efc8-1448_emailforms1.htm

	The intra-day data in the above table is published once every fifteen seconds throughout each trading day.
	The Calculation Agent publishes the closing level of the BFV Index daily. The Managing Owner publishes the net asset value of the Fund and the net asset value per Share daily. Additionally, the Calculation Agent publishes the intra-day BFV Index level, and the Managing Owner publishes the indicative value per Share of the Fund (quoted in U.S. dollars) once every fifteen seconds throughout each trading day. All of the foregoing information is published as follows:
	The intra-day level of the BFV Index (symbol: [____]) and the intra-day indicative value per Share of the Fund (symbol: NUKIV) (each quoted in U.S. dollars) are published once every fifteen seconds throughout each trading day on the consolidated tape, Reuters and/or Bloomberg and on the Managing Owner’s website at http://www.dbfunds.db.com, or any successor thereto.
	The current trading price per Share (symbol: NUK) (quoted in U.S. dollars) is published continuously as trades occur throughout each trading day on the consolidated tape, Reuters and/or Bloomberg and on the Managing Owner’s website at http://www.dbfunds.db.com, or any successor thereto.
	The most recent end-of-day BFV Index closing level (symbol: [____]) is published as of the close of business for the NYSE Arca each trading day on the

	consolidated tape, Reuters and/or Bloomberg and on the Managing Owner’s website at http://www.dbfunds.db.com, or any successor thereto.
	The most recent end-of-day net asset value of the Fund (symbol: NUKNV) is published as of the close of business on Reuters and/or Bloomberg and on the Managing Owner’s website at http://www.dbfunds.db.com, or any successor thereto. In addition, the most recent end-of-day net asset value of the Fund (symbol: NUKNV) is published the following morning on the consolidated tape.
	The Calculation Agent obtains information for inclusion in, or for use in the calculation of, the BFV Index from sources the Calculation Agent considers reliable. None of the Calculation Agent, the Managing Owner, the Fund, or any of their respective affiliates accepts responsibility for or guarantees the accuracy and/or completeness of the BFV Index or any data included in the BFV Index.
CUSIP Number	The Fund’s CUSIP number is [___________].
The Trustee	Wilmington Trust Company, or the Trustee, is a Delaware banking corporation and is the sole trustee of the Fund. The Trustee has only nominal duties and liabilities to the Fund.
The Managing Owner	DB Commodity Services LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Deutsche Bank AG. The Managing Owner is vested with full power and authority to manage the business and affairs of the Fund. The Managing Owner provides certain advisory and administrative services to the Fund.
	The Shares are not deposits or other obligations of the Managing Owner, the Trustee or any of their respective subsidiaries or affiliates or any other bank, are not guaranteed by the Managing Owner, the Trustee or any of their respective subsidiaries or affiliates or any other bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
Purpose	The Fund’s purpose is to provide investors with a cost-effective investment vehicle that holds uranium oxide concentrates, referred to as either Uranium or U3O8. It is expected that Authorized Creators and Authorized Redeemers may use the Fund as an inventory management option, as a source for Uranium or as an alternative to the spot markets for achieving liquidity in their holdings of Uranium. It is also expected that Authorized Creators and Authorized Redeemers will have the ability to arbitrage price differences that may arise from time-to-time between the value of the Fund’s Uranium holdings and the trading price of the Shares on the NYSE Arca, Inc., or the NYSE Arca, through creations and redemptions of Shares in Baskets at their net asset value per Basket. The exploitation of these arbitrage

	opportunities is expected to cause the market price per Share to tend to track the net asset value per Share over time. The Fund will acquire holdings of Uranium and process creation and redemption transactions, but will not actively trade or speculate with regard to short-term changes in the price of Uranium, so that the net asset value per Share will reflect the price of Uranium, less the Fund’s expenses and liabilities. Investors in the Fund will obtain economic exposure to the price of Uranium, whether it is rising, falling or flat, in a manner that does not include all of the risks associated with investments in companies that explore for, mine, process or consume Uranium. The Fund’s only assets will be title to physical Uranium and cash to meet expenses. After the commencement of the Fund’s business, the Fund will not purchase Uranium with cash. The Fund will not enter into financial swaps, forwards or futures or invest in securities. The Fund will not take short positions in Uranium. For U.S. nuclear regulatory purposes, the Fund will not receive, possess, deliver, use, or transfer Uranium. There can be no assurance that the Fund and the Shareholders will not incur losses of all or a portion of their investment.
Clearance and Settlement	The Shares are evidenced by global certificates that the Fund issues to The Depository Trust Corporation, an electronic securities trading settlement facility, or DTC. The Shares are available only in electronic, book-entry form. Shareholders may hold their Shares through DTC, if they are participants in DTC, or indirectly through entities that are direct or indirect participants in DTC.
Use of Proceeds	The Fund has entered into Uranium escrow agreements, or the Uranium Escrow Agreements, with [_____], or collectively, the Initial Uranium Suppliers. The Initial Uranium Suppliers will supply the Fund with its initial holdings of Uranium. Pursuant to the Uranium Escrow Agreements, the Initial Uranium Suppliers have deposited [_____] pounds of Qualifying Uranium, or the Initial Supply, into one or more Uranium accounts at one or more of the Storage Facilities for purchase by the Fund at the conclusion of the initial offering. The price of the Initial Uranium Suppliers’ Uranium will be calculated in accordance with the BFV Index.
	If the initial offering is abandoned, or is not completed prior to a mutually acceptable deadline, the Initial Supply held in escrow for purchase by the Fund will be released and returned to the Initial Uranium Suppliers.
	The net proceeds received by the Fund from the initial offering will be used to purchase from the Initial Uranium Suppliers an amount of Uranium up to the amount of the Initial Supply and to pay management, Uranium brokerage and other fees and expenses incurred by the Fund during the initial offering in connection with the procurement of the Initial Supply, including payments to the Managing Owner and the Uranium Broker that are expected to be equal to approximately 1% of the public offering price of the Shares. An Initial Supplier that is also an Authorized Creator may choose to create additional Baskets contemporaneously with the completion of the initial offering. Within two (2) days after completing the initial offering, the Managing Owner will pay the Initial Uranium Suppliers the net proceeds of the initial offering, net of cash reserves sufficient to cover the Fund’s

	projected expenses for the first six months of its operations and any applicable fees and Uranium brokerage commissions, including fees, Uranium brokerage commissions and expense reimbursements payable to the Managing Owner and the Uranium Broker in connection with the procurement of the Initial Supply. Upon such payment, the Fund will receive full title to all or a portion of the Initial Supply. All retained cash will be deposited in the Fund’s bank accounts until used to pay Fund expenses.
	The net proceeds of the initial offering will be approximately $97,000,000 (or approximately $[_____] assuming the Underwriters exercise the over-allotment option in full) after the deduction of the underwriting discount and the payment of fees, Uranium brokerage commissions and expense reimbursements to the Managing Owner and the Uranium Broker in connection with the procurement of the Initial Supply.
	After the initial offering, proceeds received by the Fund from the issuance and sale of Baskets will consist of Qualifying Uranium and cash. The Fund’s cash will be deposited in bank accounts until used to pay Fund expenses. After the initial offering, the Fund will not use its cash to purchase Uranium. Pursuant to the Trust Declaration, the Fund’s Qualifying Uranium will only be held by the Fund, distributed to Authorized Redeemers in connection with the redemption of Baskets or sold as needed to raise cash to pay the Fund’s expenses.
Administrator, BNY Custodian, and Transfer Agent	The Bank of New York Mellon, or BNY, is a banking corporation organized under the laws of the State of New York with trust powers. In its capacity as the Fund’s administrator, or the Administrator, BNY maintains certain financial and accounting books and records of the Fund. In its capacity as the Fund’s custodian, or the BNY Custodian, BNY serves as custodian of the Fund’s cash. In its capacity as the Fund’s transfer agent, or the Transfer Agent, BNY will record creations and redemptions of the Fund’s Shares, among other responsibilities.
Uranium Account Administrator	New York Nuclear Corporation, or NYNCO, a New York corporation, serves as the Uranium account administrator, or the Uranium Account Administrator. All Uranium owned by the Fund will be stored in the Fund’s name in one or more uranium accounts, or the Uranium Accounts, at a small number of licensed and secured storage facilities, or the Storage Facilities. The Managing Owner, in consultation with and based upon the advice of the Uranium Account Administrator, negotiates storage arrangements with the Storage Facilities on behalf of the Fund and with respect to each of the Fund’s Uranium Accounts. The Uranium Account Administrator is required to provide the Managing Owner with sufficient market information in order to ensure that the Storage Facilities provide indemnities and other arrangements and protections consistent with standard industry terms for the benefit of the Fund. The Managing Owner, in consultation with and based upon the advice of the Uranium Account Administrator, will open Uranium Accounts with Storage Facilities on behalf of and in the name of the Fund. Neither the Fund nor the Uranium Account Administrator has the right to physically

	remove, or request the physical removal of the Uranium held in the Uranium Account and no part of such Uranium may be physically transferred by either the Fund or the Uranium Account Administrator. The Uranium Account Administrator will assist with recordkeeping relating to the Uranium Accounts and in connection with creation and redemption transactions. Ownership of the Uranium will be reflected under the Fund’s name and as book entries at the Storage Facilities pursuant to the Uranium Account agreements, or the Uranium Account Agreements. In addition to interfacing with the Storage Facilities on behalf of the Fund on a regular basis, the Uranium Account Administrator will also serve as a general resource and a source of market information and intelligence for the Managing Owner and the Fund with respect to the Uranium market.
Uranium Broker	NYNCO will serve as the Fund’s Uranium broker, or the Uranium Broker. NYNCO has acted as the Fund’s broker in connection with the procurement of the Initial Supply and will provide brokerage services with respect to all Uranium creation and redemption transactions and sales of Uranium by the Fund.
Calculation Agent	Altametric, LLC, a New York limited liability company, serves as the Fund’s calculation agent, or the Calculation Agent.
The BFV Index	The Net Asset Value of the Fund’s Uranium on any date will be the lower of either the (i) net asset value calculated by the Calculation Agent in the manner described below and (ii) liquidation value upon sale of Uranium sold by the Fund on such date.
	The Calculation Agent will calculate the value of the Fund’s Uranium in accordance with the Blended Financial Value Index or the BFV Index.
	The Calculation Agent will:
	1. “mark-to-market” the value of the Fund’s Uranium on both an intra-day basis and daily basis as directed by the Fund from time-to-time;
	2. calculate the BFV Index to reflect both the intra-day indicative levels and the daily closing level of the value of U3O8 , which will be expressed in $ per pound of U3O8 ;
	3. calculate the intra-day indicative levels of the BFV Index by polling public sources every 15 seconds or less to determine the price, on a delayed basis, of the shares of each Public Fund (as hereinafter defined), the aggregate number of issued and outstanding shares of each Public Fund and the Cash Estimate (as hereinafter defined) of each

	Public Fund;
	4. calculate the daily closing level of the BFV Index by calculating, as of the close of business of each trading day, the final closing price of the shares of each of the Public Funds as of the closing time of the exchange on which each Public Fund’s shares trade, the aggregate number of issued and outstanding shares of each Public Fund and the Cash Estimate of each Public Fund will be calculated as of the same time, and
	5. initially calculate the value of the Uranium of each Public Fund in each Public Fund’s native currency. Thereafter, the Calculation Agent will convert the value of each Public Fund’s Uranium from its native currency into U.S. dollars in order to calculate the BFV Index by either referencing Reuters as of 4:00 p.m. Eastern Standard time or any other reputable service provider who provides foreign exchange rates.
	Please see “Calculation of Net Asset Value and Valuation” for additional information regarding the BFV Index.
Calculation of Net Asset Value	The Calculation Agent calculates the value of the Fund’s Uranium as outlined under the heading “Calculation of Net Asset Value and Valuation.”
	The Administrator determines the Fund’s Net Asset Value, the Net Asset Value per Basket and Net Asset Value per Share as outlined under the heading “Calculation of Net Asset Value and Valuation.”
Selling Agent	Deutsche Bank AG, a banking company with limited liability incorporated under the laws of the Federal Republic of Germany, or a subsidiary thereof serves as the Fund’s selling agent, or the Selling Agent.
ALPS Distributors	The Managing Owner, on behalf of the Fund, has appointed ALPS Distributors, Inc., or ALPS Distributors, to assist the Managing Owner and the Administrator with certain functions and duties relating to distribution and marketing, including reviewing and approving marketing materials. ALPS Distributors retains all marketing materials at c/o ALPS Distributors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203; telephone number (303) 623-2577. Investors may contact ALPS Distributors toll-free in the U.S. at (877) 369-4617. The Fund has entered into a Distribution Services Agreement with ALPS Distributors. ALPS Distributors is affiliated with ALPS Fund Services, Inc., a Denver-based outsourcing solution for administration, compliance, fund accounting,

	legal, marketing, tax administration, transfer agency and shareholder services for open-end, closed-end, hedge and exchange-traded funds, with over 350,000 shareholder accounts and approximately $17 billion in client mutual fund assets under administration. ALPS Distributors provides distribution services to approximately $232 billion in client assets.
	The Managing Owner, out of the Management Fee, pays ALPS Distributors for performing its duties on behalf of the Fund and may pay ALPS Distributors additional compensation in consideration of the performance by ALPS Distributors of additional marketing, distribution and ongoing support services. Such additional services may include, among other services, the development and implementation of a marketing plan and the utilization of ALPS Distributors’ resources, which include an extensive broker database and a network of internal and external wholesalers.
	ALPS Distributors, Inc. is the distributor of DB-New York Nuclear Uranium Fund.
Management Fee	The Fund will pay the Managing Owner a management fee, or the Management Fee, monthly in arrears, equal to (i) 1/12th of 1.00% of the average daily Net Asset Value of the Fund (approximately 1.00% per annum of the Net Asset Value of the Fund) during each calendar month up to an average daily Net Asset Value of the Fund of $500 million, and (ii) 1/12th of 0.75% of the average daily Net Asset Value of the Fund (approximately 0.75% per annum of the Net Asset Value of the Fund) during each calendar month greater than an average daily Net Asset Value of the Fund of $500 million and up to an average daily Net Asset Value of the Fund of $2 billion, and (iii) 1/12th of 0.50% of the average daily Net Asset Value of the Fund (approximately 0.50% per annum of the Net Asset Value of the Fund) during each calendar month greater than an average daily Net Asset Value of the Fund of $2 billion, after giving effect to any creations or redemptions on the first business day of the month or the last business day of the preceding month, respectively.
Initial Organization and Offering Expenses	Expenses incurred in connection with organizing the Fund and the initial offering of the Shares, or the Initial O&O Expenses, will be paid by the Managing Owner, subject to reimbursement by the Fund, without interest, in 36 monthly payments during each of the first 36 months after the commencement of the Fund’s operations, subject to a cap in the amount of 2.50% of the aggregate amount of the net proceeds of the initial offering and the value of all creation transactions during the first 36 months of the Fund’s operations. If the Fund terminates before the Managing Owner has been fully reimbursed for any of the Initial O&O Expenses, the Managing Owner will not be entitled to receive any unreimbursed portion of the Initial O&O Expenses outstanding as of the termination date. In no event will the aggregate amount of payments by the Fund to the Managing Owner in respect of reimbursement of Initial O&O Expenses in any month exceed 0.50% per annum of

	the Net Asset Value of the Fund. The Initial O&O Expenses do not include payments to the Managing Owner and the Uranium Broker of fees, Uranium brokerage commissions and expense reimbursements in connection with the procurement of the Initial Supply.
Ordinary Ongoing Expenses	The Fund will pay ordinary ongoing expenses monthly in arrears, which generally are expected to equal to approximately 1/12th of 0.05% of the daily Net Asset Value of the Fund (approximately 0.05% per annum of the Net Asset Value of the Fund).
	The Fund generally bears all other costs and expenses of its operations (including, without limitation, transportation costs, insurance fees and commissions (if any), security services costs, any other charges arising upon the holding of Uranium, Calculation Agent fees, Uranium Account Administrator fees, Storage Facility fees, the Trustee’s fees; audit, accounting and tax preparation fees and expenses; legal fees and expenses; filing fees; and printing, mailing and duplication costs).
Administration Fee	The Fund pays the Administrator a monthly administration fee, or the Administration Fee, of up to 0.05% per annum of the Fund’s Net Asset Value. The Administration Fee includes payment to the Administrator for services rendered in its capacity as the Fund’s Transfer Agent and BNY Custodian.
Uranium Account Administrator Fee	The Fund will pay a Uranium Account Administrator fee, or the Uranium Account Administrator Fee, to the Uranium Account Administrator (a portion of which is paid to the Calculation Agent) quarterly in arrears in an amount equal to (i) 1/12th of 0.30% (0.30% per annum) of the average daily value of the Fund’s Uranium in all Uranium Accounts up to $500 million, and (ii) 1/12th of 0.20% (0.20% per annum) of the average daily value of the Fund’s Uranium in all Uranium Accounts greater than $500 million and up to $2 billion, and (iii) 1/12th of 0.15% (0.15% per annum) of the average daily value of the Fund’s Uranium in all Uranium Accounts greater than $2 billion.
	The Uranium Account Administrator Fee will accrue monthly and be paid quarterly within 90 calendar days of receipt of an invoice from the Uranium Account Administrator, based upon the daily average value of the Fund’s Uranium during the month. The Uranium will be valued for purposes of calculating the Uranium Account Administrator Fee in the same manner as if the Uranium is being valued for all other purposes under the Fund’s Calculation Agent Agreement, as it may be amended from time-to-time. The Uranium Account Administrator Fee will be calculated on a pro-rated basis for intra-quarter withdrawals or additions of Uranium to the Uranium Accounts.
Storage Facility Fees	Storage Facility Fees vary on a Storage Facility by Storage Facility basis.
	Storage Facilities may charge a Uranium Account opening fee, an annual

	Uranium Account fee and storage fees. Transfer fees will be charged either on a flat fee basis for each transfer or based on the amount of Uranium being transferred. The Managing Owner expects that the aggregate Storage Facility fees, excluding transfer fees, may equal to approximately [___]% per annum of the value of the Fund’s Uranium. The amount of transfer fees paid by the Fund will be determined by the number of transfers that the Fund will incur. The Managing Owner estimates that the Fund may pay transfer fees between approximately [___]%—[___]% per annum, subject to the number of transfers per year.
Brokerage Fees and Commissions	The Uranium Broker charges fees and commissions in connection with transactions it arranges or facilitates for the Fund at usual and customary rates for its services in connection with the procurement of the Initial Supply, creation and redemption transactions and the Fund’s sales of Uranium from time-to-time, or the Brokerage Fee. The Uranium Broker will charge a Brokerage Fee of up to 1% of the value of the Uranium that is the subject of each transaction. The Uranium will be valued for purposes of calculating the Brokerage Fee in the same manner as if the Uranium is being valued for all other purposes under the Fund’s Calculation Agent Agreement, as it may be amended from time-to-time. The Uranium Broker will pay a portion of the Brokerage Fee to the Calculation Agent. The Uranium Broker has a duty to seek best execution in connection with each transaction on behalf of the Fund. The Fund may transact with the Uranium Broker and its affiliates from time-to-time on a principal-to-principal basis. Any such principal transactions will be made at a price no less favorable to the Fund than reasonably would be expected to be obtained in an arm’s-length transaction with an unaffiliated third party, as determined by the Managing Owner in its reasonable discretion.
Creation and Redemption Charges	Authorized Participants will pay to the Selling Agent a transaction fee of up to 3% of the net asset value of the Shares being created or redeemed for each order they place to create or redeem one or more Baskets.
Creation and Redemption of Shares	After the initial offering, the Fund will create and redeem Shares quarterly, but only in one or more Baskets (a Basket equals a block of 200,000 Shares), as of each Subscription Date and Redemption Date, respectively. We will refer to creation Baskets as Creation Baskets and redemption Baskets as Redemption Baskets. A list of the Subscription Dates, Redemption Dates and prior notice periods with respect to submitting both creation orders and redemption orders will be available on www.dbfunds.db.com. Although the Managing Owner expects that the prior notice periods for submitting creation orders and redemption orders generally will be a Business Day that is at least 7 Business Days prior to the applicable Subscription Date or Redemption Date, the actual notice periods may vary, subject to the notice requirements of the underlying Storage Facilities. The Managing Owner will accept creation orders and redemption orders properly

CALCULATION OF NET ASSET VALUE AND VALUATION

The Net Asset Value of the Fund’s Uranium on any date will be the lower of either the (i) net asset value calculated by the Calculation Agent in the manner described below and (ii) liquidation value upon sale of Uranium sold by the Fund on such date.

The Calculation Agent will calculate the value of the Fund’s Uranium in accordance with the Blended Financial Value Index, or the BFV Index.

The Calculation Agent will:

1. “mark-to-market” the value of the Fund’s Uranium on both an intra-day basis and daily basis as directed by the Fund from time-to-time;

2. calculate the BFV Index to reflect both the intra-day indicative levels and the daily closing level of the value of U3O8, which will be expressed in $ per pound of U3O8;

3. calculate the intra-day indicative levels of the BFV Index by polling public sources every 15 seconds or less to determine the price, on a delayed basis, of the shares of each Public Fund (as hereinafter defined), the aggregate number of issued and outstanding shares of each Public Fund and the Cash Estimate (as hereinafter defined) of each Public Fund;

4. calculate the daily closing level of the BFV Index by calculating, as of the close of business of each trading day, the final closing price of the shares of each of the Public Funds as of the closing time of the exchange on which each Public Fund’s shares trade, the aggregate number of issued and outstanding shares of each Public Fund and the Cash Estimate of each Public Fund will be calculated as of the same time, and

5. initially calculate the value of the Uranium of each Public Fund in each Public Fund’s native currency. Thereafter, the Calculation Agent will convert the value of each Public Fund’s Uranium from its native currency into U.S. dollars in order to calculate the BFV Index by either referencing Reuters as of 4:00 p.m. Eastern

Standard time or any other reputable service provider who provides foreign exchange rates.

The Calculation Agent will calculate the Value of Fund’s Uranium as follows:

Value of Fund’s Uranium = BFV Index * Amount of Uranium Held by the Fund.

Where:

BFV Index = Sum of (Physical Weighting Factor * Implied Value of Uranium) held by each Public Fund.

Physical Weighting Factor = Amount of Uranium Held by Each Specific Public Fund / (Sum of Uranium Held by All Public Funds).

Amount of Uranium Held by Each Specific Public Fund = Amount of U3O8 owned by each Public Fund and expressed in pounds of U3O8, including any amounts of UF6, as applicable, that is converted by (Conversion Factor * quantity of UF6). Such amounts of Uranium are reported by each Public Fund in publicly available periodic reports.

Conversion Factor = Represents conversion ratio to convert U3O8 to UF6 including related processing costs. Approximately 2.75 as of October 24, 2008.

Implied Value of Uranium = (Fund Market Capitalization - Cash Estimate) / (Amount of U3O8 + (Conversion Factor * quantity of UF6)).

Fund Market Capitalization = (Price per Outstanding Share of Each Public Fund) * (Total Number of Shares Outstanding of such Public Fund) + (Price per Outstanding Warrant of Each Public Fund) * (Total Number of Warrants Outstanding of such Public Fund).

Cash Estimate = Estimated value of cash and cash equivalents owned by each Public Fund and as reported by each Public Fund in publicly available periodic reports.

Public Fund = Any publicly offered and exchange listed fund which invests in physical Uranium including, without limitation, both Uranium Participation Corporation and Nufcor Uranium Limited, which are currently the only Public Funds. Uranium Participation Corporation trades under the symbol “U” on the Toronto Stock Exchange. Nufcor Uranium Limited trades under the symbol “NU” on the AIM market of the London Stock Exchange.

Amount of Uranium Held by the Fund = Amount of U3O8 owned by the Fund and expressed in pounds of U3O8, including any amounts of UF6, as applicable, that is converted by (Conversion Factor * quantity of UF6).

If calculation of the BFV Index becomes unavailable, the Calculation Agent will use the following sequence of methodologies (in the order listed) as a substitute for the BFV Index in the foregoing equations to calculate the Value of Fund’s Uranium:

1. If valuation of only one Public Fund is available, then the Calculation Agent will calculate the BFV Index based on the valuation of one Public Fund on a daily basis and the Calculation Agent will not calculate intra-day indicative levels of the BFV Index;

2. If valuation of all Public Funds become unavailable, then the Calculation Agent will calculate the intra-day value of the Fund’s Uranium based on the Uranium Contract with the largest open interest that trades on a daily basis on NYMEX (symbol “UX”, as reported on www.NYMEX.com);

3. If the closing prices of the UX futures contract become unavailable, then the Calculation Agent will calculate the value of the Fund’s Uranium based on the Bid Side Price as quoted on UraniumOnLine (www.uranium.com/udirect/) on a daily basis;

4. If the Bid Side Price as quoted on UraniumOnLine becomes unavailable, then the Calculation Agent will calculate the value of the Fund’s Uranium based on the UX/Trade Tech Index on a weekly basis (as reported in the UX/Trade Tech newsletters);

5. If the UX/Trade Tech Index becomes unavailable, then the Calculation Agent will calculate the value of the Fund’s Uranium based on a poll of the average price paid by 5 U.S. utilities on a weekly basis (as reported in the Uranium Intelligence Weekly newsletter).

The Calculation Agent will calculate the Value of Fund’s Uranium based upon the above alternative methods to reflect the value of U3O8.

UPC currently holds approximately 5.425 million pounds of U3O8 and approximately 1.492 million KgU as UF6 as of October 31, 2008. NUL currently holds approximately 2.3 million pounds of U3O8, approximately 0.515 million pounds of U3O8 subject to a forward sales agreement (effectively, a total of 1.725 million pounds of U3O8 held on October 31, 2008), approximately 0.212 million KgU as UF6 and 0.200 million KgU as UF6 in a forward purchase agreement as of October 31, 2008 (effectively, a total of 0.412 million KgU as UF6 held on October 31, 2008). This represents a significant fraction of current annual world production. Similar to gold and silver stockpiles, the Public Funds’ share value tend to reflect the market’s current valuation of the spot price of Uranium.

If the Calculation Agent is unable to calculate the intra-day indicative levels of the BFV Index once every 15 seconds throughout a trading day through no fault of its own and not due to an Event of Force Majeure as defined in the Calculation Agent Agreement, or Short-term Interruption, the Calculation Agent will

immediately notify the Fund of the occurrence of a Short-term Interruption and

have the opportunity to cure the Short-term Interruption within 24 hours after such Short-term Interruption.

The Calculation Agent will employ the methodology described above and its application of such methodology will be conclusive and binding. All determinations made by the Calculation Agent will be made by it in good faith and in a commercially reasonable manner by reference to such factors as the Calculation Agent deems appropriate and will be final, conclusive and binding in the absence of manifest error. While the Calculation Agent currently intends to employ the methodology described above to calculate the Value of Fund’s Uranium, no assurance can be given that fiscal, market, regulatory, juridical or financial circumstances will not arise that would, in the view of the Calculation Agent, in consultation with the Fund, necessitate a modification of or change to such methodology and in such circumstances the Calculation Agent, in consultation with the Fund, may make any such modification or change as the Calculation Agent, in consultation with the Fund, determines appropriate. The

Calculation Agent, in consultation with the Fund, may also make modifications to the above methodology in any manner that is deemed necessary or desirable, including (without limitation) to correct any manifest or proven error or to cure, correct or supplement any defective provision contained above. The Managing Owner will provide the Fund and its shareholders with sufficient and prior written notice regarding any modification of or change to the above methodology.

The Administrator determines the Fund’s Net Asset Value, the Net Asset Value per Basket and Net Asset Value per Share, by calculating the total value of the Fund’s assets (including, but not limited to, Uranium, cash and other assets, if any) less all liabilities of the Fund (including, but not limited to, accrued Management Fees and ordinary and extraordinary expenses) determined in accordance with generally accepted accounting principles in the United States consistently applied under the accrual basis of accounting (except that Initial O&O Expenses are being amortized in the manner described below, notwithstanding such generally accepted accounting principles), or as otherwise provided in this Prospectus or in the Trust Declaration.

These calculations are made as of the end of each Accounting Period, and as of such other dates as the Managing Owner determines. An Accounting Period begins on the day after the close of the preceding Accounting Period, and ends on the earlier of the end of each month, the effective date of any transfer of a Share, the day preceding the effective date of any purchase of Shares from the Fund, the date of any redemption of Shares or such other day as may be determined by the Managing Owner.

Net Asset Value per Share is the Net Asset Value of the Fund divided by the total number of Shares outstanding.

Net Asset Value per Basket is the Net Asset Value of 200,000 Shares.

The Administrator keeps the Fund’s accounting books and records in accordance with the provisions of the Trust Declaration under the accrual method of accounting, and, as to matters not specifically covered in the Trust Declaration, in accordance with generally accepted accounting principles (except that Initial O&O Expenses are being amortized in the manner described below, notwithstanding such generally accepted accounting principles). All matters concerning accounting practices not specifically and expressly provided for by the Trust Declaration will be determined by the Managing Owner in good faith.

In determining the amount of the Fund’s liabilities for purposes of determining Net Asset Value, the Managing Owner may estimate expenses that are incurred on a regular or recurring basis over annual or other periods and treat the amount of any such estimate as accruing in equal proportions over any such period. The Managing Owner may also determine to establish such reserves for the Fund for contingent, unknown, or unfixed debts, liabilities, or obligations of the Fund as the Managing Owner may reasonably deem advisable. If a liability arises in one accounting period but relates to a prior accounting period, the Managing Owner may, in its discretion, determine to treat it as reducing the Net Asset Value of the Fund in the prior accounting period or in the current accounting period (and may collect any withdrawal amounts overpaid in prior accounting periods based on such treatment). Liabilities included in the computation of the Fund’s Net Asset Value include accrued liabilities irrespective of whether such liabilities may in fact never be paid. In this regard, the Managing Owner may from time-to-time find it necessary, to set up a reserve for contingent liabilities.

For purposes of determining Net Asset Value, Initial O&O Expenses are being amortized in equal installments over the 36 month period after the commencement of the Fund’s operations as provided under “Fees and Expenses.”

MATERIAL CONTRACTS

Defined terms used in this section and not otherwise defined herein will have the meaning assigned to such defined terms under the applicable agreements.

Underwriting Agreement

See “Underwriting” for a summary of the material terms of the Underwriting Agreement.

Participant Agreement

Under the Participant Agreements, the Managing Owner has agreed to indemnify the Authorized Participants against certain liabilities, including liabilities under the Securities Act, and to contribute to the payments the Authorized Participants may be required to make in respect of those liabilities. The Managing Owner has agreed to reimburse the Authorized Participants, solely from and to the extent of Fund’s assets, for indemnification and contribution amounts due from the Managing Owner in respect of such liabilities to the extent the Managing Owner has not paid such amounts when due.

Uranium Account Agreement with Storage Facility One

Pursuant to the Storage Facility One Uranium Owner’s Agreement, or the Storage Facility One Uranium Account Agreement, between the Fund and Storage Facility One, or Storage Facility One, Storage Facility One will establish a Uranium Account for the storage and book entry transfer of Uranium by the Fund. Pursuant to the Storage Facility One Uranium Account Agreement, the Fund may either book transfer Uranium from or to its Uranium Account to another third party that also has a Uranium Account with Storage Facility One. The Fund will, in all cases, retain ownership of Uranium held in the Fund’s Uranium Account(s).

The Storage Facility One Uranium Account Agreement will continue in effect until canceled by either party by written notice given to the other no less than ninety (90) days prior to the effective date of termination.

The Fund will at all times have full risk of loss or damage to the Uranium held at Storage Facility One under the Storage Facility One Uranium Account Agreement, except for the negligence of Storage Facility One, its employees, agents or subcontractors; provided, however, that in the case of loss or damage for which Storage Facility One is responsible, Storage Facility One, at its option, will either: (a) replace the Uranium so lost or damaged or (b) pay the Fund an amount not exceeding the Fund’s original cost per pound of the Uranium so lost or damaged. Storage Facility One will not be liable for any special, incidental, indirect, punitive or consequential damages. Storage Facility One will use reasonable efforts to protect the Fund’s Uranium while in its possession, but Storage Facility One assumes any liability whatever for loss or damage, except as set forth above.

The Fund agrees to hold Storage Facility One harmless from and against any and all loss or damage it may sustain as a result of any material breach of any of the Fund’s warranties set forth in the Storage Facility One Uranium Account Agreement, provided that such breach was a result of negligence by the Fund. The Fund will also be responsible for, and will indemnify, defend and hold Storage Facility One harmless for any and all sales and property taxes and any governmental taxes, charges, import duties or fees upon the ownership, importation, possession, sale, transfer or use of the Uranium held on the Fund’s behalf which may be levied or assessed on such Uranium while held by Storage Facility One or as a result of its having been so held.

Neither party will be liable to the other, or deemed in breach of the Storage Facility One Uranium Account Agreement, for delay in supplying, producing, delivering, receiving, handling, weighing and sampling or transferring of Uranium thereunder due to or caused by acts of God, the elements, wars, terrorism or threatened acts of terrorism, riots, requirement or mandatory action of governmental authority preventing performance, accident, fire, damage to necessary facilities, equipment breakdowns, transportation delays or accidents, or any other occurrence, whether or not similar to those above mentioned, beyond the reasonable control of the party affected thereby, or Force Majeure. The party so impaired will exercise diligence in endeavoring to overcome any Force Majeure impediment to its performance provided that nothing herein will require such party to settle strikes or other labor disputes in a manner contrary to its interest.

In the event of an occurrence of an event of Force Majeure lasting for more than one (1) month continuously the party not suffering the Force Majeure will be entitled to terminate the Storage Facility One Uranium Account Agreement on not less than ninety (90) days prior written notice, such notice will not affect any rights or obligations which have accrued to either party during the period of the Storage Facility One Uranium Account Agreement.

Uranium Account Agreement with other Storage Facilities

[To revise as necessary.]

Uranium Account Administrator and Uranium Broker Agreement

The term of the Uranium Account Administrator and Uranium Broker Agreement, or the Uranium Account Administrator Agreement, will commence on the date of the Uranium Account Administrator Agreement and will remain in force and effect until the date it is terminated in accordance with the termination provisions set forth therein.

During the term of the Uranium Account Administrator Agreement, the Fund may not utilize the brokerage services of other third-party service providers who provide services similar to that of the Uranium Broker. Additionally, the Fund may not sell Uranium directly to third parties other than through the Uranium Broker.

The Uranium Account Administrator Agreement may be terminated by a Non-Defaulting Party (as defined therein) if the other party defaults because such party:

(a)

fails to pay any amount payable, when due, for a period of ninety (90) calendar days after receipt of a written notice from the other party advising that such amount is overdue;

(b)

fails to remedy any material breach of the Uranium Account Administrator Agreement or any other agreement with the Fund or an affiliate of the Fund that is capable of being remedied, within a period of five (5) Business Days after receipt of a notice from the Non-Defaulting Party advising of such material breach;

(c)

commences a voluntary case or proceeding or becomes subject to a case or proceeding as a debtor under any applicable bankruptcy, insolvency, reorganization or other similar law or becomes subject to the appointment of, or taking possession by, a custodian, receiver, trustee, liquidator or similar official of such Party of all or substantially all its property or assets, or becomes generally unable or admits in writing its inability to generally pay its debts as they become due, or takes corporate action in furtherance of any such action, or is the subject of an entry by a court having jurisdiction of a decree or order for relief in an involuntary case or proceeding under any such law or a decree or order making such an appointment;

(d)

takes advantage of any law or governmental regulation relating to bankruptcy, insolvency, liquidation, dissolution, arrangement, winding-up or composition or adjustment of debts in any jurisdiction that adversely affects its performance of its obligations under this Agreement;

(e)

has a receiver or receiver manager or a court appointed official appointed for all or substantially all of its property or assets;

(f)

makes an assignment or attempted assignment for the benefit of its creditors, subject to a party’s right to make a permitted assignment as otherwise permitted in the Uranium Account Administrator Agreement;

(g)

institutes any proceedings for the cessation of its business or corporate existence;

(h)

has any governmental authority or other third party seize, expropriate or confiscate all or a substantial part of its property or assets provided, however, that a seizure by any governmental authority of Uranium held by the Fund will not cause the Fund to be deemed a defaulting party;

(i)

makes any representation or warranty in the Uranium Account Administrator Agreement that proves to have been incorrect, false or misleading in any material respect during the term of the Uranium Account Administrator Agreement.

The Uranium Account Administrator Agreement may also be terminated if a “Major Event” (such as a key man event or other related event) occurs, if an “Event of Force Majeure” occurs, or the Calculation Agent Agreement is terminated.

Either Party that elects an Early Termination of the Uranium Account Administrator Agreement will provide the other Party with at least one hundred eighty (180) calendar days advance written notice of the termination date. If the Managing Owner elects an Early Termination of the Uranium Account Administrator Agreement, the Managing Owner will pay to the Uranium Account Administrator one “Early Termination Fee” as provided in Annex I therein. Because the Managing Owner will be solely responsible for paying the Early Termination Fee, such payment will not be a liability of the Fund. An “Early Termination” of the Uranium Account Administrator Agreement will mean a termination of the Uranium Account Administrator Agreement prior to three (3) years after the date of the Uranium Account Administrator Agreement.

The Fund will indemnify and hold harmless each of NYNCO and each affiliate thereof against any loss, claim, damage, charge, or liability to which they (or such Affiliate) may become subject, insofar as such loss, claim, damage, charge or liability (or actions in respect thereof) arises out of or is based upon: (i) any misrepresentation or breach of any warranty, covenant or agreement of the Fund or the Managing Owner contained in the Uranium Account Administrator Agreement; (ii) any untrue statement of any material fact contained in the Registration Statement, or that arises out of or is based upon the omission to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (in each case under this clause (ii) to the extent, but only to the extent, that such untrue statement or omission made in reliance upon and in conformity with information furnished, approved or reviewed by the Fund for inclusion in the Registration Statement); (iii) the services provided by NYNCO to the Fund in accordance with the terms thereof if NYNCO acted in good faith and in a manner which it reasonably believed to be in or not opposed to the best interests of the Fund and provided that NYNCO’s conduct does not constitute fraud, negligence, bad faith or willful misconduct; or (iv) any acts or omissions of the Fund, the Managing Owner or any other service provider to the Fund before NYNCO commenced providing services to the Fund.

If the indemnified party reasonably determines that its interest is or may be adverse to the indemnifying party’s or that there may be a legal defense available to the indemnified party that is different from, in addition to or inconsistent with a defense available to the indemnifying party, the indemnified party may retain its own counsel and will be indemnified by the indemnifying party for any expenses reasonably incurred in investigating or defending the action. Expenses incurred by an indemnified party in defending a threatened or asserted claim or a threatened or pending action will be paid by the indemnifying party in advance of final disposition or settlement of such matter, if and to the extent that the person on whose behalf such expenses are paid will agree to reimburse the indemnifying party in the event indemnification is not permitted under the Uranium Account Administrator Agreement upon final disposition or settlement.

Only the assets of the Fund may be claimed by NYNCO for fulfillment of the Fund’s obligations and liabilities hereunder. The Managing Owner and its affiliates have no liability to NYNCO for any of the Fund’s obligations or liabilities thereunder.

Calculation Agent Agreement

The termination and indemnification provisions under the Calculation Agent Agreement are substantially similar to those under the Uranium Account Administrator Agreement.

During the term of the Calculation Agent Agreement, the Fund may not utilize the valuation services of other third-party service providers who provide services similar to that of the Calculation Agent. The Calculation Agent agrees that it will not provide valuation services to any vehicle for collective investment whose purposes are reasonably similar to those of the Fund, as determined by the Managing Owner, in its sole discretion.

Fund Administration and Accounting Agreement

Pursuant to the Fund Administration and Accounting Agreement between the Fund and the Administrator, the Administrator performs or supervises the performance of services necessary for the operation and administration of the Fund, including receiving and processing orders from Authorized Participants to create and redeem Baskets, net asset value calculations, accounting and other fund administrative services.

The Administration Agreement will continue in effect from the commencement of trading operations unless terminated on at least ninety (90) days’ prior written notice by either party to the other party. Notwithstanding the foregoing, the Administrator may terminate the Administration Agreement upon thirty (30) days’ prior written

notice if the Fund has materially failed to perform its obligations under the Administration Agreement or upon the termination of the Global Custody Agreement.

The Administrator is both exculpated and indemnified under the Administration Agreement.

Except as otherwise provided in the Administration Agreement, the Administrator will not be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by the Fund, except those costs, expenses, damages, liabilities or claims arising out of the Administrator’s own negligence or willful misconduct. In no event will the Administrator be liable to the Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with the Administration Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. The Administrator will not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance under the Administration Agreement, including its actions or omissions, the incompleteness or inaccuracy of any Proper Instructions (as defined therein), or for delays caused by circumstances beyond the Administrator’s control, unless such loss, damage or expense arises out of the negligence or willful misconduct of the Administrator.

The Fund will indemnify and hold harmless the Administrator from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by the Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against the Administrator by reason of or as a result of any action taken or omitted to be taken by the Administrator in good faith under the Administration Agreement or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) the Registration Statement or Prospectus, (iii) any Proper Instructions, or (iv) any opinion of legal counsel for the Fund, or arising out of transactions or other activities of the Fund which occurred prior to the commencement of the Administration Agreement; provided, that the Fund will indemnify the Administrator for costs, expenses, damages, liabilities or claims for which the Administrator is liable under the preceding paragraph. This indemnity will be a continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of the Administration Agreement. Without limiting the generality of the foregoing, the Fund will indemnify the Administrator against and save the Administrator harmless from any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following: (i) errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to the Administrator by any third party described above or by or on behalf of the Fund; (ii) action or inaction taken or omitted to be taken by the Administrator pursuant to Proper Instructions of the Fund or otherwise without negligence or willful misconduct; (iii) any action taken or omitted to be taken by the Administrator in good faith in accordance with the advice or opinion of counsel for the Fund or its own counsel; (iv) any improper use by the Fund or its agents, distributor or investment advisor of any valuations or computations supplied by the Administrator pursuant to the Administration Agreement; (v) the method of valuation and the method of computing net asset value; or (vi) any valuations or net asset value provided by the Fund.

Actions taken or omitted in reliance on Proper Instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument believed by the Administrator to be genuine or bearing the signature of a person or persons believed to be authorized to sign, countersign or execute the same, or upon the opinion of legal counsel for the Fund or its own counsel, will be conclusively presumed to have been taken or omitted in good faith.

Notwithstanding any other provision contained in the Administration Agreement, the Administrator will have no duty or obligation with respect to, including, without limitation, any duty or obligation to determine, or advise or notify the Fund of: (a) the taxable nature of any distribution or amount received or deemed received by, or payable to the Fund; (b) the taxable nature or effect on the Fund or their shareholders of any corporate actions, class actions, tax reclaims, tax refunds, or similar events; (c) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid by the Fund to their shareholders; or (d) the effect under any federal, state, or foreign income tax laws of the Fund making or not making any distribution or dividend payment, or any election with respect thereto.

Global Custody Agreement

The Bank of New York Mellon will serve as the Fund’s custodian, or the BNY Custodian. Pursuant to the Global Custody Agreement between the Fund and the BNY Custodian, or the Custody Agreement, the BNY Custodian serves as custodian of all the Fund’s cash at any time delivered to BNY Custodian during the term of the Custody Agreement. The BNY Custodian has established and will maintain one or more cash accounts pursuant to the Custody Agreement. The BNY Custodian will maintain books and records segregating the Fund’s assets.

Either party may terminate the Custody Agreement by giving to the other party a notice in writing specifying the date of such termination, which will be not less than ninety (90) days after the date of such notice. Upon termination thereof, the Fund will pay to the BNY Custodian such compensation as may be due to the BNY Custodian, and will likewise reimburse the BNY Custodian for other amounts payable or reimbursable to the BNY Custodian thereunder. The BNY Custodian will follow such reasonable oral or written instructions concerning the transfer of custody of records and other items as the Fund gives; provided, that (a) the BNY Custodian will have no liability for shipping and insurance costs associated therewith, and (b) full payment will have been made to the BNY Custodian of its compensation, costs, expenses and other amounts to which it is entitled hereunder. If cash remains in any account, the BNY Custodian may deliver to the Fund such cash. Except as otherwise provided herein, all obligations of the parties to each other hereunder will cease upon termination of the Custody Agreement.

The BNY Custodian is both exculpated and indemnified under the Custody Agreement.

Except as otherwise expressly provided in the Custody Agreement, the BNY Custodian will not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees, or losses, incurred by or asserted against the Fund, except those losses arising out of the gross negligence or willful misconduct of the BNY Custodian. The BNY Custodian will have no liability whatsoever for the action or inaction of any depository. Subject to the BNY Custodian’s delegation of its duties to its affiliates, the BNY Custodian’s responsibility with respect to any cash held by a subcustodian is limited to the failure on the part of the BNY Custodian to exercise reasonable care in the selection or retention of such subcustodian in light of prevailing settlement handling practices, procedures and controls in the relevant market. With respect to any losses incurred by the Fund as a result of the acts or the failure to act by any subcustodian (other than an affiliate of the BNY Custodian), the BNY Custodian will take appropriate action to recover such losses from such subcustodian; and the BNY Custodian’s sole responsibility and liability to the Fund will be limited to amounts so received from such subcustodian (exclusive of costs and expenses incurred by the BNY Custodian). In no event will the BNY Custodian be liable to the Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with the Custody Agreement.

The Fund will indemnify the BNY Custodian and each subcustodian for the amount of any tax that the BNY Custodian, any such subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Fund (including any payment of tax required by reason of an earlier failure to withhold). In the event that the BNY Custodian or any subcustodian is required under applicable law to pay any tax on behalf of the Fund, the BNY Custodian is hereby authorized to withdraw cash from any cash account in the amount required to pay such tax and to use such cash, or to remit such cash to the appropriate subcustodian, for the timely payment of such tax in the manner required by applicable law.

The Fund will indemnify the BNY Custodian and hold the BNY Custodian harmless from and against any and all losses sustained or incurred by or asserted against the BNY Custodian by reason of or as a result of any action or inaction, or arising out of the BNY Custodian’s performance under the Custody Agreement, including reasonable fees and expenses of counsel incurred by the BNY Custodian in a successful defense of claims by the Fund; provided however, that the Fund will not indemnify the BNY Custodian for those losses arising out of the BNY Custodian’s gross negligence or willful misconduct. This indemnity will be a continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of the Custody Agreement.

Transfer Agency and Service Agreement

The Bank of New York Mellon will serve as the Fund’s transfer agent, or the Transfer Agent. Pursuant to the Transfer Agency and Service Agreement between the Fund and the Transfer Agent, the Transfer Agent serves as the

Fund's transfer agent, dividend disbursing agent, and agent in connection with certain other activities as provided under the Transfer Agency and Service Agreement.

The term of the Transfer Agency and Service Agreement is one year from the effective date and will automatically renew for additional one year terms unless either party provides written notice of termination at least ninety (90) days prior to the end of any one year term or, unless earlier terminated as provided below:

•

Either party terminates prior to the expiration of the initial term in the event the other party breaches any material provision of the Transfer Agency and Service Agreement, including, without limitation in the case of the Fund, its obligations to compensate the Transfer Agent, provided that the non-breaching party gives written notice of such breach to the breaching party and the breaching party does not cure such violation within 90 days of receipt of such notice.

•

The Fund may terminate the Transfer Agency and Service Agreement prior to the expiration of the initial term upon ninety (90) days’ prior written notice in the event that the Managing Owner determines to liquidate the Fund and terminate its registration with the Securities and Exchange Commission other than in connection with a merger or acquisition of the Fund.

The Transfer Agent will have no responsibility and will not be liable for any loss or damage unless such loss or damage is caused by its own gross negligence or willful misconduct or that of its employees, or its breach of any of its representations. In no event will the Transfer Agent be liable for special, indirect or consequential damages regardless of the form of action and even if the same were foreseeable.

Pursuant to the Transfer Agency and Service Agreement, the Transfer Agent will not be responsible for, and the Fund will indemnify and hold the Transfer Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability, or the Losses, arising out of or attributable to:

•

All actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to the Transfer Agency and Service Agreement, provided that such actions are taken without gross negligence, or willful misconduct.

•

The Fund’s gross negligence or willful misconduct.

•

The breach of any representation or warranty of the Fund thereunder.

•

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

•

The conclusive reliance on, or the carrying out by the Transfer Agent or its agents or subcontractors of any instructions or requests of the Fund on behalf of the Fund.

•

The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state.

UraniumOnLine Access Agreement

Under the terms of the UraniumOnLine Access Agreement, including the Rules and Procedures thereto, UraniumOnLine, or UOL, and NYNCO may terminate the Fund’s access to UOL at anytime and for any reason in their sole discretion.

UOL and NYNCO are not and will not be liable to the Fund for any (i) losses, lost opportunities or any other costs or damages that may result from the Fund’s inability to use the UOL system to place orders or access information, or (ii) loss or damage arising from inaccuracies, errors, omissions, delays, interruptions or non-

performance with respect to market data supplied by UOL or NYNCO due to any negligent act or omission of UOL or NYNCO or for any other cause beyond their reasonable control.

Selling Agent Agreement

Under the Selling Agent Agreement, the Fund will exculpate the Trustee, the Managing Owner, the Selling Agent and certain of their affiliates from certain claims, losses and liabilities to which they otherwise may be subject, and also will indemnify them against claims, losses and liabilities that may be incurred by them in the performance of their duties thereunder, subject to the appropriate standard of care.

Distribution Services Agreement

ALPS Distributors provides certain distribution services to the Fund. Pursuant to the Distribution Services Agreement, as amended from time-to-time, between the Fund and ALPS Distributors, ALPS Distributors will assist the Managing Owner and the Administrator with certain functions and duties relating to distribution and marketing including reviewing and approving marketing materials.

The date of the Distribution Services Agreement is the effective date and such Agreement will continue until two years from such date and thereafter will continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually (i) by the Fund’s Managing Owner or otherwise as provided under the Distribution Services Agreement. The Distribution Services Agreement is terminable without penalty on sixty (60) days’ written notice by the Fund’s Managing Owner or by ALPS Distributors. The Distribution Services Agreement will automatically terminate in the event of its assignment.

Pursuant to the Distribution Services Agreement, the Fund will indemnify ALPS Distributors as follows:

The Fund indemnifies and holds harmless ALPS Distributors and each of its directors and officers and each person, if any, who controls ALPS Distributors within the meaning of Section 15 of the Securities Act, against any loss, liability, claim, damages or expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expenses 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 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 Securities Act or any other statute or the common law. However, the Fund does not indemnify ALPS Distributors or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Fund by or on behalf of ALPS Distributors. In no case:

• is the indemnity of the Fund in favor of ALPS Distributors or any person indemnified to be deemed to protect ALPS Distributors or any person against any liability to the Fund or its security holders to which ALPS Distributors or such person would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the Distribution Services Agreement, or

• is the Fund to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against ALPS Distributors or any person indemnified unless ALPS Distributors or person, as the case may be, will have notified the Fund in writing of the claim promptly after the summons or other first written notification giving information of the nature of the claims will have been served upon ALPS Distributors or any such person (or after ALPS Distributors or such person will have received notice of service on any designated agent).

However, failure to notify the Fund of any claim will not relieve the Fund from any liability which it may have to any person against whom such action is brought otherwise than on account of its indemnity agreement described herein. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, and if the Fund elects to assume the defense, the defense will be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any suit and retain counsel, ALPS Distributors, officers or directors or controlling person(s), defendant(s) in the suit, will bear the fees and expenses of any additional counsel retained by them. If the Fund does not elect to assume the

defense of any suit, it will reimburse ALPS Distributors, officers or directors or controlling person(s) or defendant(s) in the suit for the reasonable fees and expenses of any counsel retained by them. The Fund agrees to notify ALPS Distributors promptly of the commencement of any litigation or proceeding against it or any of its officers in connection with the issuance or sale of any of the Shares.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of some of the material U.S. federal income tax considerations associated with the classification of the Fund and the purchase, ownership and disposition of the Shares as of the date hereof by U.S. Shareholders (as defined below) and non-U.S. Shareholders (as defined below). This summary does not discuss any state, local or foreign tax consequences, or any U.S. federal alternative minimum tax consequences associated with investing in the Shares. Except where noted, this discussion deals only with Shares held as capital assets by Shareholders who acquired Shares by purchase and does not address special situations, such as those of:

• dealers in securities, commodities or currencies;

• financial institutions;

• regulated investment companies;

• real estate investment trusts;

• insurance companies;

• persons holding Shares as a part of a hedging, integrated or conversion transaction or a straddle; or

• traders in securities or commodities that elect to use a mark-to-market method of accounting for their securities or commodities holdings.

Furthermore, the discussion below is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as of the date hereof, and such authorities may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those described below.

A “U.S. Shareholder” of Shares means a beneficial owner of Shares that is for U.S. federal income tax purposes:

• an individual citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of such trust or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

A “non-U.S. Shareholder” of Shares means a beneficial owner of Shares that is not a U.S. Shareholder.

If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding Shares, we urge you to consult your own tax adviser.

You are encouraged to consult your own tax adviser regarding the U.S. federal, state, local or foreign tax consequences of purchasing, owning or disposing of the Shares in light of your own particular circumstances.

Taxation of the Fund

The Fund will be classified as a grantor trust and the Shareholders will be treated as owning proportionate interests in the Fund for U.S. federal income tax purposes. The Fund, therefore, will not be subject to U.S. federal income tax. Instead, each Shareholder will be deemed to acquire and hold a proportionate interest in the Fund’s assets and will be required to report its proportionate share of the Fund’s gains, income, losses and expenses on its U.S. federal income tax returns in accordance with the Shareholder’s method of accounting.

Taxation of U.S. Shareholders

Taxable Income and Loss. For U.S. federal income tax purposes, the Shareholders will be deemed to own proportionate shares of the Fund’s underlying assets and will be deemed to receive their proportionate shares of the Fund’s gains and income and incur their proportionate shares of the Fund’s losses and expenses.

Basis and Holding Period. In the case of Shares acquired for cash, the Shareholder’s initial tax basis in its proportionate share of the Fund’s assets will be equal to the cost of acquiring the Shares and the Shareholder’s holding period in such assets will begin on the day following purchase. In the case of Shares acquired in exchange for Uranium, the Shareholder’s initial tax basis in its proportionate share of the Fund’s assets will be equal to the Shareholder’s basis in the Uranium delivered and the Shareholder’s holding period of the Fund’s assets will include the holding period of the Uranium delivered. Neither the acquisition of Shares for cash nor the acquisition of Shares for Uranium should be a taxable event.

For purposes of this discussion, and unless stated otherwise, it is assumed that all of a Shareholder’s Shares are acquired on the same date and at the same price. Shareholders that acquire Shares at different times and at different prices, whether for cash, in exchange for Uranium or both, are encouraged to consult their tax advisers concerning their bases and holding periods in the Fund’s underlying assets.

Sale of Uranium by the Fund. When the Fund sells Uranium, a Shareholder will recognize gain or loss in an amount equal to the difference between (a) the Shareholder’s proportionate share of the amount realized by the Fund from the sale and (b) the Shareholder’s tax basis in the Uranium sold. In general, a Shareholder’s tax basis in Uranium sold by the Fund will equal (a) the Shareholder’s basis in all of the Uranium held by the Fund immediately prior to the sale multiplied by (b) a fraction the numerator of which is the amount of Uranium sold and the denominator of which is the total amount of the Uranium held by the Fund immediately prior to the sale. Any such gain or loss will be capital gain or loss. If the Shareholder has a holding period in the Shares of more than one year at the time of sale, then any gain or loss from the sale of Uranium will generally be long-term capital gain or loss. Long-term capital gains of non-corporate Shareholders generally are subject to reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

Basis in Fund’s Uranium after a Sale by the Fund. After any sale, a Shareholder’s tax basis in its pro rata share of the Uranium remaining in the Fund will equal (a) the Shareholder’s tax basis in the Uranium held by the Fund immediately prior to the sale, less (b) the portion of the Shareholder’s basis allocable to the Uranium sold.

Sales of Shares. Upon the sale of a Share, a Shareholder will be deemed to sell the portion of the Fund’s Uranium attributable to the Share. Accordingly, the Shareholder generally will recognize gain or loss on the sale in an amount equal to the difference between (a) the amount realized from the sale of the Share, and (b) the Shareholder’s tax basis in the portion of Fund’s Uranium attributable to the Share, determined in the manner described above. Any such gain or loss will be capital gain or loss. If the Shareholder’s holding period in the Uranium sold is more than one year at the time of such sale, then any such gain or loss will generally be long-term capital gain or loss. Long-term capital gains of non-corporate Shareholders generally are subject to reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

Redemption of Shares for Uranium. The redemption of a Share in exchange for the underlying Uranium represented by the Share generally will not be a taxable event to the Shareholder. The Shareholder’s tax basis in the Uranium received will be the same as the Shareholder’s tax basis in the portion of the Uranium held by the Fund

immediately prior to the redemption that is attributable to the Share redeemed. The Shareholder’s holding period with respect to the Uranium received should include the Shareholder’s holding period in such Share before receipt.

Basis in Fund’s Uranium after a Shareholder’s Sale of Shares or Redemption of Shares. After a sale or redemption of less than all of a Shareholder’s Shares, the Shareholder’s tax basis in its share of the Uranium held by the Fund will be equal to (a) the Shareholder’s tax basis in its pro rata share of the Fund’s Uranium immediately prior to the sale or redemption, less (b) the portion of the Shareholder’s basis attributable to the Uranium sold or received in redemption.

Brokerage Fees and Fund Expenses

Any brokerage or other transaction fee incurred by a Shareholder in purchasing Shares will be treated as part of the Shareholder’s tax basis in the underlying assets of the Fund. Similarly, any brokerage fee incurred by a Shareholder in selling Shares will reduce the amount realized by the Shareholder with respect to such sale.

Shareholders will be required to recognize the full amount of gain or loss upon a sale of Uranium by the Fund (as discussed above), even though some or all of the proceeds of such sale are used by the Trustee to pay Fund expenses. Shareholders may deduct their respective pro rata shares of each expense incurred by the Fund to the same extent as if they directly incurred the expense.

Shareholders who are individuals, estates or trusts may be required to treat some or all of the Fund’s expenses as miscellaneous itemized deductions. For U.S. federal income tax purposes, individuals may deduct miscellaneous itemized deductions only to the extent such deductions exceed 2% of the individuals adjusted gross income. Miscellaneous itemized deductions may also be subject to other limitations generally applicable to itemized deductions under the Code. In addition, miscellaneous itemized deductions may not be deducted for purposes of computing the alternative minimum tax. Consequently, in the case of Uranium sold to pay expenses, an individual Shareholder may have to include the income from the sale without having the benefit of an offsetting deduction.

U.S. Tax-Exempt Shareholders

U.S. Tax-Exempt Shareholders should be subject to U.S. federal income tax on their investment only to the extent of any “unrelated business taxable income” (“UBTI”) attributable to their investment. Unless they incur debt in order to purchase or carry Shares, it is expected that U.S. Tax-Exempt Shareholders should not realize UBTI in respect of income or gains from the Shares. U.S. Tax-Exempt Shareholders are encouraged to consult their tax advisers regarding the U.S. federal income tax consequences of holding Shares in light of their particular circumstances.

Taxation of Non-U.S. Shareholders

A Non-U.S. Shareholder generally will not be subject to U.S. federal income tax with respect to gain recognized upon the sale or other disposition of Shares, or upon the sale of Uranium by the Fund, unless (1) the Non-U.S. Shareholder is an individual and is present in the United States for 183 days or more during the taxable year of the sale or other disposition, and the gain is treated as being from sources within the United States; or (2) the gain is effectively connected with the conduct by the Non-U.S. Shareholder of a trade or business in the United States and certain other conditions are met.

United States Information Reporting and Backup Withholding

The Trustee will file certain information returns with the IRS in connection with the Fund and will provide reporting information to Shareholders as required under IRS regulations.

A U.S. Shareholder may be subject to United States backup withholding tax in certain circumstances unless it provides its taxpayer identification number and complies with certain certification procedures. Non-U.S. Shareholders may have to comply with certification procedures to establish that they are not a United States person in order to avoid the information reporting and backup withholding tax requirements. Backup withholding is not an additional tax. The amount of any backup withholding will be allowed as a credit against a Shareholder’s U.S. federal income tax liability and may entitle such a Shareholder to a refund, provided that the required information is furnished to the IRS.

Taxation in Jurisdictions Other Than the United States

Investors based in jurisdictions other than the United States are advised to consult their tax advisers regarding the tax consequences of an investment in Shares under the laws of such other jurisdictions and, in particular on the application of any value added tax, consumption tax or transfer tax to an investment in Shares.

LEGAL MATTERS

Sidley Austin llp has advised the Managing Owner in connection with the Shares being offered hereby. Sidley Austin llp also advises the Managing Owner with respect to its responsibilities as managing owner of, and with respect to matters relating to, the Fund. Sidley Austin llp has prepared the section “Certain Federal Income Tax Considerations” and the discussion under “Employee Retirement Income Security Act of 1974, as amended” with respect to ERISA. Sidley Austin llp has not represented, nor will it represent, the Fund or the Shareholders in matters relating to the Fund and no other counsel has been engaged to act on their behalf. Certain opinions of counsel will be filed with the SEC as exhibits to the Registration Statement of which this Prospectus is a part.

Richards, Layton & Finger, P.A., special Delaware counsel to the Fund has advised the Fund in connection with the legality of the Shares being offered hereby.

Certain legal matters will be passed on for the Underwriters by [Firm name], [City, State].

EXPERTS

[____], an independent public accounting firm, acts as the auditor for the Fund. [____] also acts as auditor for the Managing Owner and certain affiliates.

REPORTS TO SHAREHOLDERS

The Managing Owner will furnish you with an annual report of the Fund within 90 calendar days after the end of the Fund’s fiscal year as required by the rules and regulations of the SEC including, but not limited to, an annual audited financial statement certified by independent registered public accountants and any other reports required by any other governmental authority that has jurisdiction over the activities of the Fund. You also will be provided with appropriate information to permit you to file your United States federal and state income tax returns (on a timely basis) with respect to your Shares. Quarterly account statements are posted on the Managing Owner’s website at www.dbfunds.db.com. Additional reports may be posted on the Managing Owner’s website in the discretion of the Managing Owner or as required by applicable regulatory authorities.

The Managing Owner will notify Shareholders of any change in the fees paid by the Fund or of any material changes to the Fund by filing with the SEC a supplement to this Prospectus and a Form 8-K, which will be publicly available at www.sec.gov and at the Managing Owner’s website at www.dbfunds.db.com. Any such notification will include a description of Shareholders’ voting rights.

ADDITIONAL INFORMATION

This Prospectus constitutes part of the Registration Statement filed by the Fund with the SEC in Washington, D.C. This Prospectus does not contain all of the information set forth in such Registration Statement, certain portions of which have been omitted pursuant to the rules and regulations of the SEC, including, without limitation, certain exhibits thereto (for example, the forms of the various agreements). The descriptions contained herein of agreements included as exhibits to the Registration Statement are necessarily summaries; the exhibits themselves may be inspected without charge at the public reference facilities maintained by the SEC in Washington, D.C., and copies of all or part thereof may be obtained from the Commission upon payment of the prescribed fees. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of such site is http://www.sec.gov.

The Managing Owner collects non-public information about you from the following sources: (i) information received from you on applications or other forms; and (ii) information about your transactions with the Managing Owner and others. The Managing Owner does not disclose any non-public personal information about you to anyone, other than as set forth below, as permitted by applicable law and regulation. The Managing Owner may disclose non-public personal information about you to the funds in which you invest. The Managing Owner may disclose non-public personal information about you to non-affiliated companies that work with the Managing Owner to service your account(s), or to provide services or process transactions that you have requested. The Managing Owner may disclose non-public personal information about you to parties representing you, such as your investment representative, your accountant, your tax adviser, or to other third parties at your direction/consent. If you decide to close your account(s) or become an inactive customer, the Managing Owner will adhere to the privacy policies and practices as described in this notice. The Managing Owner restricts access to your personal and account information to those employees who need to know that information to provide products and services to you. The Managing Owner maintains appropriate physical, electronic and procedural safeguards to guard your non-public personal information.

INDEX TO FINANCIAL STATEMENTS

Page

DB-New York Nuclear Uranium Fund

Report of Independent Registered Public Accounting Firm dated [______]*

Statement of Financial Condition [______]*

Statement of Cash Flows*

Notes to Statement of Financial Condition*

* To be furnished by amendment.

Report of Independent Registered Public Accounting Firm*

The Unitholder

DB-New York Nuclear Uranium Fund:

*To be furnished by amendment.

DB-NEW YORK NUCLEAR URANIUM FUND

(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)

Form of Statement of Financial Condition*

[_____]

*To be furnished by amendment.

DB-NEW YORK NUCLEAR URANIUM FUND HAS NOT COMMENCED OPERATIONS AND, CONSEQUENTLY, HAS NO ASSETS OR LIABILITIES.

DB-NEW YORK NUCLEAR URANIUM FUND HAS NOT COMMENCED TRADING AND DOES NOT HAVE A PERFORMANCE HISTORY.

DB-NEW YORK NUCLEAR URANIUM FUND

(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)

Form of Statement of Cash Flows*

[_____]

*To be furnished by amendment.

DB-NEW YORK NUCLEAR URANIUM FUND HAS NOT COMMENCED OPERATIONS AND, CONSEQUENTLY, HAS NO ASSETS OR LIABILITIES.

DB-NEW YORK NUCLEAR URANIUM FUND HAS NOT COMMENCED TRADING AND DOES NOT HAVE A PERFORMANCE HISTORY.

DB-NEW YORK NUCLEAR URANIUM FUND

(An Indirect Wholly Owned Subsidiary of Deutsche Bank AG)

Notes to Statement of Financial Condition*

[_____]

*To be furnished by amendment.

DB-NEW YORK NUCLEAR URANIUM FUND HAS NOT COMMENCED OPERATIONS AND, CONSEQUENTLY, HAS NO ASSETS OR LIABILITIES.

DB-NEW YORK NUCLEAR URANIUM FUND HAS NOT COMMENCED TRADING AND DOES NOT HAVE A PERFORMANCE HISTORY.

EXHIBIT A

PRIVACY NOTICE

The importance of protecting the investors’ privacy is recognized by DB-New York Nuclear Uranium Fund (the “Fund”) and DB Commodity Services LLC (the “Managing Owner”). The Fund and the Managing Owner protect personal information they collect about you by maintaining physical, electronic and procedural safeguards to maintain the confidentiality and security of such information.

Categories Of Information Collected. In the normal course of business, the Fund and the Managing Owner may collect the following types of information concerning investors in the Fund who are natural persons:

• Information provided in the Participant Agreements and other forms (including name, address, social security number, income and other financial-related information); and

• Data about investor transactions (such as the types of investments the investors have made and their account status).

How the Collected Information is Used. Any and all nonpublic personal information received by the Fund or the Managing Owner with respect to the investors who are natural persons, including the information provided to the Fund by such an investor in the Participant Agreement, will not be shared with nonaffiliated third parties which are not service providers to the Fund or the Managing Owner without prior notice to such investors. Such service providers include but are not limited to the Selling Agents, administrators, auditors and the legal advisers of the Fund. Additionally, the Fund and/or the Managing Owner may disclose such nonpublic personal information as required by applicable laws, statutes, rules and regulations of any government, governmental agency or self-regulatory organization or a court order. The same privacy policy will also apply to the Shareholders who have fully redeemed.

For questions about the privacy policy, please contact the Fund.

EXHIBIT B

GLOSSARY

The following is a glossary of certain terms used in this document:

concentrate	The product resulting from the milling of uranium ore, typically containing 80 – 90% U3O8, which is also referred to as "yellowcake". It is usually measured in terms of pounds of contained U3O8 or kilograms of contained U.

depleted uranium tails	Uranium where the U235 content is below the naturally occurring 0.711% as the result of the enrichment process.

enrichment	An isotopic separation process that increases the portion of the U235 isotope in relation to U238 in natural uranium. In addition to the enriched uranium, this process also produces uranium depleted in U235. Enrichment is accomplished in the United States through a process called gaseous diffusion.

enrichment tails assay	A measure of the amount of fissile uranium (U235) remaining in the waste stream from the uranium enrichment process. The natural uranium “feed” that enters the enrichment process generally contains 0.711% (by weight) U235. The “product stream” contains enriched uranium (more than 0.711% U235) and the “waste” or “tails” stream contains depleted uranium (less than 0.711 percent U235).

ﬁssile	Capable of capturing a slow (thermal) neutron and undergoing nuclear ﬁssion. U235 is fissile uranium and U238 is non-fissile uranium.

ﬁssion	the physical reaction of splitting atoms in a chain reaction forming the basis for nuclear energy generation

HEU or highly enriched uranium	any form of uranium with a U235 concentration of 20% or higher

HSE	the UK Health and Safety Executive

Identified Resource	Identified Resources are composed of both Reasonably Assured Resources (RAR) and Inferred Resources.

Inferred Resources	Inferred Resources refers to uranium, in addition to RAR, that is inferred to occur based on direct geological evidence, in extensions of well-explored deposits or in deposits in which geological continuity has been established but where specific data, including measurements of the deposits, and knowledge of the deposit’s characteristics are considered to be inadequate to classify the resource as RAR.

isotope	different forms of atoms of the same element

kgU	Kilograms of uranium which is equal to pounds of U3O8 multiplied by 2.59978.

Kyoto Protocol	an international agreement designed to limit global greenhouse gas emissions made under the United Nations Framework Convention on

	Climate Change (UNFCCC)

long term price	The price for product sold or purchased under contract for multiple deliveries beginning after one year.

megawatts	1000 kilowatts.

Mixed Oxide Fuel (MOX)	MOX is the abbreviation for a fuel for nuclear power plants that consists of a mixture of uranium oxide and plutonium oxide.

natural uranium	Uranium whose isotopic composition, as it occurs in nature (approximately 0.711% U235), has not been altered.

NPT	the 1970 Treaty on the Non-proliferation of Nuclear Weapons

plutonium	a by-product of nuclear ﬁssion in reactors which can be recovered from spent fuel and recycled

pound or lb	one pound avoir dupois

Reasonably Assured Resources (RAR)	RAR refers to uranium that occurs in known mineral deposits of delineated size, grade and configuration such that the quantities which could be recovered within the given production cost ranges with currently proven mining and processing technology, can be specified. Estimates of tonnage and grade are based on specific sample data and measurements of the deposits and on knowledge of deposit characteristics. RARs have a high assurance of existence.
Production Centers	A Production Center, as referred to in the 2007 Red Book, is a production unit consisting of one or more ore processing plants, one or more associated mines and the uranium resources that are tributary to them. For the purpose of describing Production Centers, they have been divided into four classes, as follows: Existing Production Centers are those that currently exist in the operational condition and include those plants which are closed down but which could be readily brought back into operation. Committed Production Centers are those that are either under construction or are firmly committed for construction. Planned Production Centers are those for which feasibility studies are either completed or under way, but for which construction commitments have not yet been made. This class also includes those plants that are closed which would require substantial expenditures to bring them back into operation. Prospective Production Centers are those that could be supported by tributary RAR and Inferred Resources, i.e. “Identified Resources”, but for which construction plans have not yet been made.

recycling	the re-use of valuable products which arise from the processing of nuclear materials

reprocessed uranium	uranium which has been recovered from the reprocessing of spent nuclear fuel

spot price	The price for product sold or purchased for delivery within one year.

storage facility	the operator of a facility licensed to receive, store and transform Uranium into another chemical form suitable for subsequent processing

Separative Work Unit (SWU)	This is a complex unit which is a function of the amount of uranium processed and the degree to which it is enriched (i.e., the extent of increase in the concentration of the U235 isotope relative to the remainder). The unit is strictly: Kilogram Separative Work Unit, and it measures the quantity of separative work (indicative of energy used in enrichment) when feed and product quantities are expressed in kilograms.

Tails UF6	the depleted product stream from the Uranium enrichment process

U235	the only naturally occurring isotope of uranium which is capable of ﬁssion and is present in approximately 0.711% by weight in natural uranium.

U3O8	triuranium octoxide

UF6	uranium hexaﬂuoride, a compound of uranium produced during the conversion process, which is a gas above 56 degrees Celsius and thus suitable for use in the enrichment process to manufacture fuel for nuclear reactors

Uranium	U3O8 having a content of the isotope U235 of 0.711 weight per cent that is in accordance with the standard speciﬁcations of the relevant storage facility in force at the time of Admission and that has been accepted by the said storage facility for processing without application of surcharges
yellowcake	The name often used for concentrates produced from the product resulting from the milling of uranium ore.

PART II

Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution.

The following expenses reflect the estimated amounts required to prepare and file this Registration Statement.

	Approximate Amount
Securities and Exchange Commission Registration Fee	$	39,300
Financial Industry Regulatory Authority Filing Fee		75,500
Printing Expenses		75,000
Fees of Certified Public Accountants		20,000
Fees of Counsel		1,000,000
Total	$	1,209,800

____________________

Item 14. Indemnification of Directors and Officers.

Section 4.7 of the Amended and Restated Declaration of Trust and Trust Agreement of the Fund filed as exhibits to this Registration Statement and, as amended from time-to-time, provides for the indemnification of the Managing Owner. The Managing Owner (including Covered Persons as provided under the Amended and Restated Declaration of Trust and Trust Agreement) shall be indemnified by the Fund against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Fund provided that (i) the Managing Owner was acting on behalf of or performing services for the Fund and has determined, in good faith, that such course of conduct was in the best interests of the Fund and such liability or loss was not the result of negligence, misconduct, or a breach of the Amended and Restated Declaration of Trust and Trust Agreement on the part of the Managing Owner and (ii) any such indemnification will only be recoverable from the Trust Estate (as such term is defined in the Amended and Restated Declaration of Trust and Trust Agreement). All rights to indemnification permitted therein and payment of associated expenses shall not be affected by the dissolution or other cessation to exist of the Managing Owner, or the withdrawal, adjudication of bankruptcy or insolvency of the Managing Owner, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the U.S. Code by or against the Managing Owner. The source of payments made in respect of indemnification under the Amended and Restated Declaration of Trust and Trust Agreement shall be from assets of the Fund.

Item 15. Recent Sales of Unregistered Securities.

None.

Item 16. Exhibits and Financial Statement Schedules.

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

(a) Exhibits. The following exhibits are filed herewith:

Exhibit

Number Description of Document

1.1 Form of Underwriting Agreement*

1.2 Form of Selling Agent Agreement*

4.1 Declaration of Trust and Trust Agreement of the Registrant

4.2 Amended and Restated Declaration of Trust and Trust Agreement of the Registrant*

4.3 Form of Participant Agreement*

4.4 Form of Privacy Notice (annexed to the Prospectus as Exhibit A)

5.1 Opinion of Richards, Layton & Finger as to legality*

8.1 Opinion of Sidley Austin llp as to income tax matters*

10.1 Form of Uranium Escrow Agreement*

10.2 Form of Uranium Account Administrator and Uranium Broker Agreement*

10.3 Form of Uranium Account Agreement with Storage Facility One*

10.4 Form of Fund Administration and Accounting Agreement*

10.5 Form of Global Custody Agreement*

10.6 Form of Transfer Agency and Service Agreement*

10.7 Form of Calculation Agent Agreement*

10.8 Form of UraniumOnLine Access Agreement*

10.9 Form of Distribution Services Agreement*

23.1 Consent of Sidley Austin llp is included as part of Registration Statement*

23.2 Consent of Richards, Layton & Finger is included as part of Exhibit 5.1*

23.3 Consent of Sidley Austin llp as tax counsel is included as part of Registration Statement*

23.4 Consent of [_______], Independent Registered Public Accounting Firm, is included as part of Registration Statement*

______________________

* To be filed by amendment.

(b) The following financial statements are included in the Prospectus:

DB-New York Nuclear Uranium Fund

(i) Report of Independent Registered Public Accounting Firm dated [ ], 2008*

(ii) Statement of Financial Condition dated [ ], 2008*

(iii) Statement of Cash Flows dated [ ], 2008*

(iv) Notes to Statement of Financial Condition*

______________________

* To be filed by amendment.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, That:

(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S–8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S–3 or Form F–3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by an director, officer or controlling person of the registrant in the successful defense of any such action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Managing Owner of the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on the 7th day of November, 2008.

DB-New York Nuclear Uranium Fund

By: DB Commodity Services LLC,

its Managing Owner

By: /s/ Kevin Rich

Name: Kevin Rich

Title: Managing Director and Chief Executive Officer

By: /s/Michael Gilligan

Name: Michael Gilligan

Title: Principal Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons on behalf of the Managing Owner of the Registrant in the capacities and on the date indicated.

DB Commodity Services LLC, Managing Owner Of Registrant
/s/ Kevin Rich Name: Kevin Rich	Managing Director and Chief Executive Officer (Principal Executive Officer)	November 7, 2008
/s/ Michael Gilligan Name: Michael Gilligan	Principal Financial Officer	November 7, 2008
/s/ Martin Kremenstein Name: Martin Kremenstein	Chief Operating Officer, Chief Investment Officer and Vice President	November 7, 2008

(Being principal executive officer, the principal financial and accounting officer and all of the managers of the Board of Managers of DB Commodity Services LLC)

DB Commodity Services LLC, Managing Owner Of Registrant and Co-Registrant
/s/ Kevin Rich Name: Kevin Rich	Managing Director and Chief Executive Officer (Principal Executive Officer)	November 7, 2008
/s/ Michael Gilligan Name: Michael Gilligan	Principal Financial Officer	November 7, 2008
/s/ Martin Kremenstein Name: Martin Kremenstein	Chief Operating Officer, Chief Investment Officer and Vice President	November 7, 2008
/s/ Hans Ephraimson Name: Hans Ephraimson		November 7, 2008

Delaware (State of Organization)	6799 (Primary Standard Industrial Classification Number)	32-0216094
		(I.R.S. Employer Identification Number)

c/o DB Commodity Services LLC 60 Wall Street New York, New York 10005 (212) 250-5883		Kevin Rich c/o DB Commodity Services LLC 60 Wall Street New York, New York 10005 (212) 250-5883
(Address, including zip code, and telephone number including area code, of registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

Large accelerated filer o				Accelerated filer o
Non-accelerated filer (Do not check if a smaller reporting company) x				Smaller reporting company o
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Proposed Maximum Aggregate Offering Price(2),(3)		Amount of Registration Fee
Common Units of Beneficial Interest	40,000,000	$25.00	$1,000,000,000		$39,300

	Per Share	Total(2)
Public Offering Price	$25.00	$100,000,000
Underwriting Discounts and Commissions	$0.50	$2,000,000
Proceeds, before expenses, to the Fund(1)	$24.50	$98,000,000

SUMMARY OF PRINCIPAL TERMS	5
ORGANIZATION CHART	25
RISK FACTORS	26
Risks Relating to Arrangements with the Uranium Account Administrator, the Managing Owner and the Storage Facilities	26
Risks Relating to the Fund’s Business	28
Risks Relating to the Structure of the Fund	32
Regulatory Risks Relating to the Fund	33
DB-NEW YORK NUCLEAR URANIUM FUND	35
The Fund	35
Shares to be Listed on the NYSE Arca	35
Purpose	35
The Offering	36
Purchases and Sales in the Secondary Market, on the NYSE Arca	37
Pricing Information Available on the NYSE Arca and Other Sources	37
Use of Proceeds	38
THE URANIUM MARKET	39
Uranium	39
Uranium Uses	39
The Nuclear Fuel Cycle	39
Demand	40
Supply	41
Primary Production	41
Secondary Sources	42
Uranium from Nuclear Disarmament	42
Trade Actions Against Russian Origin Uranium	42
The Uranium Market and Prices	43
Supply Deficit	44
GOVERNMENT REGULATION	44
MANAGEMENT OF THE FUND AND DESCRIPTION OF THE SHARES; CERTAIN MATERIAL TERMS OF THE TRUST DECLARATION	48
Description of the Shares	49
Principal Office; Location of Records	49
The Trustee	49
The Managing Owner	50
Fiduciary and Regulatory Duties of the Managing Owner	51
Management; Voting by Shareholders	52
Recognition of the Fund in Certain States	53
Possible Repayment of Distributions Received by Shareholders; Indemnification by Shareholders	53
Shares Freely Transferable	53
Reports to Shareholders	53
Book-Entry Form	54
Termination Events	54
Liability and Indemnification under the Trust Declaration	54

The Fund	DB-New York Nuclear Uranium Fund, a Delaware statutory trust that was formed on October 1, 2007.

Shares to be Listed on the NYSE Arca	The Shares of the Fund are expected to be listed on the NYSE Arca, Inc., or the NYSE Arca, under the symbol “NUK”. Secondary market purchases and sales of Shares are subject to ordinary brokerage commissions and charges.

The Offering	The Fund initially is offering 4,000,000 Shares at $25.00 per share through a group of underwriters led by [__________]. Until the completion of this offering, no Shares will be outstanding. The offering price of $25.00 per Share was determined on an arbitrary basis by the Managing Owner. The Fund has granted the Underwriters an option to purchase up to [___] additional Shares to cover orders in excess of 4,000,000 Shares. You must purchase at least [___] Shares ($[___]) in this offering. See “Underwriting.” After the initial offering, the Fund will offer Shares on a continuous basis in blocks of 200,000 Shares, or a Basket, through the Selling Agent (as defined below) to certain eligible financial institutions, called Authorized Participants, acting on behalf of certain eligible purchasers, called Authorized Creators, at Net Asset Value per Basket, calculated in accordance with the Blended Financial Value Index, or the BFV Index, generally as of the opening of business on the first Business Day of each calendar quarter or on such other days as the Managing Owner, in its sole discretion, may allow, or a Subscription Date. For purposes of processing both creation and redemption orders, a Business Day means any day other than a day (1) when the NYSE Arca is closed for regular trading or, (2) if the order requires the transfer, or the confirmation of transfer of title of Qualifying Uranium (as defined below) in New York or in the country where the applicable Storage Facility (as defined below) is located, (A) when banks are authorized to close in New York or in the country where the applicable Storage Facility is located or (B) when banks in New York and in the country where the applicable Storage Facility is located are not open for a full business day and the transaction requires the execution or completion of procedures which cannot be executed or

	____________________________ Copies to:
	Michael J. Schmidtberger, Esq. James C. Munsell, Esq. Sidley Austin llp 787 Seventh Avenue New York, New York 10019

THE SECURITIES DEPOSITORY; BOOK-ENTRY-ONLY SYSTEM; GLOBAL SECURITY	55
SHARE SPLITS	56
THE ADMINISTRATOR, BNY CUSTODIAN AND TRANSFER AGENT	56
THE URANIUM ACCOUNT ADMINISTRATOR	57
THE URANIUM BROKER	57
THE CALCULATION AGENT	58
THE SELLING AGENT	58
ALPS DISTRIBUTORS, INC.	59
FEES AND EXPENSES	59
Management Fee	59
Initial Organization and Offering Expenses and Ordinary Ongoing Expenses	59
Administration Fee	60
Uranium Account Administrator Fee	60
Storage Facility Fees	61
Brokerage Fees and Commissions	61
Creation and Redemption Charges	61
WHO MAY SUBSCRIBE	61
CREATION AND REDEMPTION OF SHARES	61
Creation Procedures	63
Redemption Procedures	65
Creation and Redemption Transaction Fee	67
Tax Responsibility	67
CONFLICTS OF INTEREST	67
CERTAIN REGULATORY MATTERS	69
Securities Act of 1933 and Securities Exchange Act of 1934	69
Investment Advisers Act of 1940	69
Investment Company Act of 1940	69
Commodity Exchange Act	69
Atomic Energy Act of 1954	69
Federal Deposit Insurance Corporation	69
Money Laundering Prevention	70
Employee Retirement Income Security Act of 1974, as Amended	70
UNDERWRITING	71
PLAN OF DISTRIBUTION DURING CONTINUOUS OFFERING PERIOD	73
Likelihood of Becoming a Statutory Underwriter	74
General	74
CALCULATION OF NET ASSET VALUE AND VALUATION	75
MATERIAL CONTRACTS	78
Underwriting Agreement	78

	determine if they want to purchase in the secondary market via the NYSE Arca. The intra-day indicative value per Share of the Fund is based on the prior day’s final net asset value, adjusted four times per minute throughout the day to reflect the continuous price changes of the BFV Index to provide a continuously updated estimated net asset value per Share. Retail investors may purchase and sell Shares through traditional brokerage accounts. Purchases or sales of Shares may be subject to customary brokerage commissions. Investors are encouraged to review the terms of their brokerage accounts for applicable charges.

Pricing Information Available on the NYSE Arca and Other Sources	The following table lists additional NYSE Arca symbols and their meanings with respect to the Fund and the BFV Index:

NUKIV	Indicative intra-day value per Share of the Fund.
NUKNV	End of day net asset value of the Fund.
[_____]	Intra-day and BFV Index closing level as of close of NYSE Arca from the prior day.

	submitted five Business Days prior to the applicable Subscription Date or Redemption Date. The first Creation Date is expected to be [_____] and the first Redemption Date is expected to be [_____].
	An Authorized Creator will be able, through an Authorized Participant, to create one or more Creation Baskets. In order to create one or more Creation Baskets, an Authorized Participant, on behalf of an Authorized Creator, will coordinate with the Managing Owner and NYNCO, the transfer to the Fund from the Authorized Creator of title to Qualifying Uranium and a cash payment based on the aggregate net asset value of the number of Shares included in the Creation Baskets being created as determined on the applicable Subscription Date, divided by the price per pound of Uranium, as determined in accordance with the BFV Index on the Subscription Date. Although the Managing Owner will use commercially reasonable efforts to accommodate an Authorized Creator’s request to use a particular Storage Facility for a creation transaction, the Managing Owner, in its sole discretion, will determine which Storage Facility will process a request for Creation Baskets in order to permit the Managing Owner to manage the Fund’s Uranium inventory.
	An Authorized Redeemer will be able, through an Authorized Participant, to redeem one or more Redemption Baskets. In order to redeem one or more Redemption Baskets, an Authorized Participant, on behalf of an Authorized Redeemer, will coordinate with the Managing Owner and NYNCO, the transfer to the Authorized Redeemer from the Fund of title to Qualifying Uranium and a cash redemption amount, if any, based on the aggregate net asset value of the number of Shares included in the Redemption Baskets being redeemed, as determined on the applicable Redemption Date, divided by the price per pound of Uranium, as determined in accordance with the BFV Index on the Redemption Date. Although the Managing Owner will use commercially reasonable efforts to accommodate an Authorized Redeemer’s request to use a particular Storage Facility for a redemption transaction, the Managing Owner, in its sole discretion, will determine which Storage Facility will process a request for Redemption Baskets in order to permit the Managing Owner to manage the Fund’s Uranium inventory.
	Authorized Participants are the only persons that may place orders to create and redeem Baskets. Authorized Participants may place orders to create or redeem Baskets only on behalf of Authorized Creators and Authorized Redeemers. Authorized Participants must be (1) registered broker-dealers or other securities market participants, such as banks and other financial institutions, which are not required to register as broker-dealers to engage in securities transactions, and (2) direct participants in DTC. To become an Authorized Participant, a person must enter into a Participant Agreement with the Managing Owner and the Fund. The Participant Agreement sets out the procedures for the creation and redemption of Baskets and for the delivery of title to the Qualifying Uranium and any cash required for such creations and redemptions. An order to create or redeem a Basket must

	identify the Authorized Creator(s) or Authorized Redeemer(s) for whom the Authorized Participant is acting. The Managing Owner may delegate its duties and obligations under the Participant Agreement to ALPS Distributors or the Administrator without consent from any Shareholder or Authorized Participant. The Participant Agreement and the related procedures attached thereto may be amended by the Managing Owner, without the consent of any Shareholder or Authorized Participant. Authorized Participants will pay to the Selling Agent a transaction fee of up to 3% of the net asset value of the Shares created or redeemed for each order they place to create or redeem one or more Baskets. Authorized Participants who, on behalf of Authorized Creators, make deposits (i.e., arrange for transfer of title of Qualifying Uranium) with the Fund in exchange for Baskets and/or cash, if any, will receive no fees, commissions or other form of compensation or inducement of any kind from either the Managing Owner or the Fund, and no such person has any obligation or responsibility to the Managing Owner or the Fund to effect any sale or resale of Shares.
	See “Creation and Redemption of Shares” for additional information.
	Authorized Participants are cautioned that some of their activities will result in their being deemed participants in a distribution in a manner which would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act, as described in “Plan of Distribution During Continuous Offering Period.”
Distributions	The Managing Owner does not expect the Fund to pay distributions, although it reserves the right to do so.

Risks; Conflicts of Interest	An investment in Shares is speculative and involves a high degree of risk. The summary risk factors set forth below are intended merely to highlight certain risks of the Fund. The Fund has particular risks and conflicts of interest that are set forth elsewhere in this Prospectus.
	• The Fund has no operating history. Therefore, a potential investor has no performance history to serve as a factor for evaluating an investment in the Fund.
	• The Managing Owner was initially formed to be the managing owner of exchange-listed, index-tracking commodity pools that trade commodity and currency futures. The past experience of the Managing Owner managing such vehicles provides no indication of its ability to manage an investment vehicle such as the Fund. If the past experience of the Managing Owner and its principals is not adequate or suitable to manage an investment vehicle such as the Fund, the operations of the Fund may be adversely affected.
	• The services provided by the Uranium Broker, the Uranium Account Administrator and the Calculation Agent are material to the Fund’s daily operations. Both NYNCO (which serves as both the Uranium Broker and the Uranium Account Administrator) and the Calculation Agent are small businesses. Should a key man event occur at either NYNCO and/or the Calculation Agent, the Fund may not be able to continue its daily operations. Because of the specialized nature of the services provided by both NYNCO and the Calculation Agent, it would be very difficult for the Fund to find replacement service providers.
	• Past performance, when available, is not necessarily indicative of future results; all or substantially all of an investment in the Fund could be lost.
	• Because the Uranium market tends to be thin, illiquid and volatile, the Fund may not be able to track accurately the value of Uranium and the trading price of the Shares on the NYSE Arca may not track net asset value per Share.
	• The Fund is subject to the fees and expenses described herein (in addition to the amount of any commissions charged by the investor’s broker in connection with an investor’s purchase of Shares) and will be successful only if significant losses are avoided.
	• The Fund is subject to fees and expenses in the aggregate amount of approximately [__]% per annum as described herein and will be successful

	only if the value of its holdings of Uranium increases by more than the amount of such fees and expenses of approximately [__]% per annum.
	• If a Storage Facility becomes insolvent, the Fund may not be able to recover some or all of its Uranium stored by that Storage Facility. No trust or similar arrangements exist in relation to the Uranium held by the Storage Facilities and the Fund does not have any security interest over the Uranium stored at the Storage Facilities. The Fund’s holding of Uranium will be mixed with Uranium owned by third parties. If a Storage Facility were to become insolvent, there is no assurance that the amount of Uranium stored by such Storage Facility would be sufficient to meet all claims in respect of that Uranium. In those circumstances, the Fund may not be able to recover some or all of its Uranium which is stored by that Storage Facility. Failure to do so would have a material adverse effect on the Fund and in turn on the value of your Shares. There is no assurance that any of the Fund’s Storage Facilities will continue to store Uranium on terms which are commercially acceptable to the Fund. Under the Uranium Account Agreements, storage costs relating to the Fund’s Uranium are paid in full by the Fund. A material increase in the cost of storage of Uranium, or the refusal of any Storage Facility to continue to store Uranium on behalf of the Fund, would have a material adverse effect on the Fund and in turn on the value of your Shares.
	• There can be no assurance that the Fund will achieve profits or avoid losses, significant or otherwise.
	• The BFV Index is calculated to reflect the indicative value of the Fund’s Uranium. The BFV Index is a mathematical construct that is both calculated and based upon certain underlying assumptions. The indicative value of the Fund’s Uranium may become inaccurate if any of the underlying assumptions become false or require refinement. Additionally, the value of the BFV Index is currently based on two public funds that invest in Uranium. Because of this limited scope of the BFV Index, any pricing inaccuracies of either one or both public funds will be reflected in and may alter materially the indicative value of the Fund’s Uranium. In contrast to the BFV Index, which reflects the indicative value of the Fund’s Uranium, the actual purchase and sale price of Uranium is negotiated between the various parties and is therefore an actual price, which may reflect specific market conditions at that point in time. Therefore, due to the illiquidity and the price volatility in the Uranium spot market, the indicative value of the Fund’s Uranium may not be identical to the actual purchase and sale price of Uranium. The BFV Index value of the Fund’s Uranium and the actual purchase and sale price of Uranium may be

	materially different.
	• The Fund is exempt from a number of regulations as disclosed below under “Summary – Regulatory Matters.”
	• Certain potential conflicts of interest exist between the Managing Owner and its affiliates and the Shareholders. For example, because the Managing Owner and the Selling Agent are both indirect wholly-owned subsidiaries of Deutsche Bank AG, the Managing Owner has a disincentive to replace the Selling Agent. The Uranium Broker may have a conflict of interest between its execution of trades for the Fund and for its other customers. More specifically, the Uranium Broker will benefit from executing orders for other clients, whereas the Fund may be harmed to the extent that the Uranium Broker has fewer resources to allocate to the Fund’s accounts due to the existence of such other clients. Proprietary trading by the affiliates of the Managing Owner and the Uranium Broker may create conflicts of interest from time-to-time because such proprietary trades may take a position that is opposite of that of the Fund or may compete with the Fund for certain positions or opportunities in the Uranium market. See “Conflicts of Interest” for a more complete disclosure of various conflicts. Although the Managing Owner has established procedures designed to resolve certain of these conflicts equitably, the Managing Owner has not established formal procedures to resolve all potential conflicts of interest. Consequently, investors may be 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 will not, in fact, result in adverse consequences to the Fund.

Exculpation and Indemnification	Under one or more of the Trust Declaration, the Uranium Account Administrator and Uranium Broker Agreement, the Calculation Agent Agreement, the Uranium Account Agreements, the Administration Agreement, the Selling Agent Agreement, the Participant Agreement(s) and the other material contracts, the Fund exculpates the Trustee, the Managing Owner, the Uranium Account Administrator, the Uranium Broker, the Calculation Agent, the Storage Facilities, the Administrator, the BNY Custodian, the Transfer Agent, the Selling Agent, the Authorized Participant(s) and certain of their affiliates, or collectively the Service Providers, from certain claims, losses and liabilities to which they otherwise may be subject, and also indemnifies them against claims, losses and liabilities that may be incurred by them in the performance of their duties thereunder. While these provisions do not constitute a waiver of rights that may not lawfully be waived by Shareholders, they could operate to make it more difficult for Shareholders to challenge actions taken by the Service Providers and their principals.
Term	Subject to applicable law and its constitutional documents, the Fund will have a perpetual life.
Limitation of Liabilities	You cannot lose more than your investment in the Shares. Shareholders are entitled to limitation on liability equivalent to the limitation on liability enjoyed by stockholders of a Delaware business corporation for profit.
Fiscal Year End	December 31.

Financial Information	The Fund has was formed on October 1, 2007 but has not commenced operations and has no financial history.
Reports to Shareholders	The Managing Owner will furnish you with an annual report of the Fund within 90 calendar days after the end of the Fund’s fiscal year as required by the rules and regulations of the SEC including, but not limited to, an annual audited financial statement certified by independent registered public accountants and any other reports required by any other governmental authority that has jurisdiction over the activities of the Fund. You also will be provided with appropriate information to permit you to file your United States federal and state income tax returns (on a timely basis) with respect to your Shares. Quarterly account statements are posted on the Managing Owner’s website at www.dbfunds.db.com. Additional reports may be posted on the Managing Owner’s website in the discretion of the Managing Owner or as required by applicable regulatory authorities.
	The Managing Owner will notify Shareholders of any change in the fees paid by the Fund or of any material changes to the Fund by filing with the SEC a supplement to this Prospectus and a Form 8-K, which will be publicly available at www.sec.gov and at the Managing Owner’s website at www.dbfunds.db.com. Any such notification will include a description of Shareholders’ voting rights.
Tax Considerations	The Fund will be classified as a “grantor trust” for U.S. federal income tax purposes. The Fund, therefore, will not be subject to U.S. federal income tax. Instead, the Shareholders will be deemed to acquire and hold proportionate interests in the Fund’s assets and will be required to report their proportionate shares of the Fund’s income and deductions on their U.S. federal income tax returns.
Regulatory Matters	The Fund is not an investment company within the meaning of the Investment Company Act of 1940, as amended, and will not be registered as an investment company thereunder. While the Managing Owner is a commodity pool operator that is registered as such with the Commodity Futures Trading Commission, or the CFTC, and is a member of the National Futures Association, the Fund is not a “pool” within the meaning of Rule 4.10(d) under the Commodity Exchange Act, as amended, or the CEA), and the Managing Owner is not required to, and will not, operate the Fund in compliance with the Part 4 regulations of the CFTC under the CEA. The Managing Owner is not registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940. Pursuant to the Atomic Energy Act of 1954 and the regulations of the Nuclear Regulatory Commission, or the NRC, the Fund will only undertake activities, including the receipt of title to Uranium as contemplated in this Prospectus, that are authorized pursuant to a general license granted under operation of the NRC’s regulations and will not engage in activities involving physical

	possession or use of Uranium.
	The Shares are not deposits or other obligations of the Managing Owner, the Trustee or any of their respective subsidiaries or affiliates or any other bank, are not guaranteed by the Managing Owner, the Trustee or any of their respective subsidiaries or affiliates or any other bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
ERISA Considerations	Investment in the Fund is generally open to institutions, including pension and other funds subject to the Employee Retirement Income Security Act of 1974, as amended, or ERISA, or Section 4975 of the Code. The Managing Owner believes that the Shares will qualify as “publicly-offered securities,” as defined in applicable regulations issued under ERISA, because the Shares will be appropriately registered, will be “freely transferable,” within the meaning of such regulations, and will be held by more than 100 investors independent of the Fund and of each other. (See discussion under “Employee Retirement Income Security Act of 1974, as Amended”). As a result, the assets of the Fund are not expected to be deemed to be “plan assets” under ERISA or Section 4975 of the Code.
Cautionary Note Regarding Forward-Looking Statements	This Prospectus includes forward-looking statements that reflect the Managing Owner’s current expectations about the future results, performance, prospects and opportunities of the Fund. The Managing Owner has tried to identify these forward-looking statements by using words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “should,” “estimate” or the negative of those terms or similar expressions. These forward-looking statements are based on information currently available to the Managing Owner and are subject to a number of risks, uncertainties and other factors, both known, such as those described in “Risk Factors” in this Summary and elsewhere in this Prospectus, and unknown, that could cause the actual results, performance, prospects or opportunities of the Fund to differ materially from those expressed in, or implied by, these forward-looking statements.
	You should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, 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 Prospectus, as a result of new information, future events or changed circumstances or for any other reason after the date of this Prospectus.
	THE SHARES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.

	Company	Percentage

	Cameco Corporation	19

	Rio Tinto	17

	Areva	15

	Kazatomprom	12

	Per Share	Without Option	With Option
Public offering price	$25.00	$	$
Underwriting discount	$0.75	$	$
Proceeds, before expenses, to the Fund	$24.25	$	$