0001144204-07-035628 Sample Contracts

UNITED STATES 12 MONTH NATURAL GAS FUND, LP FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
United States 12 Month Natural Gas Fund, LP • July 6th, 2007 • Delaware

This Amended and Restated Agreement of Limited Partnership (this “Agreement”) executed on [_____________], is entered into by and among Victoria Bay Asset Management, LLC, a Delaware limited liability company, as General Partner, Wainwright Holdings, Inc., a Delaware corporation, as the Organizational Limited Partner, and [Initial Authorized Purchaser,] as a Limited Partner, together with any Persons who shall hereafter be admitted as Partners in accordance with this Agreement.

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AGREEMENT OF LIMITED PARTNERSHIP OF UNITED STATES 12 MONTH NATURAL GAS FUND, LP
United States 12 Month Natural Gas Fund, LP • July 6th, 2007 • Delaware

This Agreement of Limited Partnership of United States 12 Month Natural Gas Fund, LP is entered into on June 26, 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”).

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