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Sample Partnership Agreement 2

Sample Partnership Agreement 2
Partnership Agreement
Skywalk Capital
(An Investment Club)
This AGREEMENT of PARTNERSHIP, effective as of 05/29/2008, by and between the
undersigned, to wit:
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
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
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
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.
Sample Partnership Agreement 2