The Unicorn Macro Fund, LP is a Private Placement §9.1 with less than 100 investors and as such is exempt from registering as an investment company because of Section 3(c)(1) of the Investment Company Act of 1940. Under the Investment Act, all “investment companies” are required to register with the Securities Exchange Commission (“SEC”) unless the “investment company” qualifies for an exemption from the registration provisions. Section 3(c)(1) of the Investment Act provides an exemption for, “Any issuer whose outstanding securities (other than short-term paper) are beneficially owned by not more than one hundred persons and which is not making and does not presently propose to make a public offering of its securities.”