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EXHIBIT 3.2
AGREEMENT OF LIMITED PARTNERSHIP
OF
UNITED STATES GASOLINE FUND, LP
This Agreement of Limited Partnership of United
States Gasoline 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 Gasoline 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
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