This summary of investment strategy does not constitute an offer to sell you a security, or a solicitation of an offer by you to purchase a security. No offer to sell or solicitation of an offer to buy may be made prior to the delivery of definitive documentation relating to a proposed investment (collectively, the “Offering Materials”), including, in most cases,
(1) an offering circular or private placement memorandum describing the investment opportunity and the rights, preferences and obligations attached to the security being offered,
(2) an operating or similar agreement governing operation of the business entity being formed and defining the rights of equity owners, and
(3) a form of subscription agreement governing your formal offer to subscribe for an equity interest in the San Diego Middlemarch Fund or any related or associated entity.