Disclosures

General Disclaimer

This website is provided for informational purposes in connection with an offering of securities made pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended. Securities are offered exclusively to verified accredited investors. Any investment will be made only by means of a confidential Private Placement Memorandum (“PPM”) and related subscription documents, which should be read in their entirety before investing. In the event of any inconsistency between the information on this website and the PPM, the PPM shall control.

Accredited Investor Requirement

Interests in Marmot Industrial Income Fund I, LP (the “Fund”) are offered pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended, and are available exclusively to “accredited investors” as defined in Rule 501(a). As required by Rule 506(c), the Fund will take reasonable steps to verify the accredited investor status of each investor prior to any sale of securities. Acceptable verification methods include, but are not limited to: (i) review of IRS forms such as W-2s, tax returns, or Form 4506-C for the two most recent years; (ii) written confirmation from a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or certified public accountant; or (iii) third-party verification services. Self-certification alone is not sufficient under Rule 506(c).

Risk Factors

An investment in the Fund involves a high degree of risk and is suitable only for sophisticated investors who can bear the economic risk of a complete loss of their investment. The following risk factors, while not exhaustive, should be carefully considered:

• Illiquidity: Interests in the Fund are illiquid and are not freely transferable. There is no public market for the interests, and none is expected to develop. Investors should be prepared to hold their investment for the full term of the Fund.
• Loss of Capital: There is no guarantee that investors will receive a return of their capital contribution. The Fund may lose some or all of its invested capital.
• Real Estate Market Risk: The value of real estate assets can be affected by changes in national, regional, or local economic conditions, interest rates, tax laws, governmental regulations, demographic trends, and environmental conditions.
• Leverage Risk: The Fund intends to use leverage (borrowed funds) to finance acquisitions. The use of leverage magnifies both potential gains and potential losses and increases the risk of loss of invested capital.
• Tenant Risk: The Fund’s income depends on the ability of tenants to meet their lease obligations. Tenant defaults, vacancies, or bankruptcies could materially and adversely affect the Fund’s performance.
• Concentration Risk: The Fund’s investments are concentrated in industrial flex properties in tertiary U.S. markets. This concentration subjects the Fund to greater risk than a more diversified investment portfolio.
• Interest Rate Risk: Changes in interest rates may affect the Fund’s borrowing costs and the value of its investments.
• Regulatory Risk: Changes in federal, state, or local laws, regulations, or policies (including tax laws, zoning regulations, and environmental regulations) could adversely affect the Fund.
• Conflicts of Interest: The General Partner and its affiliates may have conflicts of interest in connection with the management of the Fund.
• Limited Operating History: The Fund has limited operating history upon which to evaluate its likely performance.

A more comprehensive discussion of risk factors is contained in the PPM. Prospective investors should carefully review all risk factors before making an investment decision.

Performance Projections

All projected returns, target IRRs, preferred returns, equity multiples, capitalization rates, and other financial metrics referenced on this website are targets only and are not guarantees of future performance. These projections are based on assumptions that may or may not be realized and are subject to significant uncertainty. Actual results may differ materially from projections due to a wide range of factors, including but not limited to market conditions, interest rate changes, tenant performance, property operations, and macroeconomic conditions.

Past performance of Marmot Properties, LLC, its principals, or any prior investment vehicles is not indicative of future results. No representation is made that any investment will, or is likely to, achieve profits or losses similar to those shown or described.

Tax Considerations

The tax benefits described on this website are general in nature and are not intended as tax advice. The availability and value of tax benefits depend on each investor’s individual tax situation. Tax laws are complex and subject to change, and any such change could adversely affect the tax consequences of an investment. Investors should consult their own tax advisors regarding the specific tax consequences of an investment in the Fund, including the effects of federal, state, local, and foreign tax laws.

The Fund intends to deliver Schedule K-1 forms to investors annually. Each investor is responsible for their own tax reporting obligations.

Fee Disclosure

The Fund charges management fees, acquisition fees, and other fees and expenses as described in detail in the PPM and Limited Partnership Agreement. These fees and expenses will reduce the net returns realized by investors. Investors should carefully review the fee structure in the Offering Documents before investing.

Pipeline Deals

The pipeline deals and acquisition targets described on this website are illustrative examples only and do not represent current binding commitments or agreements. The Fund may or may not ultimately acquire any of the properties described. Deal terms, pricing, and availability are subject to change. The inclusion of pipeline examples does not constitute a guarantee or representation that similar deals will be available or that the Fund will achieve similar terms.

No Registration

The interests in the Fund have not been registered under the Securities Act of 1933, as amended, or any state securities laws. The interests are being offered and sold in reliance upon the exemption from registration provided by Rule 506(c) of Regulation D. While Rule 506(c) permits general solicitation and general advertising, all purchasers must be verified accredited investors. The interests may not be transferred or resold except as permitted under the Securities Act of 1933 and applicable state securities laws, pursuant to registration or an applicable exemption therefrom.

Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved these securities or determined if this website or any related materials are truthful or complete. Any representation to the contrary is a criminal offense.

Third-Party Information

Certain information contained on this website has been obtained from sources believed to be reliable, but Marmot does not guarantee the accuracy, completeness, or timeliness of such information. Market data, industry statistics, and demographic information referenced on this website are derived from third-party sources and are subject to change without notice.

Contact Information

For questions regarding these disclosures or to request a copy of the Private Placement Memorandum, please contact: