Disclosures
The following disclosures apply to all information presented on mjrwave.com, in MajorWave marketing materials, and in correspondence with prospective and existing limited partners.
1. No Offer or Solicitation
Nothing on this website constitutes an offer to sell, or a solicitation of an offer to buy, any security. Any offering of interests in a fund sponsored by MajorWave, LLC or its affiliates (each a "MajorWave Fund") is made only by (a) a confidential private placement memorandum (PPM), (b) a limited partnership agreement (LPA), and (c) a subscription agreement, in each case delivered directly to eligible investors, and only in jurisdictions where such offering is permitted by law. In the event of any conflict between this website and the definitive offering documents, the definitive offering documents govern.
2. Eligible Investors
MajorWave Funds are offered exclusively to (i) "accredited investors" as defined under Rule 501 of Regulation D under the Securities Act of 1933, as amended, and (ii) "qualified purchasers" as defined under Section 2(a)(51) of the Investment Company Act of 1940, as amended, or such other investor categories permitted under applicable non-U.S. private-placement regimes. The MajorWave Funds have not been, and will not be, registered under the Securities Act, the Investment Company Act, or the securities laws of any state or non-U.S. jurisdiction.
3. Risk of Loss
Investment in a MajorWave Fund involves significant risks, including risks of illiquidity, leverage, market and interest-rate risk, real-estate-specific risk, operational risk, concentration risk, tenant and occupancy risk, valuation risk, tax risk, and the risk of loss of the entire amount invested. Prospective investors should review the "Risk Factors" section of the applicable PPM carefully and should consult their own advisors before subscribing.
4. Past Performance
Past performance is not indicative of, and does not guarantee, future results. Any projections, targets, or estimates of return — including net IRR targets, occupancy targets, RPSF trajectories, ECRI capacity, cap-rate exit assumptions, or platform-scale statistics — are based on assumptions that may not be realized. There can be no assurance that any MajorWave Fund will achieve its objectives or that investors will receive a return of capital.
5. Forward-Looking Statements
Statements on this website that are not historical facts are forward-looking statements, subject to significant business, economic, competitive, regulatory, and other risks and uncertainties. Words such as "target," "expect," "anticipate," "intend," "plan," "believe," "may," and similar expressions identify forward-looking statements. Actual results may differ materially. MajorWave undertakes no obligation to update forward-looking statements.
6. Fees, Expenses & Conflicts of Interest
Each MajorWave Fund's carried interest, preferred return, expense allocation, and conflict-of-interest procedures are set forth in the applicable LPA and PPM. MajorWave Funds do not charge an LP-level management fee; sponsor economics are earned solely through carried interest above the preferred return. Certain MajorWave affiliates may receive property-management, technology, and service fees from portfolio facilities. Any such affiliate arrangements are disclosed in the applicable offering documents and are reviewed by the LP advisory committee established at each fund's first close.
7. GP Commitment & Clawback
General partner principals commit two percent (2%) of total fund commitments across each MajorWave Fund. Thirty percent (30%) of carried interest is held in escrow throughout each fund's term with full clawback obligations. Detailed mechanics — including timing of vesting, escrow release triggers, and clawback calculation methodology — are set forth in the LPA.
8. Independent Service Providers
Auditor: PricewaterhouseCoopers LLP · Fund administrator: independent third-party administrator engaged at each fund's first close · Legal counsel: LePore Law Group · Custodian: engaged at each fund's first close and disclosed in the LPA. Independent service providers do not endorse any MajorWave Fund.
9. Valuation
Portfolio investments are valued at least quarterly in accordance with the valuation policy set forth in each LPA. The MajorWave Valuations team prepares the recommended mark; the Chief Financial Officer ratifies; the annual valuation is subject to independent third-party review. Valuations reflect estimates and may differ from prices ultimately realized on disposition.
10. Marketing Rule Compliance (Rule 206(4)-1)
All materials on this website have been reviewed for compliance with the SEC Marketing Rule (Rule 206(4)-1 under the Investment Advisers Act of 1940). Testimonials, endorsements, third-party ratings, hypothetical performance, and predecessor performance, if any, are presented in accordance with the Rule's requirements. Contact the Chief Compliance Officer at [email protected] for detail.
11. Jurisdiction Notice
This website is directed to residents of the United States. Persons located outside the United States who access the website are responsible for compliance with the laws of their jurisdiction. Interests in MajorWave Funds may not be offered, sold, or transferred in certain jurisdictions.
12. Trademarks
"MajorWave," the MajorWave wordmark, and the wave logo are trademarks of MajorWave, LLC. All other trademarks are the property of their respective owners.
13. Contact
Investor Relations: [email protected]
Compliance: [email protected]
MajorWave, LLC · 1910 Pacific Ave, Suite 2000, Dallas, TX 75201