Exhibit 3.2
AGREEMENT OF LIMITED
PARTNERSHIP
OF
UNITED STATES BRENT OIL FUND,
LP
This Agreement of Limited Partnership of United
States Brent Oil Fund, LP is entered into on September 2, 2009
(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
Brent 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:
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General
Partner:
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United States
Commodity Funds LLC
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1320 Harbor Bay
Parkway, Suite 145
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Alameda, CA
94502
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Organizational Limited Partner:
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Wainwright
Holdings, Inc.
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103 Foulk Road,
Suite 200
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Wilmington, DE
19803
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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 A
