AGREEMENT OF LIMITED PARTNERSHIP OF UNITED STATES GASOLINE FUND, LP
EXHIBIT
3.2
AGREEMENT
OF LIMITED PARTNERSHIP
OF
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
▇▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
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
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Organizational
Limited Partner:
▇▇▇▇▇▇▇▇▇▇
Holdings, Inc.
▇▇▇
▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
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,
however,
the
Partnership shall not be dissolved or required to be wound up upon an event
of
the withdrawal of a general partner described in the immediately preceding
clause (b) if (i) at the time of such event of withdrawal, there is at least
one
(1) other general partner of the Partnership who carries on the business of
the
Partnership (any remaining general partner being hereby authorized to carry
on
the business of the Partnership), or (ii) within ninety (90) days after the
occurrence of such event of withdrawal, all remaining partners agree in writing
to continue the business of the Partnership and to the appointment, effective
as
of the date of the event of withdrawal, of one (1) or more additional general
partners of the Partnership.
8. Capital
Contributions.
The
partners of the Partnership shall contribute the following amounts, in cash,
and
no other property, to the Partnership within 30 days following the date
hereof:
General
Partner:
Victoria
Bay Asset Management,
LLC
$
20.00
Organizational
Limited Partner:
▇▇▇▇▇▇▇▇▇▇
Holdings,
Inc.
$
980.00
9. Additional
Contributions:
No
partner of the Partnership is required to make any additional capital
contribution to the Partnership.
10. Allocation
of Profits and Losses.
The
Partnership’s profits and losses shall be allocated 2% to the General Partner
and 98% to the Organizational Limited Partner.
11. Distributions.
Distributions shall be made to the partners of the Partnership at the times
and
in the aggregate amounts determined by the General Partner. Such distributions
shall be allocated among the partners of the Partnership in the same proportion
as their then capital account balances.
12. Assignments.
(a) The
Organizational Limited Partner may assign all or any part of its partnership
interest in the Partnership and may withdraw from the Partnership only with
the
consent of the General Partner.
(b) The
General Partner may assign all or any part of its partnership interest in the
Partnership and may withdraw from the Partnership without the consent of the
Organizational Limited Partner.
13. Withdrawal.
Except
to the extent set forth in Section 12, no right is given to any partner of
the
Partnership to withdraw from the Partnership.
14. Admission
of Partners.
(a) The
Organizational Limited Partner is admitted as a limited partner of the
Partnership, upon execution and delivery of a counterpart of this
Agreement.
(b) The
General Partner is admitted as a general partner of the Partnership, upon
execution and delivery of a counterpart of this Agreement.
(c) One
or
more additional or substitute limited partners of the Partnership may be
admitted to the Partnership with only the consent of the General
Partner.
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(d) One
or
more additional or substitute general partners of the Partnership may be
admitted to the Partnership with only the consent of the General
Partner.
15. Liability
of Organizational Limited Partner.
The
Organizational Limited Partner shall not have any liability for the obligations
or liabilities of the Partnership except to the extent required by the
Act.
16. Governing
Law.
This
Agreement and all rights and remedies hereunder shall be governed by, and
construed under, the laws of the State of Delaware, without regard to any laws
that might otherwise govern under applicable principles of conflict of
laws.
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IN
WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have
duly executed this Agreement of Limited Partnership on this 12th
day of
April, 2007.
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GENERAL
PARTNER:
Victoria Bay Asset Management, LLC
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| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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| President | ||
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ORGANIZATIONAL
LIMITED PARTNER:
▇▇▇▇▇▇▇▇▇▇ Holdings, Inc.
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| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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President
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