AGREEMENT OF LIMITED
PARTNERSHIP
OF
UNITED STATES SHORT OIL
FUND, LP
This Agreement of Limited Partnership of United
States Short Oil Fund, LP is entered into on June 30, 2008 (this
“ Agreement ”), by and between United States
Commodity Funds LLC, a Delaware limited liability company, as
general partner (the “ General Partner
”), and Wainwright Holdings, Inc., a Delaware corporation, as
limited partner (the “ Organizational Limited Partner
”).
The General Partner and the Organizational
Limited Partner hereby form a limited partnership pursuant to and
in accordance with the Delaware Revised Uniform Limited Partnership
Act (6 Del.C. §17-101 et seq .),
as amended from time to time (the “ Act ”), and
hereby agree as follows:
1. Name .
The name of the limited partnership is United States Short Oil
Fund, LP (the “ Partnership ”).
2. Purpose . The Partnership is formed for the object and
purpose of, and the nature of the business to be conducted and
promoted by the Partnership is, engaging in any lawful act or
activity for which limited partnerships may be formed under the Act
and engaging in any and all activities necessary or incidental to
the foregoing.
3. Registered Office . The registered office of the Partnership in
the State of Delaware is 2711 Centerville Road, Suite 400,
Wilmington, Delaware 19808, County of New Castle.
4. Registered Agent . The name and address of the registered agent
of the Partnership in the State of Delaware is the Corporation
Service Company, 2711 Centerville Road, Suite 400, Wilmington,
Delaware 19808.
5. Partners . The names and the business, residence or
mailing addresses of the General Partner and the Organizational
Limited Partner are as follows:
United States Commodity Funds LLC
1320 Harbor Bay Parkway, Suite 145
Organizational Limited Partner
:
Wainwright Holdings, Inc.
103 Foulk Road, Suite 200
6. Powers . The powers of the General Partner include all
powers, statutory and otherwise, possessed by general partners
under the laws of the State of Delaware. Notwithstanding any other
provisions of this Agreement, the General Partner is authorized to
execute and deliver any document on behalf of the Partnership
without any vote or consent of any other partner.
7. Dissolution . The Partnership shall dissolve, and its
affairs shall be wound up if (a) all of the partners of the
Partnership approve in writing, (b) an event of withdrawal of a
general partner has occurred under the Act, or (c) an entry of a
decree of judicial dissolution has occurred under §
