Legal & Disclosures

Private offerings

Interests in NWX Invest LP are offered only under Rule 506(c) of Regulation D, and only to accredited investors. NWX Invest LP is a Delaware limited partnership formed in 2023. A Form D notice filing has been made with the SEC under CIK 0002017824; a Form D filing is a notice, not a registration, and does not mean the SEC has reviewed or approved the offering. Its general partner is NWX Management LLC. The fund relies on Section 3(c)(1) of the Investment Company Act and is not registered under that Act.

Nothing on this website is an offer to sell or a solicitation of an offer to buy any security. An offering is made solely through its own private placement memorandum, partnership agreement and subscription agreement, to investors eligible to receive them. Where anything on this site differs from those documents, the documents govern. The interests are not registered under the Securities Act of 1933 or under any state securities law; they are offered in reliance on an exemption from registration and may not be resold except as those laws permit.

Who may invest, and how that is verified

Interests are available to accredited investors only, as that term is defined in Rule 501(a) of Regulation D. Rule 506(c) does not permit an investor to self-certify: the issuer must take reasonable steps to verify accredited status before a subscription is accepted.

NWX verifies accredited status before accepting a subscription. Depending on the amount and the investor, that is done through written confirmation from a licensed attorney, certified public accountant, registered broker-dealer or registered investment adviser, or through documentary evidence of income or net worth. Evidence is submitted through the platform and must be approved by two distinct NWX reviewers; no one person can approve alone. An approval starts a 90-day window, after which status must be re-established.

Regulatory status

NWX Management LLC, the general partner, is not an SEC-registered investment adviser. It is not a broker, dealer or funding portal. No securities regulator has approved or disapproved any offering, passed on its merits, or endorsed anything on this website. NWX® is a registered trademark of NWX Capital Group LLC (USPTO Reg. No. 8,390,932); other NWX marks are trademarks used to identify our own services. Whatever rights exist in a name are rights in the name and carry no regulatory meaning of any kind.

No advice, and no adviser relationship

Nothing on this site is investment, legal, accounting or tax advice, and reading it creates no advisory or fiduciary relationship between you and NWX. Whether an investment suits you depends on facts about you that no website has. Consult your own advisers before relying on anything here.

Performance, and the absence of it

Performance is reported by vehicle, not by the group. Each NWX-managed vehicle has its own offering documents, its own reporting period and its own status, and those documents state where it stands — not this page, which cannot stay current with them. Where this website shows no figure for a vehicle, that absence is not a figure: it means nothing is being presented here, and the vehicle's own documents are the place to look. Performance figures in earlier NWX materials are superseded by the documents current at the time you read this.

If results of another NWX-managed vehicle are shown anywhere on this site, they are that vehicle's and not NWX Invest LP's. They are reported by NWX management and are neither audited nor verified by an independent third party. A different vehicle has a different strategy, different fees, different leverage and different terms, and its results are not an indication of what NWX Invest LP will produce. Peer and index figures are total returns as published by their sources, named beside each figure; NWX has not independently verified them. Past performance is no guarantee of future results.

Targets and forward-looking statements

Statements about what may happen — targets, objectives, projections, illustrative allocations such as the 80/20 mix used to explain the thesis — are not guarantees and not commitments. They rest on assumptions that may prove wrong, and they involve known and unknown risks that can make actual results materially different. An illustrative allocation is used to explain a thesis; it is not a committed portfolio weighting.

Investment risk

Private investments are speculative and illiquid. They may involve leverage, concentration, valuation uncertainty, tax complexity, extended holding periods with no ability to redeem, and the loss of the entire amount invested. There is no public market for these interests and none is expected to develop. Each offering's documents set out its own risk factors, and those govern.

Fees, and how we are not paid

The general partner may take a management and administration fee of up to 2% annually. The offering documents state the complete fee and expense schedule, including any performance-based compensation, and they govern. The Form D filed for NWX Invest LP records no sales compensation to any broker-dealer and no finders' fees: NWX pays no one a commission to introduce you to this fund. Where the fund allocates into another vehicle — including vehicles managed by NWX affiliates — that vehicle charges its own management and, in some cases, performance fees, and one of them may pay selling compensation of up to 10% to FINRA-registered broker-dealers on sales of its own interests. Those layers are additional to the fee above and are described in each vehicle's own documents, which govern.

Project status and media

Project status is shown as of the date stated on each profile. Profiles distinguish actual photography from conceptual renderings and case studies, and state the NWX relationship to each asset. Project activity is not investment performance, and nothing in a project profile is an offer.

Client benefits and eligibility

Client-benefit categories are described in that programme's own written terms, and eligibility for a category may depend on the size of an eligible relationship. Where a benefit affects an amount payable — such as a time-limited waiver of a stated fee — it applies only as set out in those written terms and in the offering documents, which govern. Benefits are not a return on, and are not a substitute for, investment performance, and they do not change the risks of any investment. Eligibility, timing, capacity and availability vary, and a benefit may be changed, suspended or withdrawn. The minimum investment in NWX Invest LP is $100,000, as stated in its filed Form D and its offering documents. Other amounts shown on this site refer to client-benefit categories, not to investment minimums.

Tax, and the Opportunity Zone rules

NWX does not provide tax advice. Tax treatment depends on your own circumstances and on rules that change, including those applying to qualified opportunity funds. Any tax outcome described on this site is general information, not a prediction of your result, and should be checked with your own adviser against the offering documents.

Third-party marks, data and ratings

Names and marks belonging to other companies appear on this site only to identify their products or services and are not a claim of partnership, sponsorship or endorsement in either direction. Market data is attributed to its publisher. Where a rating, seal or accreditation appears, it is shown with a link to the issuer's own record so you can check it there rather than take our word for it.

Where these materials are directed

This website is directed at persons in the United States. It is not directed at any person in a jurisdiction where publishing or making it available would be contrary to local law, and if you access it from such a place you do so on your own initiative and are responsible for the law that applies to you. This page is published in English; the Portuguese and Spanish versions of this website are provided as a convenience.