Amend. No. 2 to Amend. & Restated Declar. of Trust & Trust Agrmt./Co-Reg.



 Exhibit 4.2.2 
  
 AMENDMENT NO. 2 TO THE 
 AMENDED AND RESTATED 
 DECLARATION OF TRUST AND TRUST AGREEMENT 
 OF 
 DB COMMODITY INDEX TRACKING
MASTER FUND 
  
 This Amendment No. 2 (“Amendment
No. 2”) 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 Master Fund (the “Fund”) by and
among DB Commodity Services LLC (the “Managing Owner”), Wilmington Trust Company and DB Commodity Index Tracking Fund. 
  
 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) Organization and Offering Expenses.

  
 (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 Master Fund and sale of Shares 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) Routine Operational, Administrative and Other
Ordinary and Extraordinary Expenses. All ongoing charges, costs and expenses of the Master Fund’s operation, including, but not limited to, the routine expenses associated with (i) 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; (ii) preparation of monthly, quarterly, annual and other reports required by applicable
U.S. federal and state regulatory authorities; (iii) Master Fund meetings and preparing, printing and mailing of proxy statements and reports to Shareholders; (iv) the payment of any distributions related to redemption of Baskets;
(v) routine services of the Trustee, legal counsel and independent accountants; (vi) routine accounting and bookkeeping services, whether performed by an outside service provider or by Affiliates of the Managing Owner; (vii) postage
and insurance; (viii) client relations and services; (ix) computer equipment and system maintenance; and (x) required payments to any other service providers of the Master Fund pursuant to any applicable contract; 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
Trust.” 
  

	 	4.	Effective as of July 12, 2006, Section 4.9 shall be amended and replaced in its entirety as follows: 

  
 “SECTION 4.9. Compensation to the Managing Owner. The
Master Fund shall pay to the Managing Owner, monthly in arrears, a management fee in an amount equal to 0.0625% (0.75% per annum) (the “Management Fee”) of the Master Fund’s Net Asset Value as of the end of each month. The Managing
Owner shall, in its capacity as a Shareholder, be entitled to receive allocations and distributions pursuant to the provisions of this Trust Agreement.” 
  

	 	5.	This Amendment No. 2 to the Declaration of Trust shall be governed by, and construed in accordance with, the laws of the State of Delaware. 

  
 Remainder of page left blank intentionally. 
  

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 IN WITNESS WHEREOF, this Amendment No. 2 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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