EXHIBIT 3.2
AGREEMENT OF LIMITED PARTNERSHIP
OF
UNITED STATES HEATING OIL FUND, LP
This
Agreement of Limited Partnership of United States Heating Oil
Fund, LP is entered into on April 12, 2007 (this
“
Agreement ”),
by and between Victoria Bay Asset Management, 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 Heating 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:
General Partner :
Victoria
Bay Asset Management, LLC
1320
Harbor Bay Parkway, Suite 145
Alameda,
CA 94502
Organizational Limited Partner :
Wainwright
Holdings, Inc.
103
Foulk Road, Suite 200
Wilmington,
DE 19803
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 § 17-802 of the Act;
provided ,
ho
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