  
 This Amendment No. 3 (“Amendment No.
3”) to the Amended and Restated Declaration of Trust and Trust Agreement dated as of December 1, 2005 (the “Declaration of Trust”) of DB Commodity Index Tracking Fund (the “Fund”) by and among DB
Commodity Services LLC (the “Managing Owner”), Wilmington Trust Company and the Unitholders, from time-to-time thereunder. 
  
 WHEREAS, the Managing Owner has deemed it advisable for the Fund to amend the Declaration of Trust to memorialize changes in certain fee provisions
disclosed in the Declaration of Trust as previously agreed to by the Fund and the Managing Owner; 
  
 WHEREAS, the Managing Owner wishes to amend the Declaration of Trust pursuant to Section 11.1(b)(iii) thereof to give effect to the foregoing.

  
 NOW, THEREFORE, in consideration of the premises and of
other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, the Declaration of Trust is amended as follows: 
  

	 	1.	Effective as of March 2, 2006 through July 11, 2006, Section 4.8(a)(iii) shall be amended and replaced in its entirety as follows: 

  
 “(iii) In no event shall the Managing Owner be entitled
to reimbursement under Section 4.8(a)(i) in an aggregate amount in excess of 2.50% of the aggregate amount of all subscriptions accepted during the Initial Offering Period and the first 36 months of the Continuous Offering Period. In no event
shall the aggregate amount of the reimbursement payments from the Trust to the Managing Owner under Sections 4.8(a)(i) and (ii) in any month exceed 0.10% per annum of the Net Asset Value of the Trust as of the beginning of such
month.” 
  

	 	2.	Effective as of July 12, 2006, Section 4.8(a)(i), (ii) and (iii) shall be amended and replaced in its entirety as follows: 

  
 “(a) (i) The Managing Owner or an Affiliate of the
Managing Owner shall be responsible for the payment of all Organization and Offering Expenses incurred and accrued but unpaid in connection with the creation of the Trust and sale of Units during or prior to the Initial Offering Period. 

 
 (ii) The Managing Owner or an Affiliate of the Managing
Owner also shall be responsible for the payment of all Organization and Offering Expenses incurred after the Initial Offering Period. 
  
 (iii) [Reserved.]” 








	3.	Effective as of July 12, 2006, Section 4.8(b) shall be amended and replaced in its entirety as follows: 

  
 “(b) All ongoing charges, costs and expenses of the
Trust’s operation, including, but not limited to, the routine expenses associated with (i) preparation of monthly, quarterly, annual and other reports required by applicable U.S. federal and state regulatory authorities; (ii) Trust
meetings and preparing, printing and mailing of proxy statements and reports to Unitholders; (iii) the payment of any distributions related to redemption of Units; (iv) routine services of the Trustee, legal counsel and independent
accountants; (v) routine accounting and bookkeeping services, whether performed by an outside service provider or by Affiliates of the Managing Owner; (vi) postage and insurance; (vii) client relations and services; and
(viii) computer equipment and system maintenance shall be billed to and/or paid by the Managing Owner. The Management Fee and extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any
indemnification related thereto) shall be billed to and/or paid by the Master Fund. 
  

	4.	This Amendment No. 3 to the Declaration of Trust shall be governed by, and construed in accordance with, the laws of the State of Delaware. 

  
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 IN WITNESS WHEREOF, this Amendment No. 3 has been executed for and on behalf of the
undersigned as of the 8th day of August , 2006. 
  

			
	DB COMMODITY SERVICES LLC, as
Managing Owner
		
	By:	 	/s/    Kevin Rich
	 	 	 Name:Kevin Rich
 Title: Director and Chief
Executive Officer

		
	By:	 	/s/    Gregory Collett
	 	 	 Name:Gregory Collett
 Title: Vice President and Chief
Operating Officer



  
 Acknowledged:

  
 WILMINGTON TRUST COMPANY, not in its 
 individual capacity but solely as Trustee 
 of the Fund 
  

			
		
	By:	 	/s/    Joseph B. Feil
	 	 	 Name: Joseph B. Feil
 Title: Assistant Vice President


  

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