Introduction

The Closed Private Investment Network (CPIN) is an exclusive, invitation-only investment community developed by Temple Rose Holding Company Inc. CPIN is more than just an investment platform—it is a family of sophisticated and accredited investors brought together by a shared vision of cooperative group economics and community-driven growth. Designed to provide access to curated investment opportunities, CPIN offers a space where love, trust, and unity guide collective success.

Using a legally compliant structure that operates under the Section 4(a)(2) exemption of the Securities Act, CPIN allows its members to invest in Special Purpose Vehicles (SPVs) created for specific investment opportunities, such as secured bond offerings or real estate investments. CPIN’s members grow together, not only benefiting from individual returns but also contributing to community impact.

Key Features of CPIN

1. Exclusive Membership
• CPIN is an invitation-only network, meaning that all members are either sophisticated or accredited investors. Every member is invited based on a pre-existing relationship, ensuring the community maintains a high level of trust and familiarity. This closed nature allows CPIN to offer exclusive investment opportunities unavailable to the public.
2. Parent Investment Club (PIC) and Series Investment Clubs (SICs)
• CPIN is structured using a Wyoming Series LLC framework, with The BNIC Network LLC acting as the Parent Investment Club (PIC). The PIC is responsible for creating Series Investment Clubs (SICs), allowing for liability segregation and efficient management. The PIC also serves as the General Partner (GP) for each investment opportunity.
3. Curated Investment Opportunities (IOs)
• CPIN members have access to carefully curated Investment Opportunities (IOs), presented through SPVs. These IOs are typically angel-like investments reserved for venture capitalists or institutional investors, now made accessible to CPIN members. Each SPV is created to manage a specific IO, such as secured bond offerings or real estate investments.
4. SPV Structure and Roles
• The PIC serves as the General Partner (GP) of each SPV, managing the operations and ensuring compliance. CPIN members invest as Limited Partners (LPs), receiving a Preferred Return on Investment (ROI). 10% of the gross profit goes to the GP as a fee for managing the SPV. Next, the LPs receive the Preferred ROI, and once that is satisfied the remaining profits are divided between the GP and LPs.
5. Preferred ROI and Profit Sharing
• Each IO comes with a Preferred ROI for the LPs, guaranteeing that members receive a minimum return before the GP receives a share of the profits that are greater than the Preferred ROI. The LPs’ gross profit amounts are allocated as follows:
• 1% to administrative costs associated with the CPIN
• 10% donated to a 501(c)(3) nonprofit of the investor’s choice
• 9% allocated to the referral network under CPIN’s residual referral program
• The remaining net profit (80% of LPs’ gross profit) to the LPs, ensuring a significant net profit for investors.
6. Cooperative Group Economics and Residual Referral Program
• CPIN operates under the principle of cooperative group economics. Members are encouraged to invite others into the network and are rewarded through the residual referral program, where 9% of the LPs’ gross profits are shared with the LP’s referral network of members. This creates a community-driven financial model that benefits everyone.
7. Education for Sophisticated Investors
• Members must complete an educational module titled How to Evaluate an Investment Opportunity, equipping them to make informed decisions. Upon completion, members are considered sophisticated investors, giving them access to a broader range of IOs. The CPIN also provides extensive ongoing educational modules to assist members with reaching their financial goals.
8. Compliance with Section 4(a)(2) Exemption
• CPIN operates in compliance with the Section 4(a)(2) exemption, allowing for private offerings without public registration. All members are invited based on pre-existing relationships, and there is no general solicitation or public advertising allowed.

The Role of the General Partner (PIC)

The BNIC Network LLC, acting as the GP, is responsible for:

• Managing SPV operations, including governance, financial oversight, and regulatory compliance.
• Setting the Preferred ROI for LPs based on market conditions and the Investment Opportunity.
• Distributing profits, ensuring that LPs receive their Preferred ROI first, followed by any additional profits shared according to the agreed structure.

How CPIN Works

1. Invitation and Onboarding
• Potential members are invited by existing members. After completing an application and the educational module, they are onboarded into the network.
2. Access to Investment Opportunities (IOs)
• Once a member, investors gain access to curated IOs presented by the PIC. Each IO is managed through an SPV, with LPs receiving a Preferred ROI and sharing in the profits.
3. SPV Creation and Investment Process
• For each IO, the PIC creates an SPV, acting as the GP. Members invest as LPs, and profits above the Preferred ROI are shared between the GP and LPs.
4. Profit Distribution
• Profits are distributed according to the structure, with 80% going to LPs after deductions for administration, donations, and residual referral distributions.

Benefits of CPIN for Investors

1. Exclusive Access to High-Quality Deals
• Members have access to exclusive investment opportunities, typically unavailable through public channels.
2. Informed Decision-Making
• The educational module ensures that all members are sophisticated investors capable of making informed decisions.
3. Transparency and Trust
• The self-dealing structure is fully transparent, with members aware of how profits are distributed and how SPVs are managed.
4. Alignment of Interests
• The GP’s equity stake and profit-sharing structure ensure that the GP’s financial interests are aligned with those of the LPs, motivating the GP to maximize returns for all. The GP doesn’t charge any upfront or ongoing fees for management of the SPV, but instead makes it money on the backend strictly from the profit generated by the SPV: Performance-based Compensation.

Who Can Join CPIN?

• Sophisticated Investors who have completed the educational module and demonstrated an ability to evaluate complex IOs.
• Accredited Investors who meet the legal standards and are invited by existing CPIN members.
• All members must support the vision of building a future where self-sufficiency and economic empowerment are accessible to everyone. This commitment to community-driven growth is a core value of CPIN and its members.
• All applications are reviewed and approved by the Parent Investment Club (PIC) to ensure alignment with the principles and goals of the network.

Conclusion

The Closed Private Investment Network (CPIN) is an exclusive, invitation-only community built on love, trust, and shared success. By focusing on cooperative group economics, CPIN offers sophisticated and accredited investors the opportunity to grow together, sharing in both financial rewards and community impact. Through CPIN, members access exclusive, high-value investment opportunities, contribute to meaningful causes, and benefit from a transparent, trusted platform.

For more information or to join CPIN, please contact The BNIC Network LLC at Info@TheBNIC.com or 661-524-6674.