⚠️ FOR ACCREDITED INVESTORS ONLY β€” This offering is made pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933. Securities offered herein have not been registered under the Securities Act or any state securities laws and may not be offered or sold absent registration or an applicable exemption.

The Architectural Blueprint

Smart Equity Exposure + Active Alpha Overlay

A tax-efficient structure designed for qualified U.S. and international investors seeking U.S. market participation with an active return engine.

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Strategic Investment Architecture

Sharpe Price AI Capital is a U.S.-managed private investment fund designed to address the "tax friction" problem for qualified investors while seeking to track the S&P 500 Index performance plus additional alpha generation through active trading strategies.

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The Innovation

The Fund maintains permanent, tax-efficient long equity exposure Layer 1 while utilizing portfolio buying power to execute a market-neutral intraday trading strategy Layer 2.

S&P 500 Long-term Growth
+
Alpha Engine Active Returns
=
Tax-Efficient Enhanced Returns

This "Dual-Engine" approach allows investors to participate in the long-term growth of the U.S. economy (S&P 500) while seeking additional returns from short-term volatilityβ€”all within a structure intended to potentially reduce U.S. withholding taxes.

⚠️ The tax strategies described involve significant uncertainty. The IRS has not ruled on these positions. Different investors may experience different tax treatment. This is NOT tax advice. You MUST consult your own tax adviser before investing.

The Dual-Layer Strategy

We separate "Beta" (Market Exposure) from "Alpha" (Active Returns) to optimize for tax efficiency and growth.

LAYER 1: THE FOUNDATION

Passive Equity Core

100% Net Long Exposure

The Asset: Roundhill S&P 500 No Dividend ETF (XDIV) or Berkshire Hathaway (BRK.B).

The Role: Provides permanent exposure to the U.S. equity market.

The Tax Strategy: These assets generally do not pay dividends. The intent is to seek returns primarily through price appreciation rather than distributable income, which may reduce withholding tax obligations for foreign LPs. Tax treatment is not guaranteed and depends on individual circumstances.

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LAYER 2: THE OVERLAY

Active Trading Engine

Market-Neutral Intraday

The Asset: Leveraged ETFs (such as TQQQ/SQQQ).

The Role: Uses portfolio margin to trade intraday volatility without directional bias.

The Risk Control: Zero Overnight Leverage. All active trading positions are closed by 4:00 PM ET. The Fund never holds leveraged ETFs overnight.

The Objective: Enhanced Index Exposure

The Fund seeks to provide investors with exposure to the S&P 500 plus the potential for additional returns from the trading overlay. There is no guarantee that these objectives will be achieved. Investment involves risk of loss.

Governance & Administration

πŸ›‘οΈ The "Dual-Control" Banking Standard

To protect investor capital, the Fund utilizes a Dual-Control Treasury System administered by Hedge Fund Protector, LLC.

  • Independent Verification: All cash movements must be approved by the Administrator.
  • Transparency: Independent NAV calculation by the Administrator.

Investment Manager

JCFI Partners LLC
Strategy & Manager

Fund Administrator

Hedge Fund Protector, LLC
Back-office & Controls

Legal Counsel

Thomas Cook, Esq.
Fund Formation

Technology Partner

TranslateStocks.com
Execution Software

JCFI Partners LLC is not registered as an investment adviser under federal or state law. The fund operates under an exemption available to advisers managing solely private funds with assets under management below applicable thresholds. Form D will be filed with the SEC within 15 days of the first sale of securities.

πŸ”’ Compliance & Risk Management Framework

Regulatory Compliance

  • Written Compliance Manual: Documented policies and procedures with annual review
  • Form D Filing: SEC filing within 15 days of first sale, with amendments as required
  • Blue Sky Compliance: State notice filings managed by Fund Administrator
  • AML Officer: Designated compliance officer with risk-based procedures

Custody & Audit Controls

  • Qualified Custodian: Fund assets held by qualified custodian with segregated accounts
  • Independent Audit: Annual audit by independent public accounting firm
  • Surprise Examinations: Custodial controls subject to periodic surprise audits
  • NAV Verification: Monthly independent pricing and monthly NAV certification

πŸ“‹ Access to Fund Documents

Comprehensive Documentation: Upon verification of accredited investor status, qualified investors receive immediate access to: Private Placement Memorandum (PPM), Subscription Agreement, Operating Agreement, most recent audited financials, performance track record with independent verification, risk disclosure supplement, and detailed conflict-of-interest policies and procedures.


βœ… Investor Verification Process

Third-Party Verification: Accredited investor status verified through ParallelMarkets.com, VerifyInvestor.com, or equivalent licensed service. All investors must provide third-party verification of accredited status, no exceptions.

Who Qualifies as an Accredited Investor:
  • Individual income >$200,000 ($300,000 joint) for past 2 years with reasonable expectation of same for current year
  • Net worth >$1,000,000 (excluding primary residence)
  • Series 7, 65, or 82 license holders in good standing
  • Entities with assets >$5,000,000 not formed specifically to invest in the Fund

Verification required before access to subscription materials. Additional qualification categories may apply per Rule 501(a).

🎯 Live Technology Demonstration & Material Conflicts Disclosure

Dual Purpose Structure

This fund serves dual purposes:

  1. Generate returns for accredited investors
  2. Provide real-market validation of TranslateStocks.com execution technology under institutional conditions

DUAL ROLE DISCLOSURE: The Manager, Carlos Martins, MSc., is the founder of both TranslateStocks.com and JCFI Partners LLC. This structure allows the fund to operate as a live proving ground for the software while subjecting it to:

  • Real capital risk
  • Independent NAV calculation
  • Third-party administrator oversight
  • Actual market conditions with real slippage/costs

SOFTWARE LICENSING ARRANGEMENT: Software licensing fees are charged at arm's-length commercial rates. The Fund Administrator independently verifies that software fees are consistent with market rates. Investors benefit from priority access to production-tested technology.

MARKETING USE DISCLOSURE: The Fund's trading results, performance data, and operational metrics may be used for marketing purposes by the TranslateStocks.com software platform to demonstrate the software's capabilities to prospective customers. Investors should be aware that this arrangement may create an incentive to present performance in a favorable light.

CONFLICT MANAGEMENT: To mitigate these conflicts, the Fund implements comprehensive safeguards: (1) Independent verification of all related-party transactions and fees by qualified Fund Administrator, (2) Arm's-length commercial terms identical to unaffiliated platform users, with pricing validated against market comparables, (3) Separate legal entities with independent boards and decision-making processes, (4) Annual independent audit review of all related-party transactions, (5) Detailed conflict disclosure in PPM with ongoing reporting to investors, (6) No preferential access to software features, support, or proprietary trading signals.

RISK CONSIDERATION: These relationships mean that Mr. Martins has financial interests in both the Fund's success and the commercial success of TranslateStocks.com. Prospective investors should consider whether these dual interests could affect investment decisions or reporting.

Learn More About TranslateStocks.com Technology β†’

Investor Access & Documentation

πŸ“š Comprehensive Fund Documentation

Upon completion of accredited investor verification, qualified investors receive immediate access to complete fund documentation including:

Legal Documents

  • Private Placement Memorandum (PPM)
  • Subscription Agreement & Operating Agreement
  • Detailed Risk Disclosure Supplement
  • Conflict-of-Interest Policies & Procedures

Financial & Performance Data

  • Audited Financial Statements (Annual)
  • Independent Performance Track Record
  • Monthly NAV Reports & Portfolio Statements
  • Custodial & Administrator Certifications

Accredited investor verification required β€’ Documents provided within 24 hours

Fund Terms

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Performance Benchmark

Primary Benchmark: S&P 500 Total Return Index (SPX). Performance measured against S&P 500 for comparative purposes.

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2% Management Fee

Standard annual fee on AUM to cover administration and operations.

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20% Performance Fee

Paid only on new profits above High-Water Mark. Performance fees reset the high-water mark for future calculations.

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$50k Minimum

Accessible entry for verified accredited investors (Rule 506c). Same minimum for additional investments.

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Monthly Redemptions

30-day written notice required. First redemption available after 12-month lock-up period.

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Monthly Statements

Portfolio statements by 10th of following month. Annual K-1 tax forms by March 15th.

🌍 International Investor Notice

The Fund accepts accredited investors from the United States and select international jurisdictions. Foreign investors must:

  • Provide certification of tax residency and accredited investor status
  • Confirm they are not residents of prohibited jurisdictions
  • Acknowledge potential tax reporting obligations in their home country
  • Complete enhanced KYC/AML documentation

PROHIBITED JURISDICTIONS: The Fund does not accept investors from countries subject to U.S. economic sanctions (including Iran, North Korea, Syria, Cuba) or where such investment would violate local law. Foreign investors should consult with their own tax and legal advisers regarding the tax consequences in their home jurisdiction.