Investors

The San Diego Middlemarch Fund provides equity investments for the construction of rental housing units affordable to San Diego County families earning an average wage.

How are the investments structured?

Investments are typically structured as a fixed preferred return with repayment at first liquidity event, but with no voting rights or profit share. The following is a sample financing structure for a project with $20 million in total project cost:

Bank construction loan

$14,000,000

Middlemarch Equity

$5,000,000

Class A Equity

$1,000,000

Why is the Middlemarch
Fund offering this investment?

  • San Diego County is experiencing a housing crisis. Funding sources exist for affordable housing (<80% AMI), and market rate housing (>120% AMI), but nothing has worked for the creation of housing for middle-income families - until now.
  • The Middlemarch fund is capitalized by social impact investors that accept lower returns in exchange for financing projects that provide long-term affordability of units for mixed-use projects that promote racial equity, balanced communities, and improved health outcomes.

Investment Terms

Project Type:

Rental Housing, New Construction

Project Location:

San Diego County

Investment Size

$1 million to $8 million
(typical project size $10 to $30 million)

Preferred Return:

Targeted 5-8%

Payment Terms:

Fixed, simple interest repaid at liquidity event. Funds due upon capital call.

Profit Sharing:

None

Voting Rights:

None

Collateral

Per negotiated subscription agreement

Deed Restrictions:

30-year restriction at or below 120% AMI with annual inflation factor

Capitalization/Subscription Commitment

  • Minimum capitalization of $20 million. Target capitalization is $50 million.
  • Minimum Subscription Commitment: $1 million (or less but only if so approved by the Managing Member).

Drawdown/Investment Period

  • Investor’s capital committed, but not contributed until capital call (to occur within one year of commitment).
  • Middlemarch Fund shall operate for a term of seven years and can be extended to facilitate the realization of investments for up to three one-year periods by the Managing Member.
  • During the drawdown/investment period, proceeds returned to investors within 24 months of investment that constitute a return of capital may be reinvested.

Management Fees

Asset management fee is 2.0% per annum payable quarterly on the aggregate contributed capital less capital returned from the sale or refinancing of projects.

Additional Capital

There shall be no requirement to make additional capital contributions in excess of an investor’s commitment. 

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.

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San Diego Middlemarch Fund LLC (the “Middlemarch Fund”) is a Delaware limited liability company managed by Norwood Development Strategies and advised by Civic Community Ventures.