PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

PRELIMINARY OFFERING CIRCULAR

SUBJECT TO COMPLETION DATED MAY 8, 2018

Minimum Offering: 1,500,000 Units

Maximum Offering: 3,000,000 Units

UC ASSET LP

Common Units

$2.00 per unit

This is our initial public offering. We are offering a minimum of 1,500,000 and a maximum of 3,000,000 common units representing limited partner interests at a price of $2.00 per unit. The minimum investment is 2,500 common units, or $5,000 based on the per unit price.

Our common units represent limited partner interests. See “Securities Being Offered” beginning on page 23. Potential investors are urged to consult their tax advisor regarding the tax consequences to them, in light of their particular circumstances, of acquiring, holding and disposing of our common units.

Prior to this offering, there has been no public market for our common units. We intend to apply to the OTCQX or OTCQB for trading of our common units. To be quoted on the OTCQX or OTCQB, a market maker must be willing to quote our common units. As of the date of this Offering Circular, we have not made any arrangement with any market makers to quote our common units.

We intend to offer and sell the common units through the efforts of the member of majority interest of our general partner, UCF Asset LLC, acting on our behalf. We also will use contract employees in China under the supervision of our general partner to assist with administrative aspects of this offering. We do not intend to use underwriters or broker-dealers to offer or sell common units in this offering.

The offering will terminate upon the earlier of: (i) a date determined by our general partner after the minimum number of common units is sold, or (ii)       , 2018, which is 90 days after the qualification of the offering statement of which this Offering Statement forms a part. If we do not sell the minimum number of common units by                 , 2018, all funds will be promptly returned to investors without interest or deduction. The proceeds of this offering will not be placed into an escrow account.

(1)     We will reimburse our general partner for offering expenses, which we estimate will be $200,000 including legal, accounting, printer, contract employees, and other offering costs. See “Expenses” beginning on page 10 for additional information on the expenses we will incur in this offering.

Some of our Risk Factors include:

See “Risk Factors” beginning on page 3 for a more comprehensive discussion of risks to consider before purchasing our common units.

This offering is being conducted pursuant to an exemption from registration under Regulation A of the Securities Act of 1933, as amended. The disclosure we are providing you herein contains the information required by the Offering Circular format described in Part II of an offering statement on Form 1-A under Regulation A.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Our partnership is managed by our general partner under the terms of our partnership’s Limited Partnership Agreement. Our and our general partner’s principal executive office is located at 2299 Perimeter Park Drive, Suite 120, Atlanta, Georgia 30341 and our phone number is (470) 475-1035. Our website is www.ucasset.com.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

The date of this Offering Circular is         , 2018.

TABLE OF CONTENTS

Until                , 2018 (90 days after qualification of the offering statement of which this Offering Circular forms a part), all dealers that buy, sell or trade our common units, whether or not participating in this offering, may be required to deliver a copy Offering Circular subject to the provisions of Rule 251(d)(2)(ii) under Regulation A.

IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR

Please carefully read the information in this document and any accompanying supplement, which we refer to collectively as the Offering Circular. You should rely only on the information contained in this Offering Circular and in any “testing the waters” materials prepared by or on behalf of us and delivered or made available to you. Neither we nor any person acting on our behalf have authorized anyone to provide you with additional or different information. We are offering to sell, and seeking offers to buy, common units only in jurisdictions where offers and sales are permitted. The information contained in this Offering Circular or any “testing the waters” materials is accurate only as of its date, regardless of its time of delivery or of any sale of our common units. Our business, financial condition, operating results, and prospects may have changed since that date.

As used in this Offering Circular, references to “we,” “us,” “our,” or the “partnership” refer to UC Asset LP and references to “general partner” refer to UCF Asset LLC, the general partner of UC Asset LP.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular contains forward-looking statements. All statements other than statements of historical facts contained in this Offering Circular, including statements regarding our future results of operations and financial position, business strategy, and likelihood of success and other plans and objectives of management for future operations, and future results of current and anticipated products are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “aim,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Offering Circular are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Offering Circular and are subject to a number of risks, uncertainties and assumptions described under the sections in this Offering Circular titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Offering Circular. Forward-looking statements are subject to inherent risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, new risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties that we may face. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

RISK FACTORS

Investing in our common units involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Offering Circular before deciding whether to invest in our common units. The occurrence of any of the events or developments described below could harm our financial condition, results of operations, business, and prospects. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may harm our business, financial conditions, result of operations, and prospects.

General Risks Related to our Partnership

We have a limited operating history.

We were formed in February 2016 and have a limited operating history. As a result, there is only a limited period on which to base an assumption that our business operations will prove to be successful. Our future operating results will depend on many factors, including our ability to raise adequate working capital, availability of properties for investment, and our ability to develop and redevelop properties.

We are significantly dependent on our general partner and its managing member and member of majority interest.

Our business plan is significantly dependent upon the abilities and continued participation of Gregory C. Bankston and “Larry” Xianghong Wu, the managing member and member of majority interest respectively of our general partner. It would be difficult to replace either of them at this stage of our partnership. The loss by or unavailability of their services would have an adverse effect on our business, operations, and prospects. There can be no assurance that we would be able to locate or employ personnel to replace Mr. Bankston or Mr. Wu should their services be discontinued. In the event that we are unable to locate or employ personnel to replace either of them, we may be required to cease pursuing our business, which could result in a loss on your investment.

Our general partner has broad discretion to manage our partnership and you will have limited ability to exercise control over the direction of our partnership.

UCF Asset LLC, our general partner, has the power to make operational decisions without input by the limited partners. Such decisions may pertain to the scope of development, the selection of personnel, and whether to enter into material transactions with related parties. You will be unable to evaluate the economic merit of property investments before we make them and will be entirely relying on the ability of UCF Asset LLC, our general partner, to select our investments. Our general partner will have broad discretion in developing or redeveloping properties, and may not have the opportunity in advance to review which properties have been acquired, redeveloped, or sold.

You will have limited control over changes in our policies and operations, which increases the uncertainty and risks you face as a limited partner.

Our general partner determines our major policies, including our policies regarding financing, growth and debt capitalization. Our general partner may amend or revise these and other policies without a vote of the limited partners. Our general partner’s broad discretion in setting policies and our limited partners’ inability to exert control over those policies increases the uncertainty and risks you face as a limited partner.

Our ability to make distributions to our limited partners is subject to fluctuations in our financial performance, operating results and capital improvement requirements.

We do not currently have an established policy on paying distribution to our limited partners. In the event of downturns in our operating results, unanticipated capital improvements to our properties, or other factors, we may be unable to declare or pay distributions. The timing and amount of distributions are the sole discretion of our general partner who will consider, among other factors, our financial performance, any debt service obligations, and our taxable income and capital expenditure requirements. We cannot assure you that we will generate sufficient cash in order to fund distributions.

The failure of our properties to appreciate in value would most likely preclude our limited partners from realizing a return on their ownership.

There is no assurance that our real estate investments will appreciate in value or will ever be sold at a profit. The marketability and value of the properties will depend upon many factors beyond the control of our management. There is no assurance that there will be a ready market for the properties, since investments in real property are generally non-liquid. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any property for the price or on the terms set by it, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property.

Risks Related to our Operations

Real estate investments are illiquid.

Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties or investments in our portfolio in response to changing economic, financial and investment conditions may be limited. In particular, these risks could arise from weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located. We may be unable to realize our investment objectives by sale, other disposition or refinance at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy.

The profitability of acquisitions and redevelopment is uncertain.

We intend to acquire properties selectively. Acquisition of properties entails risks that investments will fail to perform in accordance with expectations. In undertaking these acquisitions, we will incur certain risks, including the expenditure of funds on, and the devotion of management’s time to, transactions that may not come to fruition. Additional risks inherent in acquisitions include risks that the estimates of the costs of improvements to develop or redevelop a property or the prospects for sale of a property may prove inaccurate.

Our properties may not be diversified.

Our properties currently are centered in the Atlanta and Dallas metropolitan areas. Our potential profitability and our ability to diversify our investments may be limited, both geographically and by type of properties purchased. Our properties may not be well diversified and their economic performance could be affected by changes in local economic conditions. Our performance is therefore linked to economic conditions in the regions in which we will acquire properties and in the market for real estate generally. Therefore, to the extent that there are adverse economic conditions in the regions in which our properties are located and in the market for real estate, such conditions could result in a reduction of our income and cash to return capital and thus affect the amount of distributions we can make to you.

We may not have control over costs arising from redevelopment of properties.

We intend to retain general contractors to perform the actual physical redevelopment on our properties. As a result, we will be subject to risks in connection with a contractor’s ability to control costs, the timing of completion of redevelopment, and a contractor’s ability to build in conformity with plans and specification.

Inventory or available properties might not be sufficient to achieve our investment goals.

We may not be successful in identifying suitable properties that meet our acquisition criteria, or in consummating acquisitions or investments on satisfactory terms. Failures in identifying or consummating acquisitions would impair the pursuit of our business plan. Limited partners may not approve of the location, redevelopment plans, or other relevant economic and financial data of any properties that we may acquire in the future.

Our request to rezone the Farmersville property to residential use may not be approved or may be delayed, which will significantly affect our investment strategy.

The Farmersville property is currently zoned for commercial use. Rezoning the property to residential use requires the submission of a formal application to the City of Farmersville. We have not yet started the formal application, which may take a considerable amount of time to process. If our application is not approved or is delayed, we may be unable to develop the Farmersville property or develop it within our expected budget or timeframe.

The consideration paid for our target acquisition may exceed fair market value, which may harm our financial condition and operating results.

The consideration that we pay for a property will be based upon numerous factors, and the acquisition may be purchased in a negotiated transaction rather than through a competitive bidding process. We cannot assure anyone that the purchase price that we pay for an acquisition of a property or its appraised value will be a fair price, that we will be able to generate an acceptable return on such acquisition, or that the location or other relevant economic and financial data of any properties that we acquire will meet acceptable risk profiles.

We may not make a profit if we sell a property.

The prices that we can obtain when we determine to sell a property will depend on many factors that are presently unknown, including the operating history, tax treatment of real estate investments, demographic trends in the area, and available financing. We may not realize any significant appreciation on our investment in a property.

We might obtain lines of credit and other borrowings, which increases our risk of loss due to potential foreclosure.

We may obtain lines of credit or other financing that may be secured by our properties. As with any liability, there is a risk that we may be unable to repay our obligations from the sale of our assets. Therefore, when borrowing and securing such borrowing with our assets, we risk losing such assets in the event we are unable to repay such obligations or meet such demands.

We may suffer losses that are not covered by insurance.

The geographic areas in which we acquire and own properties may be at risk for damage to property due to certain weather-related and environmental events, including such things as severe thunderstorms, hurricanes, flooding, and tornadoes. To the extent possible, the general partner may but is not required to attempt to acquire insurance against fire or environmental hazards. However, such insurance may not be available in all areas, nor are all hazards insurable. In addition, an insurance company may deny coverage for certain claims or determine that the value of the claim is less than the cost to restore the property, resulting in further losses in income to our partnership.

Investment Company Risks

Investors will not receive the benefit of the regulations provided to real estate investment trusts or investment companies.

We are not a real estate investment trust and enjoy a broader range of permissible activities. Under the Investment Company Act of 1940 (referred to as the “1940 Act”), an “investment company” is defined as an issuer which is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities; is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of government securities and cash items) on an unconsolidated basis. We intend to operate in such manner as not to be classified as an “investment company” within the meaning of the 1940 Act as we intend on primarily holding real estate. The management and the investment practices and policies of ours are not supervised or regulated by any federal or state authority. As a result, investors will be exposed to certain risks that would not be present if we were subjected to a more restrictive regulatory situation.

The exemption from the Investment Company Act of 1940 may restrict our operating flexibility.

We do not believe that at any time we will be deemed an “investment company” under the 1940 Act as we do not intend on trading or selling securities. Rather, we intend to hold and manage real estate. However, if at any time we may be deemed an “investment company,” we believe we will be afforded an exemption under Section 3(c)(5)(C) of the 1940 Act. Section 3(c)(5)(C) of the 1940 Act excludes from regulation as an “investment company” any entity that is primarily engaged in the business of purchasing or otherwise acquiring “mortgages and other liens on and interests in real estate”. To qualify for this exemption, we must ensure our asset composition meets certain criteria. Maintaining this exemption may adversely impact our ability to acquire or hold investments, to engage in future business activities that we believe could be profitable, or could require us to dispose of investments that we might prefer to retain. If we are required to register as an “investment company” under the 1940 Act, then the additional expenses and operational requirements associated with such registration may materially and adversely impact our financial condition and results of operations in future periods.

If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted.

If we are ever deemed to be an investment company under the 1940 Act, we may be subject to certain restrictions including:

In addition, we may have imposed upon us certain burdensome requirements, including:

Federal Income Tax Risks

The Internal Revenue Service may challenge our characterization of material tax aspects of your investment in our common units.

You are urged to consult with your own tax advisor with respect to the federal, state, local, and foreign tax considerations of an investment in our partnership. We do not intend to seek any rulings from the Internal Revenue Service regarding any of the tax issues impacting our partnership. Accordingly, we cannot assure you that the tax conclusions discussed in this offering, if contested, would be sustained by the Internal Revenue Service or any court.

You may realize taxable income without cash distributions, and you may have to use funds from other sources to fund tax liabilities.

As a limited partner, you will be required to report your allocable share of our taxable income on your personal income tax return regardless of whether you have received any cash distributions from us. It is possible that your common units will be allocated taxable income in excess of your cash distributions. We cannot assure you that funds will be available for distribution in any year. As a result, you may have to use funds from other sources to pay your tax liability.

You may not be able to benefit from any tax losses that are allocated to your common units.

Common units in our partnership may be allocated their share of tax losses should any arise. Section 469 of the Internal Revenue Code limits the allowance of deductions for losses attributable to passive activities, which are defined generally as activities in which the taxpayer does not materially participate. Any tax losses allocated to investors will be characterized as passive losses, and, accordingly, the deductibility of such losses will be subject to these limitations. Losses from passive activities are generally deductible only to the extent of a taxpayer’s income or gains from passive activities and will not be allowed as an offset against other income, including salary or other compensation for personal services, active business income or “portfolio income”, which includes non-business income derived from dividends, interest, royalties, annuities and gains from the sale of property held for investment. Accordingly, you may receive no benefit from your share of tax losses unless you are concurrently being allocated passive income from other sources.

We may be audited which could subject you to additional tax, interest, and penalties.

Our federal income tax returns may be audited by the Internal Revenue Service. Any audit of our partnership could result in an audit of your tax return. The results of any such audit may require adjustments of items unrelated to your investment, in addition to adjustments to items related to our partnership. In the event of any such audit or adjustments, you might incur attorneys’ fees, court costs, and other expenses in contesting deficiencies asserted by the Internal Revenue Service. You may also be liable for interest on any underpayment and penalties from the date your tax was originally due. The tax treatment of all partnership items will generally be determined at the partnership level in a single proceeding rather than in separate proceedings with each partner, and our general partner is primarily responsible for contesting federal income tax adjustments proposed by the Internal Revenue Service. In such a contest, our general partner may choose to extend the statute of limitations as to all partners and, in certain circumstances, may bind the partners to a settlement with the Internal Revenue Service. Further, our general partner may cause us to take advantage of simplified flow-through reporting of partnership items. If so, adjustments to partnership items would continue to be determined at the partnership level however, and any such adjustments would be accounted for in the year they take effect, rather than in the year to which such adjustments relate. Our general partner will have the discretion in such circumstances either to pass along any such adjustments to the partners or to bear such adjustments at the partnership level.

Legislative or regulatory action could adversely affect investors.

We cannot assure you that legislative, judicial, or administrative changes in the federal income taws will not adversely affect you as a limited partner. Any such changes could have an adverse effect on an investment in our partnership or on the market value or the resale potential of our properties. You are urged to consult with your own tax advisor with respect to the impact of recent legislation on your investment in our partnership and the status of legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our common units.

Risks Related to This Offering and our Common Units

Investors will not have use of funds subscribed during a portion of the offering period.

We cannot assure you that all or any common units will be sold. This offering is being conducted on a best efforts minimum-maximum basis. We have no firm commitment from anyone to purchase all or any of our common units offered. During a portion of the offering period, until a closing or a cancellation occurs, investors will not have use of the funds they have provided to subscribe to the offering.

If you purchase the common units sold in this offering, you will experience immediate and substantial dilution in your investment.

Because the price per unit of our common units being offered is substantially higher than the net tangible book value per unit of our common units, you will experience immediate and substantial dilution with respect to the net tangible book value of the common units you purchase in this offering. Based upon the public offering price of $2.00 per unit and our net tangible book value as of December 31, 2017, if you purchase common units in this offering, you will suffer dilution of between $0.37 and $0.30 per unit depending on the minimum or maximum offering amount achieved. See the “Dilution” section of this Offering Circular for a more detailed discussion of the dilution you will incur. In addition, if in the future we issue additional common units, or securities convertible into or exchangeable or exercisable for common units, our limited partners, including investors who purchase common units in this offering, could experience additional dilution, and any such issuances may result in downward pressure on the value of our common units.

No active market for our common units exists or may develop, and you may not be able to resell your common units at or above the initial public offering price.

Prior to this offering, there has been no public market for our common units. We intend to apply for quoting of our common units on either the OTCQX or OTCQB, but there can no assurance that our common units will be quoted. If no active trading market for our common units develops or is sustained, you may be unable to sell your common units when you wish to sell them or at a price that you consider attractive or satisfactory. The lack of an active market may also adversely affect our ability to raise capital by selling securities in the future, or impair our ability to license or acquire other product candidates, businesses or technologies using our common units as consideration.

An investment in our common units may be illiquid.

Since there currently is no public trading market for our common units, you may never be able to liquidate your investment or otherwise dispose of your units. Our partnership does not currently have a redemption program and there is no assurance that our partnership will ever redeem or “buy back” your common units.

A sale of a substantial number of common units may cause the price of our common units to decline.

If a public trading market develops and if our limited partners sell, or the market perceives that our limited partners intend to sell for various reasons, substantial amounts of our common units in a public market, the market price of our common units could fall. Sales of a substantial number of our common units may make it more difficult for us to sell securities in the future at a time and price that we deem reasonable or appropriate.

Regulatory changes by Chinese government.

We will offer a majority of the units to Chinese citizens who have ready funds in accounts outside of mainland of China (“offshore accounts”) that are not currently subject to any laws and/or regulations mandated by the Chinese government. These offshore accounts may be located in but not limited to the U.S., Canada, United Kingdom, Hong Kong and Macau. If the Chinese government implements new laws and/or regulations to extend its jurisdiction to offshore accounts owned by Chinese citizens, we may be unable to successfully raise capital in this or future offerings.

If relations between the United States and China worsen, investors may be unwilling to hold or buy our common units and the market price of our common units may decrease.

A significant number of our common units are and will be owned by Chinese individuals. At various times during recent years, the U.S. and China have had significant disagreements over political and economic issues. Controversies may arise in the future between these two countries. Any political or trade controversies between the U.S. and China, whether or not directly related to our business, could reduce the price of our common units.

DILUTION

If you invest in our common units in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per unit of our common units and the as adjusted net tangible book value per unit of our common units.

As of December 31, 2017, we had a historical net tangible book value of $7,602,552, or $1.56 per common unit. We calculate our historical net tangible book value per unit by taking total partner’s capital as of December 31, 2017 of $7,602,552, divided by the number of our common units outstanding.

If the minimum 1,500,000 common units is sold in this offering at the initial public offering price of $2.00 per unit, after deducting estimated offering expenses of $200,000 payable by us, our net tangible book value as of December 31, 2017 would have been approximately $10,402,552, or $1.63 per unit. This amount represents an immediate increase in net tangible book value of $0.07 per unit to our existing limited partners, and an immediate dilution in net tangible book value of approximately $0.37 per unit to new investors purchasing common units in this offering.

If the maximum 3,000,000 common units is sold in this offering at the initial public offering price of $2.00 per unit, after deducting estimated offering expenses of $200,000 payable by us, our net tangible book value as of December 31, 2017 would have been approximately $13,402,552, or $1.70 per unit. This amount represents an immediate increase in net tangible book value of $0.14 per unit to our existing limited partners, and an immediate dilution in net tangible book value of approximately $0.30 per unit to new investors purchasing common units in this offering.

Dilution per unit to new investors is determined by subtracting net tangible book value per unit after this offering from the initial public offering price per unit paid by new investors. The following table illustrates this dilution:

PLAN OF DISTRIBUTION

This is our initial public offering. We are offering a minimum of 1,500,000 and a maximum of 3,000,000 common units representing limited partner interests in our partnership.

We intend to offer and sell the common units through the efforts of the member of majority interest of our general partner acting on our behalf. We do not intend to use underwriters or broker-dealers to offer or sell common units in this offering. We are conducting this offering on a “best efforts, minimum-maximum” basis.

We believe that the member of majority interest of our general partner is exempt from registration as a broker-dealer under the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). In particular, the member of majority interest (a) is not subject to a statutory disqualification, (b) will not be compensated in connection with his participation by payment of commissions or other remuneration based either directly or indirectly on transactions in securities, (c) is not an associated person of a broker or dealer, (d) intends to primarily perform substantial duties for or on behalf of our partnership otherwise than in connection with this offering, (e) was not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months, and (f) does not participate in selling and offering of securities for any issuer more than once every 12 months other than for our partnership.

Unless sooner withdrawn or canceled by us, this offering will continue until the earlier of (i) a date after the minimum offering is sold or (ii)          , 2018 (the “Offering Termination Date”), which is 90 days after the qualification of the offering statement of which this Offering Circular forms a part.

Investors seeking to purchase our common units who satisfy the “qualified purchaser” standards as described below should:

By executing the subscription agreement and paying the full purchase price for the subscribed common units, each investor agrees to accept the terms of the subscription agreement and attests that the investor meets the minimum standards of a “qualified purchaser,” and that such subscription does not exceed 10% of the greater of such (natural person) investor’s annual income or net worth.

The minimum offering amount is 1,500,000 common units and we may not accept subscriptions until such time as we have received subscriptions equaling the minimum offering amount. Prior to our achieving the minimum offering amount, subscribers may revoke their subscription by providing us with a written notice requesting such rescission.

Following the date on which the minimum offering amount has been achieved, subscriptions will be binding upon investors and will be accepted or rejected within 30 days after achieving the minimum offering amount. We have until the date that is 90 days after the date of this offering circular to achieve the minimum offering amount.

We will not draw funds from any subscriber until the date we achieve the minimum offering amount or the date your subscription is accepted, whichever is later. If we accept your subscription, we will email you a confirmation.

If the offering is withdrawn or canceled, or if the minimum offering amount is not reached on or prior to the Offering Termination Date, all proceeds will be promptly returned without interest or deduction to the investors.

The proceeds of this offering will not be placed into an escrow account. All subscription funds will be placed in a non-interest bearing account pending our acceptance upon meeting the minimum offering amount or such time as the offering is withdrawn or cancelled prior to or upon the Offering Termination Date.

Our general partner does not intend to purchase common units in this offering. However, if any common units are sold to our general partner or any of our affiliates, such common units will not count toward the minimum offering amount.

We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser.” If any prospective investor’s subscription is rejected, all funds received from such investors will be promptly returned without interest or deduction.

Common units will be offered and sold primarily to Chinese investors who already have offshore accounts outside of the mainland of China, including in the U.S. We will not accept subscriptions from Chinese investors who do not have existing offshore funds. Further, we will not accept funds from offshore accounts if we are unable to verify the owner of the account.

Solicitations for this offering will be done by the member of majority interest of our general partner through his existing personal network in China. We will not utilize any brokers or salespersons in China. Since our partnership does not operate a Chinese office, our partnership will contract with persons in China to assist our general partner with administrative aspects of this offering. These contract employees will be based in China and interact solely with persons in China. The duties of these Chinese contract employees will be to (a) receive and record inquiries from investors and forward them to our general partner, (b) receive, translate, forward documents between investors and our general partner, and (c) verify and confirm information provided by investors. We intend for these Chinese contract employees to operate in accordance with the exemption from registration as a broker-dealer under the provisions of Rule 3a4-1 under the Exchange Act including the conditions of Rule 3a4-1(a)(4)(iii). They will be prohibited from communicating about our securities to anyone who has not been in prior contact with our partnership or our general partner. They also will be prohibited from making any solicitations, representations or warranties on behalf of our partnership or our general partner.

Minimum Purchase Requirements

The minimum investment in our common units is 2,500 common units, or $5,000 based on the per unit price.

Qualified Purchaser

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Pricing Considerations

There is not an established public market for our common units. We determined the offering price of our common units in this offering based upon the assessment of our general partner as well as other considerations, including:

Secondary Trading

Prior to this offering, there has been no public market for our common units. We intend to apply to the OTCQX or OTCQB for trading of our common units. To be quoted on the OTCQX or OTCQB, a market maker must be willing to quote our common units. As of the date of this Offering Circular, we have not made any arrangement with any market makers to quote our common units. An active trading market for our common units may not develop. It is possible that after this offering our common units will not trade in the public market at or above the initial offering price.

Expenses

Investors will not pay upfront selling commissions in connection with the purchase of our common units. We will pay offering expenses, which are expected to be approximately $200,000. These expenses include legal, accounting, printer, contract employees, and other offering costs. In the event the offering is cancelled or terminated, then our general partner will reimburse us for 60% of the offering expenses and our existing limited partners will incur the remaining 40% of the offering expenses through a reduction in their capital. See the “Management Compensation” section of this Offering Circular for a description of additional fees and expenses that we will pay our general partner.

USE OF PROCEEDS

We estimate that the net proceeds from our issuance and sale of common units in this offering will be minimum of $3 million and maximum of $6 million, assuming an offering price of $2.00 per unit, after deducting estimated offering expenses.

We anticipate that we will use the net proceeds of this offering as follows:

Minimum Offering (1,500,000 units)

Maximum Offering (3,000,000 units)

The table below sets forth the estimated proceeds we would derive from this offering, assuming the sale of 50%, 75% and 100% of common units in this offering.

(1)     These expenses include $150,000 in legal costs, $25,000 accounting costs, $5,000 in printer costs, $15,000 in China-based contract employees, and other miscellaneous offering costs.

(2)     We do not intend on paying selling commissions or fees.

(3)     We plan to use proceeds of this offering to develop the Farmersville, Texas property into buildable lots, which include costs to complete land surveys, acquire rezoning and building permits, construct infrastructure, and build one or two model homes.

(4)     We plan to tear down two properties currently in our possession and develop them into higher-end properties.

(5)     We plan to purchase and invest in residential properties in the Atlanta area, and to redevelop the acquired properties.

(6)     Costs associated with marketing and working capital for the next 12 months.

(7)     Costs for accounting and legal fees associated with being a public company for the next 12 months.

This expected use of the net proceeds from this offering represents our intentions based upon our current business plans and financial conditions. As of the date of this Offering Circular, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our general partner will retain broad discretion over the allocation of the net proceeds from this offering. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including bank deposits.

BUSINESS

Overview

UC Asset LP is a limited partnership formed on February 10, 2016 under the laws of the State of Delaware. We invest in real estate for development and redevelopment in the Atlanta and Dallas areas. Our principal office address is 2299 Perimeter Park Drive, Suite 120, Atlanta, GA 30341.

Our partnership is managed by our general partner, UCF Asset LLC under the terms of our partnership’s Limited Partnership Agreement. Except for limited conditions defined in our limited partnership agreement, UCF Asset LLC acting as general partner has authority to exercise full management of our partnership. Limited partners are passive investors and have limited power over our partnership and our general partner.

General Partner

UCF Asset LLC is a limited liability company formed on January 26, 2016 under the law of the State of Georgia. The principal office of our general partner is the same to that of our partnership.

The individuals who, directly or indirectly, own and control our general partner are “Larry” Xianghong Wu with a 90% interest and Gregory Bankston with a 10% interest. Larry Wu is the member of majority interest of our general partner. Gregory Bankston is the managing member of our general partner.

UCF Asset LLC does not conduct any business activities other than management of our partnership.

The general partner may be removed, upon consent of the limited partners representing at least sixty-six and two-thirds percent (66 2/3%) of the outstanding units voting as a single class, where (i) the general partner has been convicted of fraud, embezzlement, or a similar felony by a court of competent jurisdiction in a final judgement, or (ii) the general partner materially and willfully breaches our limited partnership agreement.

The general partner may, at any time, assign all or a portion of its partnership interest to any affiliate and, in the general partner’s sole discretion, admit the affiliate as an additional or substitute general partner.

Our partnership’s investments primarily consist of ownership interests in residential properties for redevelopment in the Atlanta metropolitan area and land for development in the Dallas metropolitan area. We also have a limited number of debt investments.

Residential Investment and Redevelopment in Metropolitan Atlanta

We acquire and redevelop residential real estate properties in the northern area of metropolitan Atlanta, mostly in regions known as Chamblee, Dunwoody, Marietta and Alpharetta. Atlanta is the ninth largest metropolitan area in the United States.

Upon acquisition of a property, we make improvements intended to increase its value before putting it back on the market for sale. Depending on the condition of a property, the improvements may be renovation, remodeling, or a complete tear-down and rebuild of the residential home. Money Magazine in May 2017 reported that the average return on investment (“ROI”) on residential redevelopment projects in Atlanta is approximately 50%. However, an ROI of approximately 50% is not guaranteed, and our operating results may be different than the ROI reported in the May 2017 article. As of December 31, 2017, our partnership had completed and sold eight residential redevelopment projects in the Atlanta metropolitan area. Our return ROI for the eight sold projects ranged from 7.4% to 12.7%, averaging 9.0%, and annualized ROI ranged from 10.8% to 43.1%, averaging 22.8%.

Our properties in metropolitan Atlanta are acquired and owned through our wholly-owned investee Atlanta Landsight LLC, which is a Georgia limited liability company.

As of December 31, 2017, our partnership owned thirteen residential properties. See the “Description of Properties” section in this Offering Circular.

Of these thirteen properties, five have completed redevelopment or are close to complete redevelopment, and are listed for sale or are close to being listed. The total listed price will be approximately $3.4 million, and we project a total net proceeds (projected total sales subtract commissions, fees and other sales expenses) of approximately $3.15 million. We project an aggregate full cost (including all cost of purchase, redevelop, insurance, utilities, taxes and fees that are directly related to the purchase and redevelopment of these properties, but excluding overheads) of approximately $2.95 million on these properties, of which approximately $2.51million have been paid, and approximately $440,000 payable as of December 31, 2017.

Five properties are currently under redevelopment with an aggregate historical cost (including purchase and redevelopment and other direct costs, excluding overheads) of approximately $2.07 million, and an appraised total net value of approximately $2.71 million, by and of December 31, 2017. We project to spend additional $1.24 million on these properties to complete redevelopment. The projected aggregate full cost, thereby, is $ 3.31 million. We project a total listed price of approximately $4.50 million, and project total net proceeds of approximately $4.14 million from selling these properties.

Three properties were recently acquired before December 31, 2017, for an aggregate purchase price of approximately $1.12 million.

The following table shows the projected aggregate costs and projected completion dates for those properties currently under redevelopment or to be redeveloped:

As of December 31, 2017, our property value in Atlanta area is decided by our management utilizing a related party. However, the methods used by the management, as well as the results, have been reviewed and approved by an independent and licensed third party. The third party that reviewed this valuation is Gordon Waters from Virtual Properties Realty.

Renovation

Renovating a property usually includes optimizing spaces, fixing or replacing water, power and HVAC equipment, installing new flooring, upgrading the kitchen and bathrooms, installing new appliances, and/or painting of interior and exterior walls. Renovation can be a relatively low-cost method to improve the value of a property.

The photos below show an example of the exterior, kitchen, and main bathroom one of our recently renovated and then sold properties. The before renovation is on the left and the after renovation is on the right:

Remodeling

A remodeled property may include most renovation described above but also changes to the structure, usually by adding more space and altering floorplans. Remodeling will usually cost more than renovation but less than rebuilding, and its ROI will usually be higher than renovation but lower than rebuilding.

The photos below show an example of one of our remodeled properties that currently is offered for sale. The before remodeling is on the top and the after remodeling is on the bottom:

Rebuilding

If the condition of a property is too deteriorated to be cost-effectively fixed or repaired, it may be a candidate to tear down and rebuild. When choosing properties to rebuild, we prefer those in a neighborhood where other active rebuilding projects have taken place and completed rebuilt properties have been sold.

The photos below show an example of one of our current rebuilding properties. The before tear down is on the left and the after tear down lot is on the right:

Farmland Investment and Development in Metropolitan Dallas

In September 2016, we invested in a 72.53-acre farmland located within the township of Farmersville, Texas, in Collin County in the northeast quadrant of the Dallas metropolitan area. The property was acquired and is held under a Texas limited liability company, UCF Development LLC. Near the time of our acquisition of the property, 24% of UCF Development LLC was sold to an unaffiliated third party. Our partnership owned the remaining 76% of UCF Development LLC.

However, in February 2018, our partnership purchased the remaining 24% of UCF Development LLC in exchange for $200,000 cash. Our partnership now owns 100% of UCF Development LLC.

As of December 31, 2017, the value of our Farmersville, TX property is solely based on the valuation by an independent and licensed third party. The third party that provided this valuation is Daniel K. Godwin from GGE Appraisals.

The acquisition price in September 2016 for the Farmersville property was $805,216. An appraisal report valued the property at $905,000 as of December 14, 2016. The total historical cost to us, including the closing costs and research cost conducted before and after the acquisition, is $842,485.

Our goal is to develop the Farmersville property into a high-end residential community of approximately 40 to 70 high-end residential homes. The Farmersville property is not currently zoned for residential use. Rezoning the property to residential use requires the submission of a formal application to the City of Farmersville. We have not yet started the application process.

The average sales price of the home may range between $400,000 and $800,000, which would represent a total potential market value after development between $25 million and $50 million.

The total development cost for the Farmersville property may range between $15 million to $35 million. We currently lack the capital to fully develop the Farmersville property into a residential community. As a result, in addition to using proceeds from this offering, we plan to engage co-developers to partner with us in developing the Farmersville property.

Debt Investments

We have made a limited number of debt investments in the first year of its formation in high-yield promissory notes or private loans to related parties. As of December 31, 2017, these debt investments consist of the following:

JMR Home Service is unaffiliated with our general partner or its members.

Total debt investments accounted for approximately 0.57% of the net asset value of our partnership as of December 31, 2017.

Employees

Operational services for our partnership are provided by our general partner. In addition to the managing member, our general partner employs two persons on a part-time basis. The member of majority interest of our general partner also contributes his time and services to our general partner. We also utilize the services of contractors and subcontractors in connection with real estate developments.

DESCRIPTION OF PROPERTies

As of December 31, 2017, we had portfolio investments in thirteen properties in the Atlanta area and one in the Dallas area.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this Offering Circular. Some of the information contained in this discussion and analysis or set forth elsewhere in this Offering Circular, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this Offering Circular for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are a limited partnership engaged in the redevelopment and development of real estate properties in metropolitan Atlanta and Dallas. Our general partner is UCF Asset LLC.

Plan of Operations

We were established on February 1, 2016. Our plan is to acquire and redevelop properties in the Atlanta area and to continue our efforts to develop the Farmersville property in the Dallas area. In the future, we also may expand our operation into other metropolitan areas if opportunities arise.

Atlanta Redevelopment Properties

For the eleven months since inception ended December 31, 2016 and the year ended December 31, 2017, residential properties in the Atlanta metropolitan area accounted for 71.2% and 90.2% respectively of all investment properties owned by our partnership based on our valuation. For the eleven months since inception ended December 31, 2016 and the year ended December 31, 2017, net income (both realized and unrealized) gained from our residential redevelopment in the Atlanta metropolitan area accounted for 75.8% and 98.9% respectively of the net income of our partnership.

As of December 31, 2017, our partnership had completed and sold eight residential redevelopment projects in the Atlanta metropolitan area. Our return on investment (“ROI”) for the eight sold projects ranged from 7.4% to 12.7%, averaging 9.0%, and annualized ROI ranged from 10.8% to 43.1%, averaging 22.8%.

Total Investment equals the sum of (i) purchase cost, (ii) engineering and construction cost and (iii) utility, insurance and miscellaneous costs. This value reflects the total investment we use on a specific project.

Two key factors that affect ROI the period length of a project and the leverage used in financing a project. We believe we have been slightly faster than our average competitors in completing a project, but our leverage is much lower than our average competitors. Prior to May 2017, we financed our projects through cash on hand. Since then, we sought out other sources of financing for our projects. The use of leverage to acquire and develop properties would considerably increase our ROI, but also would increase repayment risk.

For our Atlanta subsidiary, we do not plan to use leverage when acquiring properties in the foreseeable future. We plan to use leverage when re-developing our properties and will keep the overall debt-equity ratio to be under 30%.

In October 2017, we obtained construction loans of up to approximately $600,000 and $500,000 for two of our properties respectively.

In addition, from time to time and based on their business consideration, our contractors may advance building costs to cover both labor and material costs for a given project, and then they will invoice us on a periodic basis, usually bi-weekly or monthly, or they will invoice us upon completion of the project. Those advanced cost will be deducted from the value of our property when we determine valuation of a property.

Notwithstanding our ability to utilize financing, we currently expect to maintain a conservative approach by limiting our use of leverage to target an annualized ROI of between 25% and 40% on any project.

In some instances, to facilitate construction, we may advance funds to a builder as part of the redevelopment of a project. The funds typically are used to cover the costs of the builder such as purchasing equipment. During the year ended December 31, 2017, we advanced $100,000 of funds to one builder engaged in redevelopment of one of our properties that was fully repaid in September 2017 with interest of $2,500.

We expect to maintain an inventory of between ten and fifteen properties with our existing capital. Depending on the amount raised in this offering, we anticipate increasing our inventory in Atlanta to a total of approximately twenty properties.

From time to time, we may purchase a property but decide not to redevelop it. The reasons may be based upon a project review, anticipate cost, or lack of capital. As of December 31, 2017, we had acquired and sold two properties without redevelopment, for which the sale price was approximately equal to the acquisition cost.

In the future, we intend to expand beyond single-family homes into residential community development. In particular, we anticipate developing enclaves of small undeveloped land that can be divided into four or more residential lots. Developing residential enclaves will enhance management efficiency and property scalability. Depending on the amount raised in this offering, we intend to invest up to $3 million in the development of one or two of these residential enclaves in the next twelve months.

In the future, we also intend to expand into commercial development. The nature of the developments may include:

We believe that developing commercial properties will generate more consistent cash flow compared to our current model of realizing profit only upon sale of a residential property. Depending on the amount raised in this offering, we intend to invest up to $5 million in the development of commercial properties in the next twelve months.

Farmersville Development Property

For the eleven months since inception ended December 31, 2016 and the year ended December 31, 2017, the Farmersville, Texas property accounted for 25.1% and 9.7% respectively of all assets owned by our partnership. We have not generated income from this property which remains in the development stage.

We acquired this Dallas metropolitan area property in September 2016, at the price of $805,216. An appraisal report valued the property at $905,000 as of December 14, 2016 and the same amount as of August 9, 2017. The Farmersville property is not currently zoned for residential use.

Our goal is to develop the Farmersville property into a high-end residential community of approximately 40 to 70 high-end residential houses. The average sales price of the home may range between $400,000 and $800,000, which would represent a total potential market value after development between $25 million and $50 million.

In February 2018, the partnership purchased the 24% of UCF Development LLC that it did not own in exchange for $200,000 in cash.

The total development cost for the Farmersville property may range between $15 million to $35 million. Because we lack the capital to fully develop the property, we plan to engage co-developers to partner with us in developing the residential community.

We expect to dedicate between $1.5 million and $2.5 million of our capital to this development project. The actual amount will depend on the amount of capital raised in this offering, the extent of co-developer commitment, and other sources of liquidity.

Over the next twelve months, we expect to invest up to $1 million in the Farmersville project to:

Depending on the market response, we may opt to either sell some lots or build houses on the lots. We do not expect to generate sales from the Farmersville project until at least the end of 2018 and then continuing through 2020.

Debt Investments

We have made a limited number of debt investments in high-yield promissory notes or private loans to related parties.

For the eleven months since inception ended December 31, 2016 and the year ended December 31, 2017, debt investments accounted for 3.7% and 0.57% respectively of assets owned by our partnership. For the eleven months since inception ended December 31, 2016 and the year ended December 31, 2017, interest income from our debt investments accounted for less than 1% of the net income of our partnership.

The private loans to related parties consist of :

We do not expect to enter into additional debt investments in the next twelve months.

Operating Results

11-Month Period Ended December 31, 2016

During the eleven months since inception ended December 31, 2016, we invested $4,538,511 into our portfolio investments:

These investments reflect (i) costs of acquisition for properties owned by Atlanta Landsight LLC and UCF Development LLC, and (ii) additional funds we invested in to Atlanta Landsight LLC and UCF Development LLC for ongoing costs of redeveloping and developing their properties. The investments in notes receivable consist of $50,000 loaned to Armonia International LLC and $50,000 loaned to JMR Home Service LLC. We received a return of investment of $1,668,605 from Atlanta Landsight LLC during this period.

Our unrealized gains during this period from our portfolio investments totaled $314,629:

Atlanta Landsight LLC purchased nine properties for renovation and sold four properties during this period. Atlanta Landsight LLC had $110,138 of realized gains and $127,175 of unrealized gains. We recorded this gain as a combined unrealized gain of $237,313 for the period. UCF Development LLC purchased one property and recorded an unrealized gain of $75,566 during this period. In addition, our unrealized gains during this period included accrued but unpaid interest.

Our operational expenses were $85,600 during this period, consisting principally of professional fees and management fees paid to our general partner.

During the eleven months since inception ended December 31, 2016, we recorded a net increase in net assets of $236,529.

Year Ended December 31, 2017

During the year ended December 31, 2017, we invested an additional $5,913,254 into our portfolio investments:

The investment in a note receivable consisted of funds advanced to a builder as part of one of our redevelopment projects. We received an additional return of investment of $873,513 during this period from Atlanta Landsight LLC.

Our unrealized gains during this period from our portfolio investments totaled $873,801:

Atlanta Landsight LLC purchased eleven properties for renovation and sold six properties during this period. Atlanta Landsight LLC had $2,882 of realized loss and $876,395 of unrealized gains. We recorded this gain as a combined unrealized gain of $873,513 for the period. UCF Development LLC had no activity and no unrealized gain or loss during this period. In addition, our unrealized gains during this period included accrued but unpaid interest.

Our operational expenses were $251,871 during this period, consisting principally of professional fees and management fees paid to our general partner.

During the year ended December 31, 2017, we recorded a net increase in net assets of $631,061.

Liquidity and Capital Resources

Since our inception, we have funded our operations primarily through the issuance of limited partner interests to raise capital. Prior to this offering, we have conducted three private placements of limited partner interests in March 2016, October 2016, and April 2017. We have raised a total of $6,900,000 from these placements. As of December 31, 2017, there are 44 limited partners in our partnership.

Our projects typically are financed through cash on hand or loans. A local bank has agreed to provide us with construction loans up to approximately $600,000 and $500,000 on each of two of our properties. As of December 31, 2017, we have not borrowed any amount from this local bank. We believe this local bank will provide additional construction loans for other projects we redevelop in the future.

We believe the net proceeds from this offering, together with our existing cash and cash equivalents, will be sufficient to fund our operating plan through at least the next twelve months. However, our operating plan may change due to many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations. Additional financing may result in dilution to limited partners, imposition of debt covenants and repayment obligations or other restrictions that may affect our business. Further, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.

Cash Flows

The following table shows a summary of cash flows for the periods set forth below:

Net Cash Used in Operating Activities

For the period from inception through December 31, 2016, net cash used in operating activities was primarily the result of $236,529 in net increase in assets and $26,419 in accrued expenses, reduced by $314,629 in net unrealized gains on our investments in Atlanta Landsight LLC and UCF Development LLC.

For the year ended December 31, 2017, net cash used in operating activities was primarily the result of $631,061 in net increase in assets and $14,009 in accrued expenses, reduced by $873,513 in net unrealized gains on our investments in Atlanta Landsight LLC and UCF Development LLC.

Net Cash Used in Investing Activities

For the period from inception through December 31, 2016, net cash used in investing activities was primarily the result of $4.4 million in investments in Atlanta Landsight LLC and UCF Development LLC and $0.1 million in portfolio loans, reduced by $1.7 million in repayments due to those portfolio properties.

For the year ended December 31, 2017, net cash used in investing activities was primarily the result of $5.5 million in investments in Atlanta Landsight LLC and UCF Development LLC and $0.1 million in portfolio loans, reduced by $1.9 million in repayments due to those portfolio properties and $0.15 repayment of portfolio loans.

Net Cash Provided by Financing Activities

For the period from inception through December 31, 2016, net cash provided by financing activities was primarily due to aggregate gross proceeds of $4.25 million in contributions by limited partners in private placements in March and October 2016.

For the year ended December 31, 2017, net cash provided by financing activities was primarily due to gross proceeds of $2.6 million in contributions by limited partners in a private placement in April 2017.

Commitments and Contingencies

We pay quarterly management fees to our general partner, UCF Asset LLC. Management fees are calculated at 2.0% of assets under management as of the last day of our preceding fiscal year. Management fees for the periods ended December 31, 2016 and 2017 was $65,000 and $142,731, respectively.

In addition, we lease space from an unaffiliated third party at 2299 Perimeter Park Drive, Suite 120 in Atlanta. Rent was paid monthly at $1,889 through November 1, 2017, and increased to $1,976.22 for the next twelve months, and then will increase to $2,035 for the next twelve months until November 1, 2019. Pursuant to the terms of the lease, we have provided a deposit of $2,189 to the lessor.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The operation of our partnership is managed by our general partner. We do not have any directors, officers, or significant employees. The following are key members of our general partner and their respective ages and positions as of December 31, 2017. As the member of majority interest of our general partner, Dr. Wu contributes his time and services to our general partner as an owner rather than an employee.

Mr. Gregory Bankston has served as managing member of UCF Asset LLC since its formation in January 2016. Between 2013 and 2016, he founded and operated Real Estate Butlers. Prior to then, he was a co-owner of Bankston Brokers, formerly known as Bankston Realty, since 2010. Mr. Bankston is a member of Atlanta Board of Realtors, the Georgia Association of Realtors, and the National Association of Realtors.

Dr. “Larry” Xianghong Wu has been the member of majority interest of UCF Asset LLC since its formation in January 2016. Between 2012 and 2016, he was the founder and chief executive officer of Shanghai Heqing Asset Management LP, a limited partnership based in Shanghai, China, focused on Chinese investments in the U.S., particularly real estate. Between 2011 and 2012, he was chief executive officer of EHE Capital, a Chinese PE fund managing a portfolio of approximately $1 billion from 2011. Prior to then, he worked at Cisco Systems, Inc. between 2009 and 2011 as a vice president in charge of Cisco’s strategic business transformation in China. Dr. Wu has served as policy advisor and counselor to the Chinse government and officials. He also served as a Board Member of Finance and Investment of the Capital Club in China from 2009 to 2013. 

The general partner may be removed, upon consent of the limited partners representing at least sixty-six and two-thirds percent (66 2/3%) of the outstanding units voting as a single class, where (i) the general partner has been convicted of fraud, embezzlement, or a similar felony by a court of competent jurisdiction in a final judgment, or (ii) the general partner materially and willfully breaches our limited partnership agreement.

The general partner may, at any time, assign all or a portion of its partnership interest to any affiliate and, in the general partner’s sole discretion, admit the affiliate as an additional or substitute general partner.

MANAGEMENT COMPENSATION

The operation of our partnership is managed by our general partner, UCF Asset LLC. Our partnership does not have any directors or officers who receive compensation.

We pay management fees quarterly to our general partner. Management fees are calculated at 2.0% of assets under management as of the last day of our preceding fiscal year. The fee is paid quarterly. Management fees for the periods ended December 31, 2016 and 2017 was $65,000 and $142,731, respectively.

In addition to the management fee, we reimburse the general partner for standard expenses of managing our partnership in accordance with our limited partnership agreement. These reimbursable expenses include: organizational expenses; fees for accountants, attorneys, auditors, and other professionals; expenses associated with partnership taxation reporting; operational expenses including insurance, valuation reports, and real estate brokerage commissions; and government filing fees and costs.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

No person to our knowledge beneficially owns more than 10% of our common units. Neither the managing member nor the member of majority interest of our general partner beneficially owns any of our common units.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

On April 1, 2017, we loaned $50,000 to Armonia International LLC, an entity wholly-owned by Larry Wu, the member of majority interest of our general partner. Armonia International is not engaged in the property development business and has no relationship with our partnership. The loan bears interest at the rate of 3% quarterly for the initial three month period and 2% quarterly thereafter. Armonia repaid this loan in full on December 19, 2017.

We utilize the real estate brokerage services of Liz Bankston of Bankston Brokers to acquire and sell properties in the Atlanta area. Mrs. Bankston is the wife of Gregory Bankston, the managing member of our general partner. In 2016, we paid Mrs. Bankston approximately $118,000 as commissions for acting as broker in connection with twelve real estate transactions and we paid her approximately $120,000 in 2017 for real estate brokerage services. We believe the commissions are paid at or less than a standard market rate.

Except as noted immediately above and other than fees and expenses we have paid and will pay to our general partner as described in the “Management Compensation” section of this Offering Circular, there are no transactions or currently proposed transactions since our inception to which we were or will be a participant and the amount involved exceeded or will exceed the lesser of $120,000 or 1% of our total assets, and in which any member of our general partner or 10% beneficial owner, promoter (or immediate family member of the foregoing persons) of our partnership had or will have a direct or indirect material interest.

FIDUCIARY RESPONSIBILITIES OF THE GENERAL PARTNER

A general partner is accountable to a limited partnership as a fiduciary and consequently must execute good faith and integrity in handling partnership affairs. Investors with questions concerning the duties of a general partner should consult with their counsel.

The general partner and its affiliates, or their respective members, partners, officers, directors, employees, shareholders, agents, and managers may not be liable to our partnership or limited partners or errors in judgment or other acts or omissions not amounting to willful misconduct or gross negligence, as is provided in our limited partnership agreement. Therefore, investors have a more limited right of action than they would absent the limitation in the limited partnership agreement.

Our limited partnership agreement provides for indemnification of the general partner and its affiliates, or their respective members, partners, officers, directors, employees, shareholders, agents, and managers by our partnership for liabilities incurred in dealing with third parties on behalf of our partnership. To the extent the indemnification purports to include indemnification for liabilities arising under the Securities Act of 1933, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such act and is, therefore, unenforceable.

SECURITIES BEING OFFERED

General

The following is a summary of the rights of our common units, key provisions of our limited partnership agreement, and certain tax consequences of our partnership and being a limited partner.

Common Units

Common units represent limited partner interests in our partnership. The holders of common units are entitled to participate in partnership distributions and exercise the rights or privileges available to limited partners under our limited partnership agreement. For a description of the rights and privileges of limited partners under our limited partnership agreement, including voting rights, please read “Limited Partnership Agreement” below.

If the minimum number of 1,500,000 common units is sold in this offering, there will be 6,372,654 common units outstanding upon the completion of this offering. If the maximum number of 3,000,000 common units is sold in this offering, there will be 7,872,654 common units outstanding upon the completion of this offering.

As of December 31, 2017, our partnership had 44 limited partners.

Transfer Agent

As of the date of this Offering Circular, we have not engaged a transfer agent, and do not intend to engage a transfer agent until such time as either (i) the commencement of trading of our common units on either the OTCQX or OTCQB, or (ii) we are required to do so in order to satisfy the conditional exemption contained in Rule 12g5-1(a)(7) of the Securities Exchange Act of 1934, as amended.

Limited Partnership Agreement

Our limited partnership agreement, as amended from time to time, is the governing instrument establishing the terms and conditions pursuant to which our partnership will conduct business. Our limited partnership agreement also establishes the rights and obligations between and among the limited partners and our general partner, as well as other important terms and provisions relating to our partnership.

The following is a summary of our limited partnership agreement. A copy of our limited partnership agreement is included as an exhibit to the offering statement of which this Offering Circular forms a part. This summary is qualified by reference to the exhibit containing our complete limited partnership agreement.

Our limited partnership agreement, as amended and restated, will become effective upon the date of qualification of the offering statement. A prospective investor in our partnership should read our limited partnership agreement prior to making a decision to join our partnership.

Profits and Losses

Losses for any fiscal year shall be allocated among the limited partners in proportion to their capital account balances, until the balance of each capital account equals zero. Thereafter, all losses shall be allocated in accordance to each limited partner’s respective percentage interest in our partnership. Profits will first be allocated pro rata to the limited partners in accordance with the amount of losses previously allocated if such previous losses were not offset by profits. Thereafter, profits shall be allocated in accordance with actual distributions as described below.

Distributions

Except as provided elsewhere in our limited partnership agreement, net cash flow of our partnership with respect to each disposed portfolio investment shall be distributed to the partners at the discretion of our general partner, in the following order:

Voting Rights

The limited partners will have no right to participate in the management of our partnership and will have limited voting rights. Limited partners shall have the right to vote only on the following matters:

Removal of General Partner for Cause

The limited partners, by an affirmative vote of limited partners representing more than 66 2/3% of the outstanding units, shall have the right to remove our general partner where (i) our general partner has been convicted of fraud, embezzlement, or a similar felony by a court of competent jurisdiction in a final judgment; or (ii) our general partner has willfully and materially breached our limited partnership agreement. An action for removal also provides for the election of a substitute general partner by the limited partners.

Amendment of Limited Partnership Agreement

Our limited partnership agreement may be amended or modified by the limited partners representing at least a majority of the outstanding units; provided, however, that our limited partnership agreement may be amended by our general partner without the consent of the limited partners (i) in any manner that does not materially adversely affect the limited partners, individually or collectively, (ii) to effect any changes required by any governmental body or agency, or (iii) to comply with any applicable laws or regulations; provided further, that there shall be no amendment that (i) would materially reduce the rights, or increase the obligations, of a limited partner unless the amendment (A) is consented to by such limited partner or (B) by its terms applies to all limited partners; or (ii) (A) increases a limited partner’s capital commitment or (B) imposes personal liability upon a limited partner for any debts or obligations of our partnership unless, in each case, the amendment is consented to by such limited partner.

Consent of Limited Partners

In any circumstances requiring the approval or consent of the limited partners, a failure to respond in the time specified by our general partner, which time shall not be less than 15 days, shall constitute a vote and consent to approve the proposed action.

Annual Meetings

Our general partner shall specify the time and place of each annual meeting of the partners. Special meetings may be called only by our general partner or by the limited partners representing at least a majority of the outstanding units. Notice of such meetings shall be provided not less than ten (10) calendar days nor more than sixty (60) calendar days before the date of the meeting, to each record holder entitled to vote at such meeting.

List of Limited Partners Entitled to Vote

A complete list of limited partners entitled to vote at any meeting of the partners shall be open to the examination of any limited partner, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days before the meeting, at the principal place of business of our partnership.

Tax Information Returns to Limited Partners

Our partnership shall use commercially reasonable efforts to provide to each limited partner and, to the extent necessary, each former limited partner, Internal Revenue Service Schedule K-1 with respect to such fiscal year by April 15th of the calendar year immediately following the end of each fiscal year.

Audited and Unaudited Financial Reports to Limited Partners

As soon as reasonably possible at the end of each fiscal year, our partnership shall prepare and transmit to each limited partner an audited financial report. Each limited partner will receive unaudited statements at least semi-annually.

No Right to Repurchase or Redemption of Units.

Our limited partnership agreement does not provide for the repurchase or redemption of units.

Death, Disability, Incompetency or Bankruptcy of a Limited Partner

In the event of the death, disability, incapacity or adjudicated incompetency of a limited partner or if a limited partner becomes bankrupt, his, her or its rights as a limited partner to share in our partnership’s distributions and allocations and to assign his, her or its interest or cause the substitution of a substituted limited partner will transfer to his, her or its personal representative, administrator, guardian, conservator, trustee in bankruptcy or other legal representative.

Limits on General Partner’s Liability

Our general partner shall be fully protected and indemnified by our partnership against all liabilities and losses suffered by our general partner (including attorneys’ fees, costs of investigation, fines, judgments and amounts paid in settlement, actually and reasonably incurred by our general partner in connection with such action, suit or proceeding) by virtue of its status as general partner with respect to any acts or omissions, except for gross negligence, criminal misconduct, or willful misconduct.

Other Activities of General Partner

Our general partner shall devote such time as reasonably necessary to manage our partnership’s business affairs. Subject to the other express provisions of our limited partnership agreement, our general partner, at any time and from time to time may engage in and possess interests in other business ventures of any and every type and description, independently or with others, including ventures in competition with our partnership, with no obligation to offer to our partnership or any limited partner the right to participate therein,

Dissolution of the Partnership

Our partnership shall be dissolved upon the first to occur of the following events: (i) an election to dissolve our partnership by our general partner that is approved by limited partners representing at least a majority of the outstanding units, (ii) the sale, exchange, or other disposition of all or substantially all of partnership assets, (iii) our partnership ceasing to have any limited partners, or (iv) the entry of a decree of a judicial dissolution of our partnership.

Power of Attorney

By becoming a party to our limited partnership agreement, each limited partner will appoint our general partner as his, her or its attorney-in-fact and empower and authorize our general partner to make, execute, acknowledge, publish and file on behalf of such limited partner in all necessary or appropriate places, such documents as may be necessary or appropriate to carry out the intent and purposes of our limited partnership agreement.

Accounting Records and Reports

Our partnership may engage an independent accountant or accounting firm, in the discretion of our general partner, to act as the accountant for our partnership and to audit our partnership’s books and accounts as of the end of each fiscal year. As soon as practicable after the end of such fiscal year, our general partner shall provide to each limited partner a balance sheet and an income statement of our partnership as of the end of and for such fiscal year. Upon inquiry, limited partners may be given access to additional information at the general partner’s discretion. Additional information made available to any limited partner will be made available to each other limited partner making a similar request; provided, that no information is confidential or proprietary as to a limited partner.

Tax Matters

Our general partner is designated as the Tax Matters Partner, who is authorized and required to represent our partnership in connection with all tax audits, examinations and investigations of the affairs of our partnership by any federal, state or local tax authorities, including any resulting administrative and judicial proceedings. Our general partner shall keep all partners reasonably informed of the progress of any tax audit, examination or investigation.

Undertakings

Our partnership undertakes to send to each limited partner at least on an annual basis a detailed statement of any transactions with the general partner or its affiliates, and of fees, commissions, compensation and other benefits paid, or accrued to the general partner or its affiliate for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed.

Taxation

The following is a summary of certain relevant federal income tax considerations resulting from an investment in our partnership, but does not purport to cover all of the potential tax considerations applicable to any specific purchaser. Prospective investors are urged to consult with and rely upon their own tax advisors for advice on these and other tax matters with specific reference to their own tax situation and potential changes in applicable law.

Taxation of Undistributed Fund Income

Under the laws pertaining to federal income taxation of limited partnerships, no federal income tax is paid by our partnership as an entity. Each individual limited partner reports on the limited partner’s federal income tax return the distributive share of partnership income, gains, losses, deductions and credits, whether or not any actual distribution is made to the limited partner during a taxable year. Each individual limited partner may deduct the limited partner’s distributive share of partnership losses, if any, to the extent of the tax basis of the limited partner’s interests at the end of the year in which the losses occurred. The characterization of an item of profit or loss will usually be the same for the limited partner as it was for our partnership. Since individual limited partners will be required to include partnership income in their personal income without regard to whether there are distributions of partnership income, limited partners may become liable for federal and state income taxes on partnership income even though they have received no cash distributions from our partnership with which to pay such taxes.

Tax Returns

We will provide limited partners sufficient information from our partnership’s informational tax return for limited partners to prepare their individual federal, state, and local tax returns. Our informational tax returns will be prepared by certified public accountants selected by our general partner.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Partners

UC Asset, LP

Atlanta, Georgia

Opinion on the Financial Statements

We have audited the accompanying balance sheets of UC Asset, LP (the “Partnership”) at December 31, 2017 and 2016, and the related statements of changes in net assets, partners’ equity, and cash flows for the year ended December 31, 2017 and the period from February 1, 2016 (“Inception”) to December 31, 2016, and the related notes (collectively referred to as the financial statements).  

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2017 and 2016, and the results of its operations and its cash flows for the year ended December 31, 2017 and the period from Inception to December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

Emphasis-of-a-matter

As discussed in Note 2, the financial statements include investments valued at approximately $7,532,508 and $3,184,535 at December 31, 2017 and 2016, representing 97.3% and 71.5% of partners’ capital, whose values have been estimated by the General Partner in the absence of readily ascertainable market values. We have reviewed the procedures used by the General Partner in arriving at its estimate of value of such investments and have inspected underlying documentation, and, in the circumstances, we believe the procedures are reasonable and the documentation appropriate. However, because of the inherent uncertainty of valuation, the estimated values may differ significantly from the values that would have been used had a ready market for these investments existed, and the differences could be material. Our opinion is not modified with respect to that matter.

Basis for Opinion

These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Daszkal Bolton LLP

We have served as the Partnership’s auditor since 2017.

Fort Lauderdale, Florida

May 4, 2018

UC ASSET, LP

Balance Sheets

The accompanying notes are an integral part of the financial statements

UC ASSET, LP

Statements of Changes in Net Assets

The accompanying notes are an integral part of the financial statements

UC ASSET, LP

Statement of Partners’ Capital

The accompanying notes are an integral part of the financial statements

UC ASSET, LP

Statements of Cash Flows

The accompanying notes are an integral part of the financial statements

UC ASSET, LP

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

UC Asset, LP (the “Partnership”) is a Delaware Limited Partnership formed for the purpose of making capital investments in limited liability companies with a focus on growth-equity investments and real estate. The Partnership was formed on February 1, 2016.

The Partnership is managed by its General Partner, UCF Asset LLC.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of accounting

The Partnership prepares its financial statements on the accrual basis in accordance with accounting principles generally accepted in the United States. Purchases and sales of investments are recorded upon the closing of the transaction. Investments are recorded at fair value with unrealized gains and losses reflected in the statement of changes in net assets.

(b) Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the financial statements and report amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(c) Fair value measurements

The Partnership records and carries its investments at fair value, defined as the price the Partnership would receive to sell the asset in an orderly transaction with a market participant at the balance sheet date. In the absence of active markets for the identical assets, such measurements involve the development of assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the balance sheet date.

Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect management’s market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model derived valuations whose inputs are observable or whose significant value drivers are observable

Level 3: Significant inputs to the valuation model are unobservable

UC ASSET, LP

NOTES TO FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

(c) Fair value measurements, continued

The General Partner maintains policies and procedures to value instruments using the best and most relevant data available. In addition, The General partner reviews valuations, including independent price validation for certain instruments. Further, in other instances, independent pricing vendors are obtained to assist in valuing certain instruments.

(d) Cash and equivalents

The Partnership considers all highly liquid debt instruments with original maturities of three (3) months or less to be cash equivalents.

(e) Investments

The Partnership’s core activity is to make investments in real estate limited liability companies. Excess funds are held in financial institutions.

Investments in short term loans are recorded at fair value, which are their stated amount due to their short-term maturity and modest interest rates. Portfolio investments are recorded at their estimated fair value, as determined in good faith by the General Partner of the Partnership. Unrealized gains and losses are recognized in earnings.

The estimated fair value of investments in limited liability companies as determined by the General Partner was $7,489,553 and $3,082,785 representing 98.51% and 69.66% of partners’ capital at December 31, 2017 and 2016, respectively, whose values have been estimated by the General Partner in the absence of readily ascertainable market values. Due to the inherent uncertainty of valuation, the General Partner’s determination of values may differ significantly from values that would have been realized had a ready market for the investments existed, and the differences could be material. See Note 3.

(f) Federal Income taxes

As a limited partnership, the Partnership is not a taxpaying entity for federal or state income tax purposes; accordingly, a provision for income taxes has not been recorded in the accompanying financial statements. Partnership income or losses are reflected in the partners’ individual or corporate tax returns in accordance with their ownership percentages.

As defined by Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 740, Income Taxes, no provision or liability for materially uncertain tax positions was deemed necessary by management. Therefore, no provision or liability for uncertain tax positions has been included in these financial statements. Generally, the Partnerships tax returns remain open for three years for federal income tax examination.

UC ASSET, LP

NOTES TO FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

(g) Income

Interest income from portfolio investments is recorded as interest is accrued.

(h) Recent Accounting Pronouncements

Partnership management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS

(a) Cash and Cash Equivalents

The fair value of financial instruments that are short-term and that have little or no risk are considered to have a fair value equal to book value.

(b) Unsecured Loan Investments

The fair value of short-term unsecured loans are considered to have a fair value equal to book value due to the short-term nature and market rate of interest commensurate with the level of credit risk.

(c) Portfolio Investments

The portfolio investments consist of member equity interests which are not publicly traded. The General Partner (“GP”) uses the investee entity’s real estate valuation reports as a basis for valuation when there is limited, or no, relevant market activity for a specific instrument or for other instruments that share similar characteristics. Portfolio investments priced by reference to valuation reports are included in Level 3. The General Partner conducts internal reviews of pricing to ensure reasonableness of valuations used. Based on the information available, management believes that the fair values provided are representative of prices that would be received to sell the individual assets at the measurement date (exit prices).

The fair values of the investee entity’s assets are determined in part by placing reliance on third-party valuations of the properties and/or third party approved internally prepared analyses of recent offers or prices on comparable properties in the proximate vicinity. All third-parties used for valuations or approvals are licensed and qualified to provide opinions about values of properties of the kind. The third-party valuations and the internally developed analyses that are approved by third-parties are significantly impacted by the local market economy, market supply and demand, competitive conditions and prices on comparable properties, adjusted for anticipated date of sale, location, property size, and other factors. Each property is unique and is analyzed in the context of the particular market where the property is located. In order to establish the significant assumptions for a particular property, the GP analyzes historical trends, including trends achieved by the GP's operations, if applicable, and current trends in the market and economy impacting the property. These methods use unobservable inputs to develop fair value for the GP’s properties. Due to the volume and variance of unobservable inputs, resulting from the uniqueness of each of the GP's properties, the GP does not use a standard range of unobservable inputs with respect to its evaluation of properties.

Changes in economic factors, consumer demand and market conditions, among other things, could materially impact estimates used in the third-party valuations and/or internally prepared analyses of recent offers or prices on comparable properties. Thus, estimates can differ significantly from the amounts ultimately realized by the investee segment from disposition of these assets.

UC ASSET, LP

NOTES TO FINANCIAL STATEMENTS

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS, continued

(c) Portfolio Investments, continued

The following tables present the fair values of assets and liabilities measured on a recurring basis:

The fair value measurements are subjective in nature, involve uncertainties and matters of significant judgment; therefore, the results cannot be determined with precision, substantiated by comparison to independent markets and may not be realized in an actual sale or immediate settlement of the instruments.

UC ASSET, LP

NOTES TO FINANCIAL STATEMENTS

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS, continued

(c) Portfolio Investments, continued

There may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results. For all of these reasons, the aggregation of the fair value calculations presented herein do not represent, and should not be construed to represent, the underlying value of the Partnership.

Generally, the fair value of the Atlanta investee’s properties is not sensitive to changes in unobservable inputs since generally the properties are held for less than six months before they will be developed. Generally, such changes in unobservable inputs take longer than six months to have an appreciable effect of more than 1 to 2% on these properties fair value. The Dallas investee’s property is more sensitive to changes in unobservable inputs because this property was acquired with a longer time line due to the nature of its size and undeveloped status. However, the Dallas investee is very cognizant of changes in the unobservable inputs that affect the fair value of this property and intends to consider any and all such changes as it develops it plan for the development of this property.

The following table presents the changes in Level 3 instruments measured on a recurring basis:

UC ASSET, LP

NOTES TO FINANCIAL STATEMENTS

NOTE 4 - CONCENTRATIONS OF CREDIT RISK

a) Cash

Funds held by the Partnership are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Partnership’s cash balance was in excess of FDIC insured limits by $0 and $1,011,472 at December 31, 2017 and 2016, respectively.

NOTE 5 - CAPITAL

The Partnerships capital structure consists of one General Partner and 26 limited partners. The Partnerships total contributed capital is $6,899,876 and $4,250,000 at December 31, 2017 and 2016, respectively. The limited partner units are 4,872,654 and 3,321,424 at December 31, 2017 and 2016, respectively.

a) Distributions

Distributions from the Partnership will be made to partners in accordance with the Partnership’s limited partnership agreement. During 2016, the Partnership made advances in the amount of $60,639 to the general partner, which have been accounted for as equity transactions. During 2017, $25,312 of these advances were repaid. During 2017 an advance to the general partner of $105,571 was accrued.

During 2017, the Partnership made distributions of $23,704 on behalf of the partners in the form of backup withholding to the U.S. Internal Revenue Service in the amount of $11,704 for 2016 and $12,000 for 2017.

b) Allocations of Profits and Losses

The net profit of the Partnership is allocated to the Limited Partners in proportion to each partner’s respective capital contribution on all liquidated portfolio investments made by the Partnership. Losses are allocated to all partners in proportion to each partner’s respective capital contribution, provided that, to the extent profits had been previously allocated in a manner other than in proportion to capital contributions, losses are allocated in the reverse order as such profits were previously allocated.

The General Partner participates in the profits of the Partnership at a rate of 20% above a 10% annualized return to the Limited Partners; increasing to 40% of the profits above an 18% annualized return to the Limited Partners.

NOTE 6 - MANAGEMENT FEES - RELATED PARTY

The Partnership pays annual management fees to UCF Asset LLC. Management fees are calculated at 2.0% of assets under management on the first day of the fiscal year, payable quarterly. Management fees were $142,731 and $65,000 for the year ended December 31, 2017 and the eleven months ended December 31, 2016, respectively. 

UC ASSET, LP

NOTES TO FINANCIAL STATEMENTS

NOTE 7 - SUMMARIZED FINANCIAL INFORMATION OF UNCONSOLIDATED PORTFOLIO INVESTMENTS

NOTE 8 - SUBSEQUENT EVENTS

In February 2018, the Partnership purchased the 24% of UCF Development LLC that it did not own in exchange for $200,000 in cash.

Report of Independent Registered Public Accounting Firm on Supplemental Information

To the Board of Directors and Partners

UC Asset, LP

Atlanta, Georgia

We have audited the financial statements of UC Asset, LP (the “Partnership”) at and for the year ended December 31, 2017 and the period from February 1, 2016 (“Inception”) to December 31, 2016, and our report thereon dated May 4, 2018, which expressed an unqualified opinion on those financial statements, appears on page F-2.

The summary of investments at December 31, 2017 and 2016 contained in the supplemental schedules has been subjected to audit procedures performed in conjunction with the audit of UC Asset LP’s financial statements. The summary of investments at December 31, 2017 and 2016 is supplemental information and is the responsibility of UC Asset LP’s management. Our audit procedures included determining whether the summary of investments reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the summary of investments. In our opinion, the summary of investments is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Daszkal Bolton, LLP

Fort Lauderdale, Florida

May 4, 2018

UC ASSET, LP

SUPPLEMENTAL INFORMATION

Summary of Investments 

December 31, 2017

A - Comprised of a 100% membership interest. The carrying amount is based on the general partner’s estimate.

B - Comprised of a 76% membership interest and a loan of approximately $35,600. The carrying amount is based on the general partner’s estimate.

C - Comprised of three short-term unsecured loans, with monthly interest at 1%, two due March 2018 and the third due on demand. Two were repaid in 2017.

(1) Reflects return of capital.

(2) Reflects actual gain or loss from the sale, exchange or disposition of securities.

(3) Estimated unrealized gain (loss).

(4) Estimated fair value.

See Accountant’s Report on Supplemental Information

UC ASSET, LP

SUPPLEMENTAL INFORMATION

Summary of Investments

December 31, 2016

A - Comprised of a 100% membership interest. The carrying amount is based on the general partner’s estimate.

B - Comprised of a 76% membership interest and a loan of approximately $35,600. The carrying amount is based on the general partner’s estimate.

C - Comprised of two short-term unsecured loans, with monthly interest at 1%, both due March 2017.

(1) Reflects return of capital.

(2) Reflects actual gain or loss from the sale, exchange or disposition of securities.

(3) Estimated unrealized gain (loss).

(4) Estimated fair value.

See Accountant’s Report on Supplemental Information

Part III – EXHIBITS

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on May 8, 2018.

This offering statement has been signed by the following persons in the capacities and on the date indicated.

III-2

Exhibit 3.1

LIMITED PARTNERSHIP AGREEMENT

THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

UC Asset LP

This Third Amended and Restated Limited Partnership Agreement (the “Agreement”) is made and entered into as of the 2^nd day of May, 2018 by and among UCF Asset LLC, a Georgia limited liability company, as the general partner (the “General Partner”), and each of the Persons the names of which are set forth under the heading “Limited Partners” on the Schedule of Partners, as maintained in the books of the Partnership by the General Partner, as a limited partner (each a “Limited Partner” and collectively the “Limited Partners”), which parties hereby continue UC Asset LP, a Delaware limited partnership (the “Partnership”), pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq., as in effect as of the Certificate Filing Date, and as thereafter amended from time to time, or any successor statute (the “Act”), as follows.

Starting from the Effective Date of this Agreement, the Limited Partnership Agreement of the Partnership (the “Limited Partnership Agreement”) shall be this Agreement. Unless otherwise stated or the context otherwise requires, this Agreement shall have the meaning as set forth herein for all business narratives by the Partners of the Partnership.

W I T N E S S E T H:

WHEREAS, the Partnership was formed pursuant to a Certificate of Limited Partnership, dated February 1, 2016, and filed in the office of the Secretary of State of the State of Delaware on February 1, 2016; and

WHEREAS, the General Partner and the Limited Partners have set forth their respective rights and obligations with respect to the Partnership pursuant to, and in accordance with the terms and conditions of, the original limited partnership agreement dated as of February 10, 2016 (the “Original LPA”); and

WHEREAS, by and under the terms of Section 9.03 of the Original LPA, the General Partner, with the consent of a Majority in Interest (as defined in the Original LPA) of the Limited Partners, amended and restated the Original LPA as of April 1, 2017 (the “First Amended and Restated LPA”), and the amendments made as such are legally binding to all Limited Partners; and

WHEREAS, by and under the terms of Section 9.03 of the First Amended and Restated LPA, the General Partner, with the consent of a Majority in Interest (as defined in the First Amended and Restated LPA) of the Limited Partners, amended the First Amended and Restated LPA as of October 10, 2017, and the amendment made as such are legally binding to all Limited Partners; and

WHEREAS, by and under the terms of Section 9.03 of the First Amended and Restated LPA, the General Partner, with the consent of a Majority in Interest (as defined in the First Amended and Restated LPA) of the Limited Partners, further amended the First Amended and Restated LPA as of January 1, 2018 (the “Second Amended and Restated LPA”), and the amendments made as such are legally binding to all Limited Partners; and

WHEREAS, by and under the terms of Section 9.03 of the Second Amended and Restated LPA, as amended, the General Partner, with the consent of a Unit Majority (as defined in the Second Amended and Restated LPA) of the Limited Partners, desire to and hereby amend and restate the Second Amended and Restated LPA to take into account that the Partnership is expected to become a public entity and to make other changes as permitted by Section 9.03 of the Second Amended and Restated LPA and the amendments made as such will be legally binding to all Limited Partners; and

WHEREAS, the Partners desire to continue the Partnership as a limited partnership and to pursue the purposes as described in Section 2.09 of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, agreements, and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Second Amended and Restated LPA is hereby amended and restated in its entirety to read as follows:

ARTICLE I
DEFINITIONS

For purposes of this Agreement, unless the context otherwise requires, the following terms have the following meanings:

“1940 Act” shall mean the U.S. Investment Company Act of 1940, as amended.

“Act” has the meaning set forth in the preamble.

“Acquiring Partner” has the meaning set forth in Section 4.07(f).

“Advisers Act” shall mean the U.S. Investment Advisers Act of 1940, as amended.

“Adjusted Book Value” has the meaning set forth in Section 8.01.

“Adjusted Book Value Date” has the meaning set forth in Section 8.01.

“Adjusted Capital Account Deficit” shall mean, with respect to any Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of the relevant Allocation Period, after giving effect to the following adjustments:

(a)  credit to such Capital Account any amounts that such Partner is obligated to restore or is deemed to be obligated to restore pursuant to the penultimate sentence of each of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(b)  debit to such Capital Account the items described in paragraphs (4), (5) and (6) of Regulations Section 1.704-1(b)(2)(ii)(d).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with Regulations Section 1.704-1(b)(2)(ii)(d) to the extent relevant thereto and is to be interpreted consistently therewith.

“Affiliate” shall mean, with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such Person. For purposes of this definition, when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms “controlling” and “controlled” shall have correlative meanings.

“Agreement” shall mean this Third Amended and Restated Limited Partnership Agreement, together with any and all extensions, renewals, modifications, substitutions and amendments hereof.

“Allocation Period” shall mean (a) the period commencing on February 10, 2016 and ending on December 31, 2016, (b) any subsequent period commencing on January 1 and ending on the following December 31, or (c) any portion of the period described in clause (a) or (b) for which the Partnership is required to allocate Net Profits, Net Losses, and other items of Partnership income, gain, loss or deduction pursuant to ARTICLE IV.

“Annual Rate of Return Percentage” shall mean an annual rate of return of ten percent (10%), which shall decrease to an annual rate of return of eight percent (8%) upon the earlier of (i) January 1, 2020 and (ii) the first day of the Fiscal Year immediately following the last day of the Fiscal Year on which the Partnership had an audited Net Asset Value of at least $20,000,000 as of such date.

“Assumed Income Tax Rate” shall mean the highest effective marginal combined federal, state and local income tax rate for an Allocation Period prescribed for any individual resident in metropolitan Atlanta, Georgia and its suburban areas, (taking into account the character of income (i.e., ordinary vs. capital gains) and, after taking into account limitations imposed under the alternative minimum tax, the deductibility of state and local income taxes for federal income tax purposes and the rates applicable to income of the relevant character), or such other jurisdiction as determined in the sole discretion of the General Partner.

“Audit Committee” has the meaning set forth in Section 3.08.

“Audit Committee Majority” has the meaning set forth in Section 3.08(a).

“Audited Book Value” shall mean the book value of the Partnership’s Portfolio Investments as audited by an independent accounting firm.

“Audited Net Income” shall mean the net income of the Partnership for an accounting period as audited by an independent accounting firm.

“Bankruptcy” shall mean, with respect to a Person, (a) any proceeding that is commenced against such Person as a “debtor” for any relief under bankruptcy or insolvency laws, or laws relating to the relief of debtors, reorganizations, arrangements, compositions, or extensions and such proceeding is not dismissed within ninety (90) days after such proceeding has commenced, or (b) any proceeding commenced by such Person for relief under bankruptcy or insolvency laws or laws relating to the relief of debtors, reorganizations, arrangements, compositions, or extensions.

“Bipartisan Budget Act” means the U.S. Bipartisan Budget Act of 2015.

“Business Day” shall mean any day on which commercial banks are open for business in metropolitan Atlanta, Georgia and its suburban areas.

“Capital Account” shall mean the capital account established and maintained for each Partner pursuant to Section 4.05.

“Capital Contribution” shall mean, with respect to each Partner, the aggregate amount of cash and the initial Gross Asset Value of any property (net of liabilities assumed or taken subject to by the Partnership, without duplication) contributed by or in the name of such Partner pursuant to Section 4.01(b) in connection with the issuance of Units or otherwise.

“Carried Interest” has the meaning set forth in Section 4.07(c)(iii).

“Certificate” shall mean (i) a certificate in such form as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more Common Units or (ii) a certificate, in such form as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more other Partnership Securities.

“Certificate of Limited Partnership” means the Certificate of Limited Partnership of the Partnership, dated as of February 1, 2016, and filed in the Office of the Secretary of State of the State of Delaware on February 1, 2016, as amended and restated from time to time.

“Certificate Filing Date” shall mean the date on which the Certificate of Limited Partnership was filed in the Office of the Secretary of State of the State of Delaware.

“Claims” has the meaning set forth in Section 3.06(a).

“Clawback Amount” has the meaning set forth in Section 6.05.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Commission” means the United States Securities and Exchange Commission.

“Common Unit” shall mean a Partnership Security representing a fractional part of the Partnership Interests of all Limited Partners with the relative rights, powers, and duties as specified in this Agreement.

“Confidential Information” has the meaning set forth in Section 7.04(a).

“Covered Actions” has the meaning set forth in Section 3.06(a).

“Covered Persons” has the meaning set forth in Section 3.05(b).

“Damages” has the meaning set forth in Section 3.06(a).

“Depreciation” shall mean, for each Allocation Period or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such period for federal income tax purposes, except that if the Gross Asset Value of an asset differs from its adjusted tax basis for federal income tax purposes at the beginning of such period, then Depreciation means an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such period bears to such beginning adjusted tax basis; provided, however, that if the adjusted tax basis for federal income tax purposes of an asset at the beginning of such period is zero, then Depreciation is to be determined with reference to such beginning Gross Asset Value using any reasonable method determined by the General Partner.

“Derivative Units” shall mean any options, rights, warrants, appreciation rights, tracking, profit or phantom interests or other derivative securities relating to, convertible into or exchangeable for Common Units.

“DGCL” means the General Corporation Law of the State of Delaware, 8 Del. C. Section 101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

“Disabling Conduct” has the meaning specified in Section 3.05(b).

“Disabling Event” shall mean an event where the General Partner ceases to be the general partner of the Partnership upon the happening of any of the following:

(a)  the General Partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in Bankruptcy; (iii) is adjudged as bankrupt or insolvent, or has entered against it an order for relief in any Bankruptcy or insolvency proceeding; (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; or (v) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the General Partner or of all, or any substantial part, of its assets;

(b)  (i) one hundred twenty (120) days after the commencement of any proceeding against the General Partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, and the proceeding has not been dismissed; or (ii) if within ninety (90) days after the appointment, without the General Partner’s consent or acquiescence, of a trustee, receiver, or liquidator of the General Partner or of all or any substantial part of its properties, the appointment is not vacated or stayed, or (iii) within ninety (90) days after the expiration of any such stay, the appointment is not vacated;

(c)  the dissolution and commencement of winding up of the General Partner; or

(d)  the General Partner is removed pursuant to Section 3.07.

“Disparage” shall mean, with respect to any Person, negative comments regarding its business model, business practices, investment decisions, Affiliates, equityholders, personnel, agents, integrity, fairness, satisfaction of obligations, or overall performance.

“DOL Regulation” shall mean 29 C.F.R. § 2510.3-101, as amended from time to time, or any successor regulation thereto.

“Effective Date” shall be the date of the Qualification Date.

“Event of Dissolution” has the meaning set forth in Section 6.01.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended from time to time.

“FATCA” has the meaning set forth in Section 7.03(d).

“First Amended and Restated LPA” has the meaning set forth in the preamble.

“Fiscal Quarter” shall mean periods beginning on January l, April 1, July 1, and October 1, and ending on March 31, June 30, September 30, and December 31, respectively. The Partnership’s last Fiscal Quarter shall end on the date the Partnership terminates pursuant to the provisions of this Agreement.

“Fiscal Year” has the meaning set forth in Section 2.07(a).

“FOIA” has the meaning set forth in Section 7.04(b).

“GAAP” shall mean generally accepted accounting principles in the U.S., consistently applied.

“General Partner” shall mean UCF Asset LLC or any Person who is designated as the “general partner” (as defined by Section 17-101 of the Act) of the Partnership in accordance with this Agreement and the Act.

“Gross Asset Value” shall mean with respect to any asset, the adjusted tax basis of the asset for federal income tax purposes, except as follows:

(a)  the initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset;

(b)  the Gross Asset Values of the Partnership Assets shall be adjusted to equal their respective gross fair market values (taking Section 7701(g) of the Code into account), as reasonably determined by the General Partner as of the following times: (i) the acquisition of an additional Unit by a new or existing Partner in exchange for a more than de minimis Capital Contribution; (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership Assets as consideration for a Unit; (iii) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); and (iv) the issuance of a Unit in exchange for services rendered or to be rendered; provided, that an adjustment described in clause (i), (ii), and (iv) of this paragraph shall be made only if the General Partner reasonably determines that such adjustment is necessary to reflect the relative economic interests of the Partners in the Partnership;

(c)  the Gross Asset Value of any Partnership Asset distributed to any Partner shall be adjusted to equal the gross fair market value (taking Section 7701(g) of the Code into account) of such Partnership Asset on the date of distribution as reasonably determined by the General Partner;

(d)  the Gross Asset Values of the Partnership Assets shall be increased (or decreased) to reflect any adjustments to the adjusted tax basis of such Partnership Assets pursuant to Section 734(b) or 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subparagraph (f) of the definition of “Net Profits” and “Net Losses” or Section 4.06(c)(vii); provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (d) to the extent that an adjustment pursuant to subparagraph (b) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d); and

(e)  If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (a), (b), (c) or (d), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Profits and Net Losses.

“Incompetency” shall mean a situation where a Person is deemed incompetent if such Person is adjudged incompetent by a decree of a court of competent jurisdiction. A Person shall also be deemed incompetent if such Person is convicted of a crime of moral turpitude or that would cast reasonable doubt on such Person’s ability to discharge faithfully his or her duties as a managing member of the General Partner.

“Initial Offering” shall mean the initial offering and sale of Common Units to the public, as described in the Offering Statement.

“Insanity” shall mean a situation where a Person is deemed insane if such Person is adjudged insane by a decree of a court of competent jurisdiction.

“Interests” shall mean, collectively, the Units owned by each Partner and representing the respective proportionate interest attendant to the Partnership Interests.

“Licensor” has the meaning set forth in Section 9.11.

“Limited Partners” has the meaning set forth in the preamble.

“Limited Partnership Agreement” has the meaning set forth in the preamble.

“Management Fee” has the meaning set forth in Section 8.01.

“Marks” has the meaning set forth in Section 9.11.

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Exchange Act.

“Net Asset Value” has the meaning set forth in Section 4.08(d).

“Net Profits” and “Net Losses” shall mean, for each Allocation Period or other period, an amount equal to the Partnership’s taxable income or loss, respectively, for such Allocation Period or other period determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments (without duplication):

(a)  any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Net Profits or Net Losses shall be included;

(b)  any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code (including expenditures treated as such pursuant to Regulations Section 1.704-1(b)(2)(iv)(i)), and not otherwise taken into account in computing Net Profits or Net Losses, shall be subtracted;

(c)  in the event the Gross Asset Value of any Partnership Asset is adjusted pursuant to subparagraphs (b), (c) or (d) of the definition of “Gross Asset Value,” the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of such Partnership Asset) or an item of loss (if the adjustment decreases the Gross Asset Value of such Partnership Asset) from the disposition of such Partnership Asset and shall be taken into account for purposes of computing Net Profits or Net Losses;

(d)  gain or loss resulting from any disposition of any Partnership Asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the Partnership Asset disposed of, notwithstanding that the adjusted tax basis of such Partnership Asset differs from its Gross Asset Value;

(e)  in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Allocation Period or other period, computed in accordance with the definition thereof;

(f)  to the extent an adjustment to the adjusted tax basis of any Partnership Asset pursuant to Section 734(b) of the Code is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in complete liquidation of a Partner’s Units, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the tax basis of such Partnership Asset) or loss (if the adjustment decreases the tax basis of such Partnership Asset) from the disposition of such Partnership Asset and shall be taken into account for purposes of computing such Net Profits or Net Losses; and

(g)  notwithstanding any other provision of this definition, any items which are specially allocated under Section 4.06(c) shall not be taken into account in computing Net Profits or Net Losses.

The amounts of the items of Partnership income, gain, loss, or deduction available to be specially allocated pursuant to Section 4.06(c) shall be determined by applying rules analogous to those set forth in subparagraphs (a) through (f) above.

“Nonrecourse Deductions” has the meaning assigned to the term “nonrecourse deductions” in Regulations Sections 1.704-2(b)(1) and 1.704-2(c).

“Offering Statement” shall mean the Offering Statement on Form 1-A (File No. 024-10802) as it has been or as it may be amended or supplemented from time to time, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Initial Offering.

“Officer” shall mean any Person appointed by the General Partner to serve as an officer of the Partnership, having the titles, authority, and duties as determined by the General Partner in its sole discretion.

“Organizational Expenses” shall mean all reasonable out-of-pocket costs and expenses incurred in connection with the organization of the Partnership and the offering of Units, including, without limitation, any related legal, accounting, consulting, and filing costs.

“Original LPA ” has the meaning set forth in the preamble.

“Partners” shall mean the General Partner and the Limited Partners.

“Partner Nonrecourse Debt” has the meaning assigned to the term “partner nonrecourse debt” in Regulations Section 1.704-2(b)(4).

“Partner Nonrecourse Debt Minimum Gain” shall mean that amount determined in accordance with the principles of Regulations Section 1.704-2(i)(3) pertaining to “partner nonrecourse debt minimum gain.”

“Partner Nonrecourse Deductions” has the meaning assigned to the term “partner nonrecourse deductions” in Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

“Partnership” has the meaning set forth in the preamble.

“Partnership Assets” shall mean all of the Partnership’s assets including, without limitation, the Portfolio Investments, cash, properties, rights (contractual or otherwise), real property, personal property, tangible property, and intangible property.

“Partnership Expenses” has the meaning set forth in Section 8.02(a).

“Partnership Interest” shall mean an Interest owned by a Partner, including such Partner’s Capital Account and right (based on the type and class of Unit or Units held by such Partner), including (i) interest in the Partnership’s Net Profits and Net Losses; (ii) interest in gains, losses, deductions, and credits for tax purposes; (iii) interest in other assets; (iv) interest in liquidation proceeds; (v) voting, and (vi) any and all other benefits to which such Partner may be as provided in this Agreement or the Act.

“Partnership Minimum Gain” has the meaning assigned the term “partnership minimum gain” in Regulations Section 1.704-2(b)(2) and 1.704-2(d).

“Partnership Representative” means the “partnership representative” designated as such pursuant to Section 6223(a) of the Code (as of the effective date of the Bipartisan Budget Act).

“Partnership Security” shall mean any class or series of equity or voting interest in the Partnership (but excluding any options, rights, warrants and appreciation rights relating to an equity or voting interest in the Partnership), including the Common Units.

“Permanent Incapacity” shall mean a situation where a Person is deemed permanently incapacitated whenever he is determined by competent medical authority or authorities selected by the General Partner to be permanently incapable of carrying out his or her functions as a managing member of the General Partner.

“Person” shall mean any individual, partnership, joint venture, corporation, limited liability company, unincorporated organization or association, trust (including the trustees thereof in their capacity as such), government (or agency or subdivision thereof), or other entity.

“Portfolio Investments” shall mean the Partnership’s investments (i) in real estate properties in the metropolitan area of Atlanta, Georgia; (ii) in real estate properties in the metropolitan area of Dallas, Texas; (iii) in real estate properties in other regions as determined by the General Partner; (iv) in private or secondary market securities that yield fixed income; and (v) in other investments as agreed by the General Partner from time to time.

“Principal” shall mean any Person appointed as a principal of the General Partner.

“Proceeding” has the meaning set forth in Section 3.06(a).

“Qualification Date” shall mean the date the Offering Statement is initially qualified by the Commission.

“Record Date” shall mean the date established by the Partnership for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Partners or entitled to exercise rights in respect of any lawful action of Partners or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.

“Record Holder” shall mean the Person in whose name a Common Unit is registered on the books of the Transfer Agent as of the opening of business on a particular Business Day, or with respect to other Partnership Securities, the Person in whose name any such other Partnership Security is registered on the books that the Partnership has caused to be kept as of the opening of business on such Business Day.

“Regulations” shall mean the Income Tax Regulations, including Temporary Regulations, promulgated under the Code as amended (including corresponding provisions of successor regulations).

“Regulatory Allocations” has the meaning set forth in Section 4.06(c)(ix).

“Second Amended and Restated LPA” has the meaning set forth in the preamble.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended from time to time.

“Tax Matters Partner” has the same meaning as “tax matters partner” as defined in Section 6231(a)(7) of the Code(prior to the effective date of the Bipartisan Budget Act) .

“Term” has the meaning set forth in Section 2.06.

“Transfer” when used in this Agreement with respect to any Unit, shall mean a transaction by which the holder of such Unit assigns such Unit to another Person who is or becomes a Partner, and includes a sale, assignment, gift, exchange, or any other disposition by law or otherwise, including any transfer upon foreclosure of any pledge, encumbrance, hypothecation, or mortgage.

“Transfer Agent” shall mean such bank, trust company, or other Person (including the Partnership or one of its Affiliates) as shall be appointed from time to time by the Partnership to act as registrar and transfer agent for the Common Units or as may be appointed to act as registrar and transfer agent for any other Partnership Securities; provided, however, that if no Transfer Agent is specifically designated for the Common Units or any other Partnership Securities, the Partnership shall act in such capacity.

“Transferee” has the meaning set forth in Section 5.05(c).

“Unit” shall mean a Partnership Security that is designated as “Unit” and shall include Common Units.

“Unit Majority” shall mean, as of the Record Date, at least a majority of the Units, including Common Units, voting as a single class, that are issued by the Partnership and reflected as outstanding on the books and records of the Partnership.

“U.S.” shall mean the United States of America.

ARTICLE II
GENERAL PROVISIONS

Section 2.01 Formation. The parties hereto hereby continue the limited partnership formed on the Certificate Filing Date pursuant to the Act. The General Partner is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver, and file with the Secretary of State of the State of Delaware any amendments or restatements of the Certificate of Limited Partnership and any other certificates required or permitted to be filed with the Secretary of State of the State of Delaware (and any amendments or restatements thereof).

Section 2.02 Name. The name of the Partnership is “UC Asset LP”. The General Partner may make any variations in the Partnership’s name which the General Partner deems necessary or advisable; provided, however, that written notice of such name change shall be given to the Limited Partners within a reasonable period of time after the effectiveness of such change. The affairs of the Partnership shall be conducted under the Partnership’s name or such other name as the General Partner may determine.

Section 2.03 Organizational Certificates and Other Filings. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing, and other acts that may be required to comply with all requirements for (a) the formation and operation of a limited partnership under the laws of the State of Delaware and (b) the operation of the Partnership as a limited partnership, or a partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership conducts or proposes to conduct business.

Section 2.04 Principal Place of Business. The principal place of business of the Partnership shall be located at 2299 Perimeter Park Drive, Suite 120, Atlanta, Georgia 30341 or at such other place or places as the General Partner may from time to time select; provided, that written notice of such selection is given to the Limited Partners within a reasonable period of time after the effectiveness of the change in such place.

Section 2.05 Registered Office and Registered Agent. The address of the Partnership’s registered office in the State of Delaware is c/o The Corporation Service Partnership, 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name and address of the Partnership’s registered agent for service of process in the State of Delaware is The Corporation Service Partnership, 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The General Partner may at any time change the Partnership’s registered office and/or registered agent for service of process in the State of Delaware.

Section 2.06 Term. The term of the Partnership (the “Term”) commenced on the Certificate Filing Date and shall continue perpetually until terminated as a result of the dissolution and winding up of the Partnership in accordance with Article VI.

Section 2.07 Fiscal Year; Names of Partners.

(a)  The fiscal year of the Partnership (the “Fiscal Year”) shall be the calendar year. The Partnership’s first Fiscal Year shall begin on the Certificate Filing Date and end on December 31 of the year in which the Certificate Filing Date occurs. Thereafter, the Partnership’s Fiscal Year shall commence on January 1 of each year and end on December 31 of such year or, if earlier, the date the Partnership terminates during such year pursuant to the provisions of this Agreement. For the avoidance of doubt, the General Partner, at any time, may elect a taxable year that is different from the Fiscal Year, if permitted by the Code and the applicable Regulations.

(b)  The names of all of the Partners and their status as a General Partner or a Limited Partner shall be maintained in the books and records of the Partnership.

Section 2.08 Liability of Limited Partners. Except to the extent provided under the Act, in no event shall any Limited Partner (or former Limited Partner) have any personal liability for the repayment and discharge of debts and obligations of the Partnership; provided, however, that the foregoing shall not limit any obligation or liability of any Limited Partner to the Partnership set forth in this Agreement or to the extent such obligation or liability is required by law and cannot be determined by agreement of the parties hereto. Notwithstanding any other provision of this Agreement, in no event shall any Limited Partner be obligated to make any Capital Contribution in excess of such Partner’s Capital Contribution, or have any liability for the repayment and discharge of the debts and obligations of the Partnership (apart from such Limited Partner’s Partnership Interest).

Section 2.09 Purpose. The purposes of the Partnership are to (i) operate as a public entity; (ii) invest, directly or indirectly, its capital in Portfolio Investments; (iii) identify, acquire, hold, manage, and dispose of such Portfolio Investments in accordance with the terms of this Agreement; and (iv) engage in any other activities which may be directly or indirectly related or incidental thereto. The Partnership shall have all power and authority to enter into, make, and perform all contracts and other undertakings and to engage in all activities and transactions and take any and all other actions necessary, appropriate, desirable, incidental, or convenient to or for the furtherance or accomplishment of the above purposes or of any other purpose permitted by the Act or the furtherance of any of the provisions herein set forth and to do every other act and thing incident thereto or connected therewith, including, without limitation, investing of funds of the Partnership pending their utilization or disbursement, and any and all of the other powers that may be exercised on behalf of the Partnership by the General Partner pursuant to this Agreement.

Section 2.10 Conversion into a Corporation. In the event that it is no longer optimal or beneficial for the Partnership (as determined by the General Partner in its sole discretion) to operate as a partnership, the General Partner may, in its sole discretion, convert the Partnership into a corporation. At the time of such conversion, each Unit will be converted into shares of such corporation pursuant to a plan of conversion.

ARTICLE III
MANAGEMENT OF THE COMPANY

Section 3.01 Management. Except to the extent expressly set forth herein, the General Partner shall be vested with the complete control of the management and conduct of the business of the Partnership. The Limited Partners as such shall have no responsibility for the management of the Partnership and shall have no authority or right to act on behalf of the Partnership or to bind the Partnership in connection with any matter, it being understood that any Units held by the General Partner shall in no way limit or otherwise affect the General Partner’s power and authority as a general partner of the Partnership as set forth in this Agreement or in the Act.

Section 3.02 Powers of the General Partner. The General Partner shall have and exercise the power on behalf and in the name of the Partnership that a general partner in a limited partnership may have or exercise under the Act and is authorized and empowered to carry out any and all of the purposes of the Partnership and to perform (either itself or through any of its Affiliates) all acts and enter into and perform all contracts and other undertakings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:

(a)  direct the formulation of investments and strategies for the Partnership in accordance with this Agreement and to engage any Person, including any Affiliate, for any purpose consistent with the Partnership’s objectives and which is deemed appropriate for the Partnership by the General Partner in its sole discretion;

(b)  (i) borrow monies from brokers, banks, and any other Person, including, without limitation, to (A) pay Partnership Expenses or Management Fees, (B) make distributions, (C) facilitate committing to or closing a proposed Portfolio Investment; (ii) raise monies or utilize any other forms of leverage including, without limitation, through the use of structured financial products; (iii) issue, accept, endorse, and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or non-negotiable instruments and evidences of indebtedness; and (iv) grant or issue guarantees;

(c)  appoint and enter into a contract with any Person to do any and all acts and exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to Partnership Assets, including, without limitation, the right to possess, lend, Transfer, and institute, settle, or compromise suits and administrative proceedings and other similar matters;

(d)  open, maintain, and close accounts with brokers, dealers, and custodians, which power shall include the authority to issue all instructions and authorizations to brokers, dealers, and custodians regarding Partnership Assets and money therein and to pay, or authorize the payment and reimbursement of, brokerage commissions;

(e)  open, maintain, and close bank accounts and draw checks or other orders for the payment of monies;

(f)  do any and all acts on behalf of the Partnership and exercise all rights of the Partnership with respect to its interest in any Person including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings, and other similar matters;

(g)  organize one or more corporations or other entities formed to hold Portfolio Investments or Partnership Assets;

(h)  make any and all elections for federal, state, local, and foreign tax purposes, including any election to adjust the tax basis of Partnership Assets pursuant to Section 754 of the Code; provided, that no election shall be made that would cause the Partnership to lose its status as a partnership for federal income tax purposes;

(i)  engage one or more custodians, attorneys, placement agents, independent accountants, prime brokers, administrators, consultants, and any other Persons that the General Partner deems necessary or advisable;

(j)  maintain, for the conduct of Partnership affairs, one or more offices, and in connection therewith, rent or acquire office space, engage personnel, whether part-time or full time, and do any other acts that the General Partner deems necessary or advisable in connection with the maintenance and administration of such office or offices;

(k)  enter into a servicing agreement with an entity or entities (including Limited Partners and their Affiliates) as the General Partner shall determine in its sole discretion, for the oversight of the Partnership’s financial records, preparation of reports to the Limited Partners, monitoring of payment of Partnership Expenses, and the performance of administrative and professional services in connection with the servicing and monitoring of the Portfolio Investments;

(l)  make, execute, deliver, record, and file all certificates, instruments, documents, reports, statements, or any amendment thereto, of any kind necessary or desirable to accomplish the business, purpose, and objectives of the Partnership, in each case as required by any applicable law, agreement, or its business judgment;

(m)  authorize any partner, director, officer, employee, or other agent of the General Partner or its Affiliates or agent or employee of the Partnership to act for and on behalf of the Partnership in all matters incidental to the foregoing and to do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership; and

(n)  make, execute, sign, acknowledge, swear to, record, and file (i) this Agreement and any amendment to this Agreement; (ii) the Certificate of Limited Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (iii) all certificates and other instruments deemed advisable by the General Partner to carry out the provisions of this Agreement and applicable law or to permit the Partnership to become or to continue as a limited partnership in the State of Delaware and all other jurisdictions in which the Partnership conducts or plans to conduct business; (iv) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the substitution of assignees as Limited Partners pursuant to Section 5.04 and amendments to this Agreement; (v) all conveyances and other instruments, certificates, or other documents deemed advisable by the General Partner to effect the winding up and termination of the Partnership (including, but not limited to, a certificate of cancellation); (vi) all fictitious or assumed name certificates or any other business certificate required or permitted to be filed on behalf of the Partnership; and (vii) all other instruments or documents which may be required or permitted by law to be filed on behalf of the Partnership.

Section 3.03 Reliance by Third Parties. Persons dealing with the Partnership are entitled to rely conclusively on a certificate of the General Partner to the effect that it is acting as the General Partner and on the power and authority of the General Partner set forth herein.

Section 3.04 Other Activities of the General Partner.

(a)  Subject to the requirements contained herein, the General Partner shall cause its personnel to devote such time as shall be reasonably necessary to conduct the business affairs of the Partnership.

(b)  Subject to the express provisions elsewhere herein, the parties hereto acknowledge that with respect to the General Partner and its Affiliates:

(i)  each of the General Partner and its Affiliates may act as manager, sponsor, or general partner (or the equivalent) for other Persons and may give advice, and take action, with respect to any such other Persons which may follow investment programs similar to those of the Partnership or differ from the advice given, or the timing or nature of action taken, with respect to the Partnership;

(ii)  where there is a limited supply of an investment opportunity, the General Partner shall use its best efforts to allocate such investment opportunities among the General Partner’s clients;

(iii)  the General Partner, its Affiliates, and their respective members, partners, officers, directors, employees, shareholders, agents, and representatives thereof may engage in transactions or cause or advise other Persons to engage in transactions which may differ from or be identical to the transactions advised upon or engaged in by the General Partner for the Partnership’s account; and

(iv)  the General Partner shall not have any obligation to engage in any transaction for the Partnership’s account or to recommend any transaction to the Partnership which the General Partner, its Affiliates, and their respective members, partners, officers, directors, employees, shareholders, agents, and representatives thereof may engage in for their own accounts or the account of any other customer, except as otherwise required by applicable law.

(c)  The Limited Partners hereby agree that the General Partner may offer the right to participate, directly or indirectly, in investment opportunities of the Partnership to one or more Limited Partners or other private investors, groups, partnerships, or corporations whenever the General Partner so determines (and the Limited Partners agree that the General Partner shall have no liability attributable to or based upon such activities in the absence of intentional harm to the Partnership by the General Partner or a Partner thereof).

(d)  By reason of the activities of the General Partner and its Affiliates, the General Partner may acquire confidential information or be restricted from initiating transactions in certain Portfolio Investments. It is acknowledged and agreed that the General Partner shall not be free to divulge, or to act upon, any such confidential information with respect to the General Partner’s performance of its responsibilities under this Agreement and that, due to such a restriction, the General Partner may not initiate a transaction the General Partner otherwise may have initiated, and the Partnership may be frozen in an investment position that it otherwise might have liquidated or closed out.

(e)  The Limited Partners hereby acknowledge that the General Partner may be prohibited from taking action for the benefit of the Partnership: (i) due to confidential information acquired or obligations incurred in connection with an outside activity permitted to the General Partner, its Affiliates, equity holders, or other related Persons; (ii) in consequence of an equity holder, Affiliate, or other related Person of the General Partner serving as an officer or director with respect to a Portfolio Investment; or (iii) in connection with activities undertaken by an equity holder, Affiliate, or other related Person of the General Partner prior to the date first above written. No Person shall be liable to the Partnership or any Partner for any failure to act for the benefit of the Partnership in consequence of a prohibition described in the preceding sentence.

(f)  The Partners recognize that the differing financial, regulatory, tax, and other status and circumstances of the Partners may give rise to conflicts of interest among the Partners with regard to the timing of capital calls, selection of investments, disposition of assets, making of tax elections, or other Partnership matters. Except as otherwise specifically provided in this Agreement, the General Partner, when making decisions or taking action with respect to the Partnership or its business, shall not be required to take into consideration the separate status or circumstances of any Partner or group of Partners.

Section 3.05 Limitation of Liability.

(a)  The General Partner (and any former General Partner) shall only be liable for the repayment and discharge of all debts and obligations of the Partnership attributable to any Fiscal Year or portion thereof during which they are or were general partners of the Partnership to the extent provided in the Act and to the extent such debts and obligations (i) exceed the Partnership Assets or (ii) are not, by their terms or otherwise, either non-recourse as to the General Partner (or former General Partner) or limited either generally or specifically to Partnership Assets. Nothing in this Section 3.05 shall be interpreted to limit or deprive the General Partner (or former General Partner) from the benefit of the indemnities set forth in Section 3.06.

(b)  To the fullest extent permitted by law, none of the General Partner, its Affiliates, or their respective members, partners, officers, directors, employees, shareholders, agents, and managers of each of them (collectively, the “Covered Persons”) shall be liable to the Partnership or any other Partner for any act or omission, including any mistake of fact or error in judgment, taken, suffered, or made by such Covered Person, relating to or arising out of the investment or other activities of the Partnership, or activities undertaken in connection with the Partnership, or otherwise relating to or arising out of this Agreement, except for (i) gross negligence, (ii) criminal misconduct, or (iii) willful misconduct (each, a “Disabling Conduct”). An individual Covered Person shall not have any personal liability to the Partnership or any other Partner by reason of any change in U.S. federal, state, or local income tax laws, or in interpretations thereof, as they apply to the Partnership or the Limited Partners, whether the change occurs through legislative, judicial, or administrative action.

(c)  Any Covered Person may consult with legal counsel, accountants, appraisers, engineers, and any other skilled Person selected by it, and any act or omission by such Covered Person on behalf of the Partnership or in furtherance of the business of the Partnership taken in good faith and in reliance on and in accordance with the advice of such Person shall be full justification for such act or omission, and such Covered Person shall be fully protected in so acting or omitting to act if such Person was selected with reasonable care.

(d)  To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement a Person is permitted or required to make a decision or take an action (i) in its sole discretion or under a similar grant of authority or latitude, the Person shall be entitled to consider such interests and factors as it desires, including its own interests, and shall be entitled to decide or act for any reason or no reason and shall not be required to consider the interests of any other Person; or (ii) in its “good faith” or under another express standard, the Person shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise; provided, that neither clause (i) nor clause (ii) eliminates the General Partner’s implied contractual covenant of good faith and fair dealing; provided, further, that, in making any such decision described in clause (i) or clause (ii), the General Partner shall act consistent with its fiduciary duties to the Limited Partners.

Section 3.06 Indemnification.

(a)  To the fullest extent permitted by law, the Partnership shall and hereby agrees to indemnify, hold harmless, and release (and each Partner does hereby release) each Covered Person from and against any and all claims, demands, damages, liabilities, costs, expenses, including legal fees, losses, suits, proceedings, and actions, whether judicial, administrative, investigative, or otherwise, of whatever nature, known or unknown, liquidated or unliquidated (“Claims”), that may accrue to or be incurred by any Covered Person, or in which any Covered Person may become involved, as a party or otherwise, or with which any Covered Person may be threatened, relating to or arising out of the investment or other activities of the Partnership, or activities undertaken in connection with the Partnership, or otherwise relating to or arising out of this Agreement (“Covered Actions”), including amounts paid in satisfaction of judgments, in compromise or as fines or penalties, and counsel fees and expenses incurred in connection with the preparation for or defense or disposition of any investigation, action, suit, arbitration, or other proceeding (a “Proceeding”), whether civil or criminal (all of such Claims, amounts and expenses covered by this Section 3.05(d) are referred to collectively as “Damages”), except to the extent that such Damages arose from Disabling Conduct to which such Covered Person has pleaded guilty or nolo contendere, or it shall have been determined by a court of competent jurisdiction in a final judgment that such Damages arose from a Disabling Conduct of such Covered Person. Notwithstanding the foregoing, a Covered Person will only be eligible for indemnification pursuant to this Section 3.06 for Claims relating to or arising out of transactions or Covered Actions that took place during the time such Covered Person was a shareholder, officer, director, employee, agent, partner, member, or manager of any of the General Partner or any of its Affiliates. The termination of any Proceeding by settlement shall not, of itself, create a presumption that any Damages relating to such settlement or otherwise relating to such Proceeding arose primarily from Disabling Conduct of any Covered Person. The satisfaction of any indemnification and any saving harmless pursuant to this Section 3.06(a), as and when appropriate under Section 3.06(c), shall be from and limited to Partnership Assets, and no Partner shall have any personal liability on account thereof except to the extent provided in Section 2.08.

(b)  Expenses incurred by a Covered Person in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the Partnership, in the sole discretion of the General Partner, prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the Covered Person to repay the amount advanced to the extent that it shall be determined ultimately by a court having appropriate jurisdiction in the decision that is not subject to appeal, that such Covered Person is not entitled to be indemnified hereunder. The right of any Covered Person to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Covered Person may otherwise be entitled by contract or as a matter of law or equity or otherwise and shall extend to such Covered Person’s successors, assigns, and legal representatives.

(c)  In the event any Covered Person becomes involved in any capacity in any action, proceeding, or investigation brought by or against any Person (including a Limited Partner) in connection with any matter arising out of or in connection with the Partnership’s business or affairs (including a breach by any Limited Partner of this Agreement) and to which such Covered Person may have a right to indemnification hereunder, the Partnership will periodically reimburse such Covered Person for its legal and other expenses (including the cost of any investigation, preparation, defense, or settlement thereof) incurred in connection therewith prior to the final disposition thereof, provided, that such Covered Person shall promptly repay to the Partnership the amount of any such reimbursed expenses paid to it if it shall ultimately be determined, by a court having appropriate jurisdiction in the decision that is not subject to appeal, that such Covered Person is not entitled to be indemnified by the Partnership in connection with such action, proceeding, or investigation as a result of Disabling Conduct.

(d)  Any Covered Person entitled to indemnification from the Partnership hereunder shall obtain the written consent of the General Partner prior to entering into any compromise or settlement which would result in an obligation of the Partnership to indemnify such Person if such Covered Person is other than the General Partner. Additionally, if liabilities arise out of the conduct of the affairs of the Partnership and any other Person for which the Person entitled to indemnification from the Partnership hereunder was then acting in a similar capacity, the amount of the indemnification provided by the Partnership shall be limited to the Partnership’s proportionate share thereof as determined in good faith by the General Partner in light of its fiduciary duties to the Partnership and the Limited Partners.