Partnership Agreement - Free Download
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Partnership Agreement
Skywalk Capital
(An Investment Club)
This AGREEMENT of PARTNERSHIP, effective as of 05/29/2008, by and between the undersigned,
to wit:
NOW, THEREFORE IT IS AGREED:
1. FORMATION OF THE PARTNERSHIP: The undersigned hereby form a Limited
Liability Company in, and in accordance with and subject to the laws of the State of
Iowa.
2. NAME OF THE PARTNERSHIP: The legal name of the partnership shall be Skywalk
Capital Investment Club.
3. INITIAL REGISTERED OFFICE AND AGENT. The address of the initial
registered office is 1062 57
th
Street Des Moines, IA 50311. The name of the initial
registered agent at this address is Chris Davis.
4. PRINCIPAL OFFICE ADDRESS. The address of the principal office is 1062 57
th
Street Des
Moines, IA 50311.
5. TERM: The Partnership shall begin on 05/01/2008 and shall continue until December
31 of the same year and thereafter from year to year unless earlier terminated as
hereinafter provided.
6. PURPOSE: The only purpose of the partnership is to invest the assets of the
partnership for the education and benefit of the partners.
7. MEETINGS: Periodic meetings shall be held as determined by the Partnership.
8. CAPITAL CONTRIBUTIONS: The partners may make capital contributions to the
Partnership on the date of each periodic meeting in such amounts as the Partnership
shall determine. The partnership will have received a capital contribution only once the
contribution has been physically deposited into the partnership's bank or brokerage
account, and that deposit has been accepted by the bank or broker.
9. VALUATION: The current value of the assets of the Partnership, less the current
value of the liabilities of the Partnership, (hereinafter referred to as the "value of the
Partnership") shall be determined as of a regularly scheduled date and time ("valuation
date") preceding the date of each periodic meeting determined by the Club. The value
of the Partnership will be allocated pro-rata on the basis of units of participation
outstanding.
10. CAPITAL ACCOUNTS: A capital account shall be maintained in the name of each
partner. Any increase or decrease in the realized value of the Partnership on any
valuation date shall be credited or debited, respectively, to each partner's capital
account in proportion to each partner’s share of the total investments owned on said
date. Partner’s capital accounts will not be adjusted for unrealized gains or losses. The
term “realized” means closed positions for tax purposes. Any other method of valuating
each partner's capital account may be substituted for this method, provided the
substituted method results in exactly the same valuation as previously provided herein.
Each partner's contribution to, or capital withdrawal from, the Partnership shall be
credited, or debited, respectively, to that partner's capital account.
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