Investor Subscription Incubation Period
The following is a summary of certain information about the Partnership and investment in limited partner interests. This summary is not intended to be complete and is qualified in its entirety by the terms of the Limited Partnership Agreement (“LPA”) and the Private Placement Memorandum (“PPM”). The LPA and PPM are available from the General Partner upon the request of any potential, accredited investors and should be reviewed carefully before making any investment decision. To the extent that the terms set forth below are inconsistent with those of the LPA and PPM, the Limited Partnership Agreement and Private Placement Memorandum shall control.
The Partnership: Unicorn Pairs Fund, LP, a Delaware limited Partnership (the “Partnership”) operates under the strict guidance of SEC Rule 506(c) of Regulation D.
Incubation Period: The Unicorn Macro Fund, LP will be in the Incubation Period from its launch until the time it has obtained all the licenses and registrations required by the Security Exchange Commission (SEC), the Commodity Futures Trading Commission (CFTC) and the National Futures Association (NFA). During this period, The Partnership will not charge either management or performance fees, and will operate under the exemptions provided by all the regulatory agencies. For the life of the Partnership, neither Management Fees nor Performance Fees will be charged on the amount of investment made during the incubation period.
Investment Objectives: The Unicorn Macro Fund, LP investment objectives are to maximize return on investment for the Partners through capital appreciation by trading the Fund’s Methodology; by limiting risk and volatility through proprietary risk and money management; by not charging any fees and by not diluting Partner’s profits with additional capital from new or existing partners.
Partnership Capital: The partnership is seeking $400,000 of Capital Commitments (“commitments”) from verified Accredited Investors for the incubation period.
Minimum Commitment: The minimum Commitment for a Limited Partner is $25,000 for the incubation period.
Lockup Period:: No “lock-up” period. Withdrawals may be made once a month and will be available within five (5) business days of an approval of Money Transfer, barring Market Disruptions and acts of God.
General Partner: Unicorn Capital Partner, LLC, (the “General Partner”) will be the sole general partner of the Partnership.
Investor Qualification Standards: Each Limited Partner must be an “Accredited Investor” as defined in the Rule 506 (c) of Regulation D and must meet certain other financial and suitability criteria established by the General Partner. The relevant qualifications are set forth fully in the “Limited Partnership Agreement”, which must be completed by each prospective investor. The General Partner reserves the right to reject any subscription in its sole discretion.
Term: The term of the Partnership shall continue until the Partnership is dissolved in accordance with the Fund Agreement. Under the Fund Agreement, the Fund may be terminated at the election of the General Partner.
Distribution: The Partnership does not expect to make any distributions to Limited Partners from profits or capital, except pursuant to requests for withdrawals and upon Redemption.
Termination of the Fund: Upon the termination of the Partnership, the assets of the Partnership will be liquidated and the proceeds of liquidation will be used to pay off known liabilities and expenses of liquidation and to establish reserves for contingent liabilities. Any remaining balance will be applied and distributed in proportion to the respective capital accounts of the Partners.
Fees: The Partnership will not charge fees on any investment made during the Incubation Period.
Expenses: The General Partner shall be responsible for all expenses relating to the Fund’s operations except for commissions directly related to the purchase and sale of securities. The General Partner shall be responsible for all expenses relating to counsel and accountants, any insurance, indemnity or litigation expenses, all costs of the Partnership’s administration, including preparation of its financial statements and reports to Limited Partners, costs of holding any meetings of Partners, and any taxes, fees or other governmental charges levied against the Partnership. In addition, the General Partner shall be responsible for all fees and expenses due any legal, financial, accounting, consulting, or other advisors or any lenders, investment banks and other financing sources in connection with transactions which are not consummated (“Broken-Deal Expenses”). At last, the General Partner shall be responsible for all of their day-to-day operating expenses, including office overhead and compensation of employees.
Transferability of Interests: No Limited Partner may assign or transfer its Interest except by the request of law. Due to these limitations on transferability, Limited Partners may be required to hold their Interests indefinitely unless they withdraw from the Fund in accordance with the procedures set forth in the Limited Partnership Agreement.
Withdrawals: There is no “lock-up” period. Withdrawals may be made once a month and will be available within five (5) business days of an approval of Money Transfer, barring Market Disruptions and acts of God. When the AUM of the Limited Partner plus their Escrow Account balance is above $25,000, the Limited Partner may withdraw the difference between that amount and $25,000. If the amount is below $25,000, the only withdrawal allowed is a full Redemption.
Voting Rights and Amendments: Other than as explicitly set forth in the Limited Partnership Agreement, Limited Partners of the Fund have no voting rights as to the Fund or its management. The Fund Agreement may be amended by the General Partner without the consent of the Limited Partners but a notice of the amendments will be made to all the Partners.
Reports: Each Limited Partner will receive the following: an audited annual financial statements of the Fund; copies of filing of Schedule K-1 from the Fund's tax returns; and other reports as determined by the General Partner in its sole discretion, including monthly Net Asset Value calculations provided by a third party, such as the prime broker. The General Partner shall bear all fees incurred in providing such tax returns and reports.
Exculpation and Indemnification: The General Partner will generally be liable to third parties for all obligations of the Fund to the extent such obligations are not paid by the Fund or are not by their terms limited to recourse against specific assets. The General Partner shall not be liable to the Fund or the Limited Partners for any action or inaction in connection with the business of the Fund unless such action or inaction is found to constitute gross negligence or willful misconduct. The Fund (but not the Limited Partners individually) is obligated to indemnify the General Partner and its manager and members from any claim, loss, damage or expense incurred by such persons relating to the business of the Fund, provided that such indemnity will not extend to conduct adjudicated to constitute gross negligence or willful misconduct.

The Fund will indemnify the General Partner loss or liability incurred by it (or them) on behalf of the Fund or in furtherance of the Fund's business so long as it is not the result of gross negligence or willful misconduct by it (or them); provided, that neither the General Partner, its manager, members, and agents will under any circumstances be deemed grossly negligent for good faith errors of judgment where such person or entity was acting in a manner which a reasonably prudent fund manager would have believed to be in the best interest of the Fund. In addition, the Fund may pay the expenses incurred by such persons in defending a civil or criminal action in advance of the final disposition of such action, provided such persons undertake to repay such expenses if they are found, in a formal adjudication, not to be entitled to indemnification.

Tax Considerations: The Fund is a limited partnership and is classified as a partnership for federal income tax purposes and therefore all tax liabilities are passed through to the Partners. The Trading Methodology followed by the Unicorn Pairs Fund, LP results in asset holding periods of less than one year. The holding period begins the day the asset is bought and extends up to and including the day the asset is sold. Profits earned on an asset held less than one year are considered short term capital gains for tax purposes and are taxed at the same rate as ordinary income.

Tax-exempt investors are generally exempt from federal income tax except to the extent of their “unrelated business taxable income” [“UBTI”]. Certain types of income, commonly referred to as “passive income,” are excluded from UBTI. I.R.C. § 512(b). Based on the Fund’s Trading methodology, short sales will be incurred. In accordance with the Rev. Rul. 95-8 and the UDFI rules of Section 514. In PLR 201434024, short sale does not result “unrelated debt financed income” [“UDFI”]; therefore, it does not incur UBTI. The only situation that Tax-Exempt Investors are not excluded from the “UBTI” is when the Fund employs leverage. Investors should carefully review the discussion in Section [7] [“Tax Considerations.”] of “Private Placement Memorandum”.

ERISA: It is the intention of the Fund to have less than 25% of the assets under management (“AUM”) subject to ERISA.

Under ERISA, the Fund is subject to additional requirements and obligations once more than 25 percent of the fund’s assets under management (“AUM”) are subject to ERISA. The 25 percent threshold is calculated each time there is a change in ownership of equity interest of the Fund. The denominator of this calculation should exclude controlling equity interest of the fund. Therefore, only limited partner's’ capital is used in the calculation and certain limited partners’ capital under the control of the general partner would also be excluded. Under the Pension Protection Act of 2006 (“PPA”), only ERISA Plans and IRAs count towards the determination of the 25 percent threshold. Foreign plans and government plans are excluded from the numerator of this calculation but are included in the denominator.

The above is a summary of certain information about the Partnership and investment in limited partner interests. This summary is not intended to be complete and is qualified in its entirety by the terms of the Limited Partnership Agreement (“LPA”) and the Private Placement Memorandum (“PPM”). The LPA and PPM are available from the General Partner upon the request of any potential, accredited investors and should be reviewed carefully before making any investment decision. To the extent that the terms set forth below are inconsistent with those of the LPA and PPM, the Limited Partnership Agreement and Private Placement Memorandum shall control.