Mixed FIS and Realty Fund – Downtown Asset Mgmt PLLC

Offering Memorandum

I. TERMS OF THE AGREEMENT

PARTIES TO THE AGREEMENT. THIS AGREEMENT FOR THE PURCHASE OF SECURITIES IS NOW ENTERED BETWEEN DOWNTOWN ASSET MGMT PLLC (HEREIN AS “ISSUER”, “SELLER”, “WE”, “US”, “OUR”, “OURS”, “MIXED FIS AND REALTY FUND”, “MIXED FIS FUND”, OR “THE FUND”) AND ITS CUSTOMER, (HEREIN AS “PURCHASER”, “YOU”, “YOUR”, OR “YOURS”).

ISSUER’S MANAGING PERSONNEL. DOWNTOWN ASSET MGMT PLLC’S MIXED FIS AND REALTY FUND TRADE DESK IS MANAGED BY HEAD TRADER THOMAS MADISON GLIMP, Q.R.M.

MR. GLIMP IS A CLASICALLY TRAINED ECONOMIST OF ORDINARY SKILL IN THE DISCIPLINE OF FINANCIAL ENGINEERING. MR. GLIMP ACQUIRED QUALIFICATIONS AS A FINANCIAL ENGINEER THROUGH STUDY UNDER JOHN MILLER, MSc-FIN OF CHICAGO BOARD OPTIONS EXCHANGE AND GOLDMAN SACHS. MR. MILLER IS A DISCIPLE OF GOLDMAN SACHS’ FIXED-INCOME INNOVATOR AND COLUMBIA UNIVERSITY FINANCIAL ENGINEERING DEPARTMENT FOUNDER EMMANUEL DERMAN AND DERMAN’S COLLEAGUES FROM GOLDMAN SACHS, DR. FISCHER BLACK AND DR. WILLIAM TOY.

MR. MILLER PASSED FAVORABLY UPON MR. GLIMP’S KNOWLEDGE OF FIXED INCOME FINANCE IN A COMPETITIVE INSTITUTIONAL RESEARCH ENVIRONMENT AT THE CHICAGO MERCANTILE EXCHANGE’S FUNDAMENTAL SKILLS LAB IN THE LIAUTAUD GRADUATE COLLEGE OF BUSINESS. BEFORE ATTENDING THE LIAUTAUD BUSINESS COLLEGE, MR. GLIMP OBTAINED A CUM LAUDE BA IN ECONOMICS FROM THE UNIVERSITY OF ILLINOIS AT CHICAGO. WHILE PREPARING FOR TRADE, MR. GLIMP STUDIED UNDER ALUMNI FROM HARVARD ECONOMICS, COLUMBIA STATISTICS, NORTHWESTERN ECONOMICS, AND THE UNIVERSITY OF CHICAGO’S BOOTH SCHOOL OF BUSINESS. MR. GLIMP’S RECENT EMPLOYMENT EXPERIENCES INCLUDE TIME WITH ALLOYED ENTERPRISES CORP., BLOCH ROTHMAN & ASSOCIATES, CAMPBELL KILLIN BRITTAN & RAY, AND COHEN LLC.

MR. GLIMP HAS PREVIOUSLY SERVED AS AN ADVISOR TO A PARTNER OF THE LAW FIRM OF TENNEY & BENTLEY WHERE ABRAHAM LINCOLN PRACTICED LAW. MORE RECENTLY, HE SERVED AS PARALEGAL TO PRESIDENT TRUMP IN A CONTROVERSY BEFORE THE COLORADO SUPREME COURT. WHILE WORKING AT COHEN LLC, MR. GLIMP CONDUCTED AN ATTORNEY TRUST ACCOUNT AUDIT FOR THE COLORADO SUPREME COURT’S ATTORNEY REGISTRATION AND DISCIPLINARY COMMISSION. IN 2017, HARVARD UNIVERSITY NAMED ITS ECONOMICS DEPARTMENT CHAIR TENURE SEAT FOR MR. GLIMP’S FAMILY.

DOWNTOWN ASSET MGMT PLLC’S MIXED FIS FUND TRADE DESK IS SUPPORTED BY RISK MONITORS DR. PAUL WHITAKER, MR. VICTOR IRECHUKWU, AND MR. MUBARAK OLUKOTUN.

DR. WHITAKER RESIDES IN CHATTANOOGA, TN AND HOLDS A PhD IN PHYSICS FROM TULANE UNIVERSITY. FROM 2021-2025, PAUL WORKED AS A QUANT ANALYST FOR BANK OF AMERICA.

MR. IRECHUKWU RESIDES IN BETHEDSA, MD. HE IS A PUBLISHED EXPERT IN ORDINARY DIFFERENTIAL EQUATIONS WHO HAS WORKED AS LEAD ENGINEER AT THE FINTECH FIRM ONEPIPE.IO FOR NEARLY TEN YEARS.

MR. MUBARAK OLUKOTUN RESIDES IN NEW YORK, NY. HE HAS A BA IN MATH AND PHILOSOPHY FROM YALE. MUBARAK HAS WORKED AT QUICKEN, NOMURA ASSET MANAGEMENT, AND REVERTURE.

INVESTMENT PROGRAM. THE MIXED FIS FUND IS AN INVESTMENT VEHICLE THAT RELIES ON AN ARRAY OF FIXED-INCOME INVESTMENT STRATEGIES EFFECTED IN CONFORMANCE WITH PRUDENTIAL RISK MANAGEMENT STANDARDS ESTABLISHED BY THE FINANCIAL STABILITY OVERSIGHT COMMITTEE.

SPECIFIC INVESTMENT STRATEGIES WE ARE PREPARED TO EFFECTUATE INTERNALLY INCLUDE HIGH-FREQUENCY DURATION NEUTRAL HEDGING WITH TREASURY BONDS AND TREASURY BOND FUTURES, HIGH-FREQUENCY DURATION NEUTRAL HEDGING WITH MORTGAGE-BACKED SECURITIES, AND HIGH-FREQUENCY BASIS HEDGING WITH CORPORATE BONDS AND COVERING OPTIONS.

WE ANTICIPATE PLACING SURPLUS CAPITAL INTO LESS LIQUID INVESTMENTS INCLUSIVE OF RESIDENTIAL REAL ESTATE, COMMERCIAL REAL ESTATE, AND ENVIRONMENTAL RECLAMATION REAL ESTATE. LESS LIQUID INVESTMENTS ARE TO BE MANAGED THROUGH STRATEGIC PARTNERSHIPS, AND IN SOME CASES PARTNERSHIPS WITH INVESTORS.

SHOULD WE DEEM IT APPROPRIATE, WE MAY ALSO ENLIST THIRD-PARTY ASSET MANAGERS WHO DEAL IN RISK-NEUTRAL SECURITIES AND SECURITIES FUTURES HEDGING TO MANAGE UN- OR UNDER-PRODUCTIVE CAPITAL.

RISK FACTORS. THE MIXED FIS AND REALTY FUND HAS A CONSERVATIVE APPETITE FOR RISK. ACTIVITY IN THE FIXED-INCOME SPACE IS CONFINED TO DEBT INSTRUMENTS ASCRIBED A P-1 RATING BY MOODY’S. TRADE IN THE SECURITIES-FUTURES SPACE IS LIMITED TO BROAD-BAND INDEXES LIKE THE S&P 500 AND OTHER FIXED INCOME PRODUCTS. WHEN WE WRITE COVERED CALLS AGAINST CORPORATE BONDS, WE USE P-1 RATED NOTES AS THE UNDERLYING.

EACH POSITION THE FUND’S TRADE DESK ENTERS IS CALCULATED TO ACCOUNT FOR SPECIFIC RISK FACTORS. PARAMETERS THAT WE TAKE INTO CONSIDERATION BEFORE PLACING EACH TRADE INCLUDE BUT ARE NOT LIMITED TO THE FOLLOWING:

AGGREGATE VALUE AT RISK: WE USE HISTORICAL DATA TO MEASURE THE POTENTIAL FOR CATACLYSMIC CHANGE TO ADVERSELY AFFECT OPEN POSITIONS. THOUGH HIGH-FREQUENCY TRADE METHODOLOGIES THAT ADJUST POSITION BASIS AS MARKET CONDITIONS SHIFT LIMIT EXPOSURE TO MANY SOURCES OF MARKET RISK, WE NONETHELESS EVALUATE MAXIMUM FORESEEABLE LOSS BY ACCOUNTING FOR COSTS OF PERFORMANCE BONDS RELATIVE TO RECENT AND DISTANT HISTORICAL PRICE VARIANCE.

POSITION LIMIT: IN ADDITION TO HISTORICAL DATA, WE EXAMINE THE IMPLICATIONS OF FORESEEABLE INTRA-DAY VARIANCE FOR EACH TRADE THAT WE ENTER. THOUGH UTILIZATION OF HIGH-FREQUENCY HEDGING THAT LIQUIDATES ASSETS RATHER THAN ACCUMULATING MORE AND MORE POSITION RISK LIMITS POSITION RISK, MEASURING ANTICIPABLE VARIATION IN PRICE CONSTRAINS OUR EXPOSURE TO POSITION RISK.

BASIS OVERLAY: DOWNTOWN ASSET MGMT PLLC’S TRADE DESK EFFECTS HEDGES WITH COMBINATIONS OF SPOT AND FUTURE NOTES OR SPOT BONDS AND INSURING OPTIONS. THESE PAIRS ARE INTENTFULLY PURCHASED IN QUANTITIES THAT POSSESS OFFSETTING SENSITIVITIES TO CHANGES IN INTEREST. THE RESULTS OF THIS PRACTICE ARE THAT WHEN PRICES CHANGE, OUR POSITIONS REMAIN OF NEAR-CONSTANT VALUE. IF A POSITION AVAILABLE IN THE CONSOLIDATED LIMIT ORDER BOOK EXCEEDS THRESHHOLDS DEFINED BY THE TRADE DESK, WE ABSTAIN FROM TRADE.

SENSITIVITY TESTS: PRIOR TO ENTERING EACH TRADE, WE ASK THE QUESTIONS WHAT IF YIELDS SHIFTED IN EACH LEG OF THE HEDGE BY +/-1BP OR +/-2BP AND +/-5BP? THESE SENSITIVITY TESTS INSTRUCT AS TO THE FORESEEABLE CONSEQUENCES OF ANTICIPABLE CHANGES IN YIELD THAT ACTUAL OR POTENTIAL POSITIONS ARE LIKELY TO INCUR. THIS HELPS US UNDERSTAND PRICING DISPARITIES AND POTENTIAL FOR CHANGE IN VALUE OF POSITIONS EXPOSED TO MARKET RISK.

STRESS TESTS: WE MEASURE EFFECTIVE DURATION AND CONVEXITY OF EACH HEDGE WE ENTER AT +/-50BP AND +/-100BP YIELD DELTAS. IF OUR NET HEDGE-ADJUSTED DOLLAR OVERLAY IS A LARGER FRACTION OF OUR NET POSITION VALUE THAN WE ARE COMFORTABLE WITH, WE ABSTAIN FROM TRADE.

NEAR-TERM DEMAND: WE CONCEIVE OF NEAR-TERM DEMAND AS A COMPOSITE MEASURE OF THE VOLUME-WEIGHTED, HEDGE-ADJUSTED NET BASIS FOR EACH HEDGE COMBINATION THAT EMERGES FROM OUR TRADE QUEUE. IF THE LOGGED, VOLUME-ADJUSTED NET BASIS FALLS BELOW A DYNAMICALLY ADJUSTING THRESHHOLD, WE WILL DECLINE TO TRADE IN A GIVEN PAIR TO AVOID INCURRING COSTS AND FEES FOR WASH TRADES.

NO-ARBITRAGE ASSAY: TO PREVENT LOSS FROM TRADE, WE INVOKE A NO-ARBITRAGE PARAMETER IN OUR TRADE EXECUTION PROTOCOLS. UNLESS THE CONDITION {ABS{LEG A–LEG B}–COMMISSIONS–FEES} > $0.00 IS TRUE, WE DO NOT ENTER AN ORDER REQUEST.

TRADING FOR OWN ACCOUNT. WE TRADE FOR OUR OWN ACCOUNT AS AN OPERATING BUSINESS AND AS A FIDUCIARY TO OUR CLIENTS. AS YOUR FIDUCIARY WE WILL KEEP YOUR BEST INTERESTS IN MIND AS IF THEY WERE OUR OWN, AND TRADE FOR YOU EXACTLY HOW WE TRADE FOR OURSELVES.

PERFORMANCE. BECAUSE WE ARE A NEW COMPANY, WE ARE LIMITED IN OUR ABILITY TO PRESENT DATA PROMISING SPECIFIC RESULTS FROM TRADE. THOUGH SIMULATION RESULTS HAVE SHOWN CAPACITIES TO MATCH THE PACE OF INDUSTRY LEADING FUNDS, WE ARE OBLIGATED TO DISCLOSE THAT TRADE SIMULATIONS MAY OVER- OR UNDER-STATE ACTUAL RETURNS AS A PROXIMATE RESULT OF VARIANCE IN MARKET CONDITIONS ATTRIBUTABLE TO FACTORS SUCH AS LIQUIDITY AND VOLATILITY.

IN A 2-YEAR STUDY CONDUCTED BY THE COMMODITIES FUTURES TRADING COMMISSION ON HIGH-FREQUENCY TRADING, CFTC FOUND THAT DISCIPLINED FUNDS WHO USE NO-ARBITRAGE METHODS GENERATE UP TO $525,000 PER DAY IN NET INCOME EFFECTING BUY-SIDE HEDGES WITH 0 DAYS OF NET LOSSES.[1] WE HAVE SHOWN THE ABILITY TO EXCEED THESE RESULTS IN SIMULATIONS THAT ARE SUBSTANTIATED BY MARKET DATA. WE ALSO UNDERSTAND HOW TO ENSURE COMPARABLE LEVELS OF LOSS AVERSION.

IN A RECENT SPEECH PROMOTING THE RELAXATION OF REGULATIONS CONCERNING PURCHASES OF TREASURY BONDS, GOVERNOR MIRAN OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM ASSERTED THAT THE FIXED-INCOME HEDGING METHODS WE USE ARE A “LOW-RETURN, LOW-RISK, HIGH-VOLUME ACTIVIT[Y]” CAPABLE OF GENERATING UP TO 10% APY.[2]

THOUGH WE CONCUR IN GOV. MIRAN’S JUDGMENT THAT FIXED INCOME HEDGING IS A LOW-RISK, HIGH-VOLUME TRADE ACTIVITY, WE NOTE THAT EVERYTHING IS RELATIVE: PERFORMANCE BONDS COST AS LITTLE AS $210 FOR A $400K FED FUNDS FUTURE.

WHEN ONE DIVIDES FUND-WIDE RETURNS BY THE 7 FIGURE NAV OF AN EMERGING SMALL CAP REG A/ REG D FUND INSTEAD OF THE 9-12 FIGURE NAV OF A MEMBER OF THE FEDERAL RESERVE, FIXED-INCOME HEDGING IS A HIGH-RETURN, LOW-RISK, HIGH-VOLUME ACTIVITY: THE 10% RATE OF RETURN CITED BY MIRAN IS FAIRLY LIKELY TO HAVE SEVERAL 0s APPENDED TO IT.[3]

INCEPTION, OFFERING PRICE, AND OUTSTANDING ISSUES. COMMENCEMENT OF BUSINESS ACTIVITIES WILL BEGIN AFTER SALE OF $100,000 WORTH OF COMMON CLASS SECURITIES TO CLIENTS WITH A MINIMUM PURCHASE INCREMENT OF $100,000.

THERE ARE A TOTAL OF 5,000,000 COMMON MEMBERSHIP INTERESTS, 5,000,00 PREFERRED MEMBERSHIP INTERESTS, AND 1 INCORPORATOR INTEREST OUTSTANDING.

COMMON MEMBERSHIP INTERESTS HAVE AN INITIAL PURCHASE PRICE OF $1, NO VOTING RIGHTS, 3^RD PRIORITY TO ASSETS, AND A 1:1 PARI-PASSU INTEREST IN DISTRIBUTIONS. COMMON MEMBERSHIP INTERESTS ARE NOW BEING OFFERED AS RESTRICTED STOCK NOT ELIGIBLE FOR SALE OR TRANSFER IN SECONDARY MARKETS. COMMON MEMBERSHIP INTERESTS ARE, HOWEVER, REDEEMABLE BY THE PURCHASER UNDER THE TERMS OF THIS AGREEMENT.

PREFERRED MEMBERSHIP INTERESTS HAVE AN INITIAL PURCHASE PRICE OF $1, NO VOTING RIGHTS, 2^ND PRIORITY TO ASSETS, AND A 1:1 PARI-PASSU INTEREST IN DISTRIBUTIONS. NO PREFERRED MEMBERSHIP INTERESTS ARE BEING RELEASED FROM TREASURY STOCK AT THIS TIME.

THE INCORPORATOR’S INTEREST HAS NO CASH OR REDEMPTION VALUE, NO PARI-PASSU INTEREST IN DISTRIBUTIONS, 1^ST PRIORITY TO ASSETS, AND IS RESERVED EXCLUSIVELY FOR MR. GLIMP. IT ATTACHES TO A NON-DILUTABLE RIGHT TO MAINTAIN OPERATIONAL CONTROL OVER DOWNTOWN ASSET MGMT PLLC AND THE MIXED FIS AND REALTY FUND.

STATEMENTS AND REPORTING. WE WILL DISTRIBUTE PERIODIC FINANCIAL STATEMENTS TO YOU ON A MONTHLY BASIS REFLECTING NET GAINS AND LOSSES. AN INDEPENDENT AUDITOR SHALL PREPARE CERTIFIED FINANCIAL REPORTS NO LESS THAN QUARTERLY REFLECTING A PERFORMANCE SUMMARY AND ACCOUNTING OF FEES, COSTS, AND EXPENSES.

FIXED-INCOME TRADE REPORTING OBLIGATIONS ARE OUTSOURCED TO THIRD PARTIES VESTED WITH AUTHORITY TO UPHOLD REPORTING STANDARDS IMPOSED BY THE SEC AND ITS COUNTERPARTS AT THE CFTC.

TRANSFERABILITY. YOU MAY NOT TRANSFER OR ASSIGN YOUR SECURITIES TO ANY OTHER PARTY WITHOUT OUR EXPRESS WRITTEN CONSENT. YOU MAY NOT OBTAIN BUSINESS DISRUPTION INSURANCE IN RELATION TO ANTICIPABLE GAINS FROM YOUR PURCHASE WITHOUT OUR EXPRESS WRITTEN CONSENT. YOUR INTEREST IS NOT SUBROGABLE BY AN INSURER WITHOUT OUR EXPRESS WRITTEN CONSENT.

REDEMPTION. YOUR SECURITIES SHALL BE CONTINGENTLY REDEEMABLE FOR THEIR PURCHASE PRICE WITHIN FIVE BUSINESS DAYS OF OUR RECEIPT OF YOUR NOTICE OF DEMAND FOR REDEMPTION, UNLESS THE ORIGINAL PURCHASE FOR WHICH REDEMPTION IS SOUGHT WAS MADE FEWER THAN NINETY CALENDAR DAYS BEFORE YOUR REDEMPTION REQUEST. IN SUCH CASES, REDEMPTION SHALL NOT BE PERMITTED UNTIL AFTER THE NINETY-FIRST DAY FOLLOWING THE DEPOSIT THAT CONSUMMATED YOUR PURCHASE.

PURCHASE. YOUR PURCHASE OF SECURITIES BEGINS AT THE TIME WHEN YOU DEPOSITED UNITED STATES DOLLARS INTO A DOWNTOWN ASSET MGMT PLLC BANK ACCOUNT AFTER YOU AND WE SIGN THIS AGREEMENT. YOUR INTEREST IN THE SECURITIES YOU AGREE TO PURCHASE IS TO BE PROMPTLY PERFECTED THROUGH DIGITAL CERTIFICATION AFTER OUR RECEIPT OF YOUR PAYMENT. CONSUMMATION WILL BE EFFECTUATED BY CONVEYANCE OF A MEMBERSHIP INTEREST CERTIFICATE THROUGH CARTA.

DISTRIBUTIONS. WE WILL MAINTAIN SEPARATE BANK ACCOUNTS WITH DEPOSITORY INSTITUTIONS THAT WILL SERVE AS INTERMEDIATE CREDIT FACILITIES FOR ALL DEBITS, CREDITS, AND CHARGES ASSOCIATED WITH DISTRIBUTIONS FROM YOUR SECURITIES PURCHASE. SHOULD IT BE DEEMED APPROPRIATE, WE MAY ALSO ESTABLISH CUSTODIAL ACCOUNTS WHEREIN PROPERTY WE PLEDGE IS ACCEPTED AS COLLATERAL BY ONE OR MORE BANKS, PRIME BROKERS, EXCHANGES, CLEARINGHOUSES, OR BOARDS OF TRADE. ALL NET DEBITS, CREDITS, AND CHARGES RELATED TO YOUR SECURITIES WILL FLOW THROUGH THIS SEPARATE ACCOUNT. DOWNTOWN ASSET MGMT PLLC’S MAINTENANCE OF SEPARATE ACCOUNTS SERVES TO PREVENT ISSUES WITH DIFFICULT-TO-DISTINGUISH CLIENT INTERESTS THAT COULD INFLECT DIFFICULTIES WITH UPHOLDING THE ACCOUNTING MAXIM OF ACCURACY.

YOU AND OTHER PURCHASERS SHALL BE JOINTLY RESPONSIBLE FOR COSTS AND EXPENSES. WE WILL TREAT EVERY PURCHASER AS EQUALLY OBLIGATED TO COVER THEIR SHARE OF COSTS PROPORTIONALLY TO THE SHARES THEY HAVE PURCHASED.

WHEN WE ISSUE DISTRIBUTIONS, YOU SHALL BE ENTITLED TO 72% OF NET GAINS ACCRUED AGAINST YOUR MEMBERSHIP INTERESTS IN TERMS RELATIVE TO ALL INTERESTS PURCHASED, LESS SALES COMMISSIONS OR REFERRAL FEES THAT YOU HAVE AGREED TO WITH YOUR INTRODUCING ASSOCIATE, WHILE WE WILL KEEP 28% OF NET GAINS.[4] NET GAINS SHALL BE CONSTRUED AS ENCOMPASSING GROSS REVENUES FROM INVESTMENTS LESS COSTS INCLUSIVE OF BROKERAGE COMMISSIONS, BROKERAGE FEES, EXCHANGE FEES, REGULATORY FEES, LICENSE FEES, LEGAL FEES, INTERESTS, MARGIN INTERESTS, ORDINARY AND NECESSARY OPERATING EXPENSES, AND INCIDENTAL LOSSES.

YOU HAVE A RIGHT TO AN ITEMIZED ACCOUNT OF EVERY COST THAT YOU BEAR. WE DO NOT ASSESS SPECIAL PER-TRANSACTION CHARGES AND WILL NOT IMPOSE EXORBITANT MANAGEMENT FEES PURSUANT TO OUR OBLIGATIONS UNDER THE INCIDENTAL ADVISORY EXEMPTION FROM RIA REGISTRATION.[5] AT THE END OF THE DAY, DOWNTOWN ASSET MGMT PLLC WILL NOT REAP PROFIT UNLESS WE MANAGE YOUR INVESTMENT EFFECTIVELY.

WE WILL WITHHOLD TAXES FROM HEDGING AT ORDINARY BUSINESS INCOME TAXATION LEVELS PURSUANT TO A 26 U.S.C. §475 MARK-TO-MARKET TAXATION ELECTION. IF YOU FEEL THAT DOING SO IS APPROPRIATE, YOU MAY REQUEST A REFUND OF TAX FROM THE IRS OR STATE TAXING AUTHORITY. WE REQUIRE YOU TO HANDLE SUCH MATTERS SEPARATELY FROM THE MIXED FIS FUND AND ENCOURAGE YOU TO RETAIN A LICENSED TAX PROFESSIONAL FOR THAT PURPOSE.

COMPLETE INTEGRATION. THIS CONTRACT IS FULLY INTEGRATED AS A STANDALONE INSTRUMENT, INCLUSIVE OF APPENDIX A, AND SUPERSEDES ALL PRIOR OR OTHER UNDERSTANDINGS, WHETHER WRITTEN OR ORAL. NO OTHER DOCUMENT MAY BE INCORPORATED INTO THIS AGREEMENT EXCEPT BY SUBSEQUENT MUTUAL WRITTEN ASSENT TO AMENDMENT OR RESTATEMENT, CAUSE FOR WHICH NOT HAVING ARISEN PRIOR TO ENTRANCE INTO THIS AGREEMENT.

FORUM SELECTION. ALL PARTIES CONSENT TO COLORADO JURISDICTION PURSUANT TO 13 C.R.S. §1-124 AND FURTHER AGREE THAT THIS AGREEMENT IS BINDING UNDER COLORADO LAW.

DISPUTE RESOLUTION. YOU AGREE THAT ANY DISPUTE ARISING OUT OF THIS AGREEMENT SHALL BE RESOLVED IN THE DISTRICT COURT FOR THE DISTRICT OF COLORADO ONLY AFTER PERSONAL SERVICE TO ALL PARTIES CONCERNED. YOU AGREE TO WAIVE YOUR RIGHTS TO ESI PRODUCTION WITH RESPECT TO OUR REASONABLE EXPECTATION OF FIDUCIARY PRIVILEGE. YOU FURTHER AGREE NOT TO MAKE INVASIVE, EXCESSIVE, OR BURDENSOME DISCOVERY REQUESTS. YOU AGREE THAT BRINGING AN UNSUCCESSFUL SUIT AGAINST US IS A REASONABLE BASIS FOR US TO BRING SUIT FOR TRADE LIBEL OR DAMAGES AGAINST YOU AS A REMEDY OR INJURY TO CHARACTER. YOU AGREE THAT DOWNTOWN ASSET MGMT PLLC RESERVES ITS RIGHT TO TRIAL BY JURY AS PLAINTIFF OR DEFENDANT.

TERM. THIS AGREEMENT IS INTENDED TO CARRY ON FOR A PERIOD OF INDEFINITE DURATION AT OUR DISCRETION.

YOU MAY QUIT AT ANY TIME AND REDEEM YOUR SECURITIES FROM US SUBJECT TO THE TERMS OF THIS AGREEMENT. SHOULD YOU QUIT, YOU WILL REMAIN ENTITLED TO PRO RATA APPORTIONMENT ON A PER DIEM BASIS OF ANY CONTINGENT DISTRIBUTION TO WHICH YOU WOULD HAVE BEEN ENTITLED HAD YOU REMAINED IN POSSESSION OF YOUR SECURITIES.

SEVERABILITY AND SEPARABILITY. IF ANY PORTION OF THIS AGREEMENT IS HELD UNENFORCEABLE, THE REMAINDER OF THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT. IN THE EVENT THAT THIS CONTRACT IS SEPARATED OR SEVERED, ISSUER SHALL BE ENTITLED TO MODIFY, AMEND, CORRECT, REVISE, OR ALTER THE AGREEMENT, AND SHALL BE THE SOLE DECLARANT OF ANY AND ALL SUCH MODIFICATIONS.

BEST INTEREST. WE ARE OBLIGATED TO UPHOLD THE TENETS OF REG. BEST INTEREST AND PRUDENTIAL FIDUCIARY STANDARDS AS YOUR ADVISOR.

[1] See: https://www.cftc.gov/sites/default/files/idc/groups/public/@economicanalysis/documents/file/oce_riskandreturn0414.pdf#page=34

[2] See: https://www.federalreserve.gov/newsevents/speech/miran20251119a.htm

[3] Pursuant to 17 CFR §244.101, this is a notice that invocation of this pertinent anecdotal evidence is a good-faith but non-GAAP method.

[4] Please see Appendix A: Distribution Schedule for a more granular depiction and written explanation.

[5] See: https://www.sec.gov/files/rules/interp/2019/ia-5249.pdf

II. ISSUER’S REPRESENTATIONS

ISSUER’S ASSOCIATES. DOWNTOWN ASSET MGMT PLLC’S FUND MANAGEMENT TEAM STAYS BUSY MANAGING INVESTMENTS.WE RELY ON SALES ASSOCIATES TO HANDLE SALES OF SECURITIES. ALL SUCH SALES MUST OCCUR IN ACCORDANCE WITH THE RESTRICTIVE PARAMETERS OF 17 CFR §230.501 AND §230.502. THESE RESTRICTIONS INCLUDE, NON-EXHAUSTIVELY, LIMITATION OF SALES TO ACCREDITED INVESTORS, DISCLOSURES OF AFFILIATIONS, DISCLOSURES OF SALES AND REFERRAL FEES, DISCLOSURES OF DISCIPLINARY CONCERNS, DISCLOSURES OF THE ISSUER’S IDENTITY AND THE IDENTITY OF ITS OWNERSHIP AND MANAGERIAL PERSONNEL, DISCLOSURES AS TO THE IDENTITIES OF ITS MANAGERIAL PERSONNEL, DISCLOSURES AS TO THE IDENTITIES OF 3^RD-PARTY AFFILIATES, DISCLOSURES AS TO PERMISSIVE OR COMPULSORY INTEGRATION OF PARALLEL HORIZONTAL OR VERTICAL OFFERINGS, AND DISCLOSURE OF BAD ACTOR INCIDENTS.

REGULATORY ELECTIONS AND DESIGNATIONS. DOWNTOWN ASSET MGMT PLLC IS A COLORADO COMPANY WITH A PRINCIPAL PLACE OF BUSINESS AT 1140 BANNOCK ST., UNIT 1306, DENVER, CO 80204 OPERATING UNDER COLORADO CHARTER NO. 20258333551. WE MAKE THE PRESENT OFFERING UNDER REG A+ OR REG D, THE SECURITIES ACT OF 1933 SMALL PRIVATE FUND CAPITAL RAISE RULE, AND RULE 506(c). WE INTEND TO SUBMIT QUALIFICATION FILES WITHIN 15 DAYS OF OUR FIRST SALE.

ISSUER’S DISCLOSURE OF AFFILIATIONS. DOWNTOWN ASSET MGMT PLLC HEREBY CERTIFIES, PURSUANT TO 17 CFR §230.501(b), THAT IT IS A STANDALONE ENTITY INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO. DOWNTOWN ASSET MGMT PLLC WARRANTS IT HAS NO DIRECT OR INDIRECT AFFILIATES AND IS NOT PARTY TO ANY BUSINESS COMBINATION WITHIN THE MEANING OF 17 CFR §230.145.

ISSUER’S RESERVATION OF RIGHTS TO ENLIST 3^RD-PARTY ASSET MANAGERS AND CONDITIONS THEREUPON. THOUGH DOWNTOWN ASSET MGMT PLLC IS A STANDALONE ENTITY NOT SUBJECT TO THE CONTROL OF ANY OTHER COMPANY OR ISSUER, IT RESERVES THE RIGHT TO ENLIST THIRD-PARTY INDEPENDENT ASSET MANAGERS TO OVERSEE MANAGEMENT OF SECURITIES OR COMMODITIES ACCOUNTS, OR FOR THE PURPOSE OF ACQUIRING AND MANAGING ILLIQUID INVESTMENTS LIKE REALTY. IN THE EVENT THAT WE ENLIST ANY SUCH THIRD PARTY, YOU ARE GUARANTEED COMPLETE DISCLOSURE OF THE PARTY’S MANAGERIAL PERSONNEL, DIRECT OWNERS, AND INDIRECT OWNERS. YOU ARE ALSO GUARANTEED COMPLETE DISCLOSURE OF ALL COSTS, EXPENSES, AND FEES ASSOCIATED WITH ANY SUCH AGREEMENT. WE FURTHER GUARANTEE THAT ALL SUCH COSTS, EXPENSES, AND FEES SHALL BE REASONABLE.

ISSUER’S STATEMENT AS TO DISQUALIFYING INCIDENTS. DOWNTOWN ASSET MGMT PLLC HEREBY CERTIFIES THAT THERE ARE NO DISQUALIFYING MATTERS WITHIN THE MEANING OF 17 CFR §230.503, ET SEQ. TO DISCLOSE.

ISSUER’S STATEMENT AS TO COMPLIANCE WITH 17 CFR §230.508. DOWNTOWN ASSET MGMT PLLC HEREBY CERTIFIES THAT THIS PROSPECTUS IS UNDERWRITTEN IN GOOD FAITH WITH GREATEST RESPECT FOR THE TERMS OF 17 CFR §230.508. IT IS OUR OBSERVATION THAT REGULATIONS CHANGE FREQUENTLY IN THE SECURITIES INDUSTRY. EVEN A TEAM OF QUALIFIED EXPERTS LAWYERS ADMITTED TO PRACTICE LAW BEFORE THE HIGHEST COURTS MAY STRUGGLE TO REMAIN FULLY ADVISED OF CHANGES TO ALL GOVERNING LAWS. IF WE REALIZE AN ERROR WITH OUR COMPLIANCE OR DISCLOSURE SCHEDULE, WE WILL DO EVERYTHING IN OUR POWER TO MAKE IT RIGHT AS SOON AS POSSIBLE. IF OUR MISTAKE IS AT ALL MATERIAL TO YOUR INTEREST, WE AGREE TO FURNISH YOU WITH TIMELY WRITTEN NOTICE AS TO THE NATURE AND SUBSTANCE OF OUR ERROR OR OMISSION AND ANY CONSEQUENCES STEMMING THEREFROM.

III. PURCHASER’S WARRANTIES

CERTIFICATION OF ELIGIBILITY. YOU HEREBY CERTIFY THAT YOU ARE AN ACCREDITED INVESTOR WITHIN THE MEANING OF 17 CFR §230.501 OR ANY OTHER PERTINENT SET OF DEFINING PARAMETERS ISSUED BY THE COMMISSIONER OF THE SECURITIES AND EXCHANGE COMMISSION. YOU HEREBY CERTIFY THAT IF YOU ARE NOT AN ACCREDITED INVESTOR WITHIN THE MEANING OF §230.501, THAT YOU HAVE DISCLOSED THIS PLAINLY AND AGREE TO FURNISH AN INFORMATION IN CONFORMANCE WITH 17 CFR §230.502(b)(2).

AFFILIATIONS. YOU REPRESENT THAT YOU ARE NOT PART OF ANY ILLEGAL FOREIGN OR DOMESTIC TERRORIST ORGANIZATION, CRIMINAL ORGANIZATION, OR PRIVATE CLUB THAT PRACTICES INVIDIOUS DISCRIMINATION. YOU FURTHER REPRESENT THAT YOU ARE NOT INVOLVED IN EVASION OF THE EXPORT CONTROLS, EMBARGO LISTS, SANCTIONS PROGRAMS, OR OTHER COMPARABLE TRADE OR LICENSE RESTRICTIONS.

FULL AND FAIR DISCLOSURE AND GOOD FAITH. YOU ACCEPT THAT FULL AND FAIR DISCLOSURES FROM US ARE ADEQUATE INDICIA OF GOOD FAITH FOR THE LIMITATIONS OF LIABILITY AND OTHER WAIVERS SET FORTH HEREIN TO BE OF BINDING EFFECT.

IV. DISCLOSURE STATEMENTS

REPRESENTATIONS. WE WARRANT THAT DOWNTOWN ASSET MGMT PLLC IS OPERATING UNDER EXEMPTIONS FROM REGISTRATION AS AN INVESTMENT ADVISOR ASSERTED THROUGH THE SEC UNDER REG. D.

ISSUER WARRANTS TO PURCHASER THAT IT IS ALSO PERMITTED EXEMPTION FROM COMPLIANCE AND REPORTING STANDARDS ESTABLISHED BY THE COLORADO SECURITIES DIVISION DUE TO THE SMALL, PRIVATE NATURE OF THIS OFFERING. PURSUANT TO AN EXEMPTION FROM THE SECURITIES AND EXCHANGE COMMISSION, THIS OFFERING MEMORANDUM IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE SEC OR THE COLORADO SECURITIES DIVISION.

ISSUER WARRANTS THAT THIS OFFERING IS NOT A NON-FUNGIBLE TOKEN, STABLECOIN, OR CRYPTOCURRENCY. YOU AGREE NOT TO INVOKE ANY THEORY OF LIABILITY OR EQUITY IN RELATION TO THE GENIUS ACT OR ANY OTHER STATE OR FEDERAL CRYPTOCURRENCY REGULATION WHEN REDEEMING YOUR INTEREST, OR IN RELATION TO ANY DISPUTE THAT MAY OCCUR. WE ARE A SMALL PRIVATE FUND, AND NOT A DEPOSITORY INSTITUTION OR OTHER FINANCIAL INSTITUTION.

ISSUER WARRANTS THAT THIS OFFERING IS NOT A LIFE INSURANCE POLICY, LONG-TERM CARE INSURANCE POLICY, DISABILITY INSURANCE POLICY, OR SUBSTITUTE FOR SUCH A POLICY. YOU AGREE NOT TO INVOKE ANY SUCH THEORY OF LIABILITY OR OBLIGATION WHEN REDEEMING YOUR INTEREST, OR IN RELATION TO ANY DISPUTE THAT MAY OCCUR.

ISSUER WARRANTS THAT ITS MANAGERIAL PERSONNEL RESERVE THE RIGHT TO ENGAGE IN DUALING AS DESCRIBED IN 17 CFR §41.27 WITHOUT RESTRICTION OR LIMITATION.

RISK DISCLOSURE STATEMENT. THOUGH DOWNTOWN ASSET MGMT PLLC HAS UNDERTAKEN GREAT EFFORTS TO EXERCISE APPROPRIATE RISK CONTROLS, THERE IS RISK INVOLVED IN PURCHASING DOWNTOWN ASSET MGMT PLLC SECURITIES.

FOR EXAMPLE, WE TRADE ON MARGIN. TRADING ON MARGIN IS FOR SOPHISTICATED PARTIES WITH HIGH RISK TOLERANCE. SOMETIMES WE SELL SHORT, WHICH CAN REFLECT AS A CONTINGENT LIABILITY ON A BALANCE SHEET.[1] THOUGH OUR USE OF RISK-MITIGATING HEDGING LIMITS OUR RISK EXPOSURE, WE ARE REQUIRED BY LAW TO DISCLOSE THAT YOU COULD LOSE MORE THAN YOUR INITIAL INVESTMENT. AFTER CONDUCTING RIGOROUS EMPIRICAL ANALYSES OF THE NOTES UNDERLYING THE SHORT- AND INTERMEDIATE-TERM FIXED-INCOME PRODUCTS THAT WE TRADE, WE ARE OF THE BELIEF THAT OUR ELECTION TO ESCHEW SPECULATIVE INSTRUMENTS LIKE PHYSICAL COMMODITIES IN FAVOR OF INVESTMENT GRADE ASSETS SUBSTANTIALLY LIMITS YOUR RISK.

NO MATTER WHAT PREPARATIONS WE UNDERTAKE, WE MAY ENCOUNTER MARKET CONDITIONS THAT ADVERSELY AFFECT THE VALUE OF YOUR INVESTMENT. RISK FACTORS INCLUDE BUT ARE NOT LIMITED TO ECONOMIC SHOCK, CHANGES IN MUTUAL LEGAL AID AGREEMENTS, CHANGES IN TRADE AGREEMENTS, CHANGES IN REGULATORY REGIMES, HIGH VOLATILITY, LOW VOLATILITY, LACK OF LIQUIDITY, TERRORISM, WAR, PIRACY, REBELLION, INSURRECTION, AND FORCE MAJEUR.

YOU ACCEPT THAT RESULTS FROM TRADE WILL VARY ACCORDING TO RISK FACTORS THAT ARE LARGELY OUT OF OUR ABILITY TO CONTROL. ADVERSE CHANGES TO VOLUME, LIQUIDITY, INTEREST RATES, BUSINESS CONDITIONS, INVESTOR PREFERENCES, REGULATIONS, FISCAL POLICY AND OTHER FACTORS MAY NEGATIVELY IMPACT THE VALUE OF YOUR SECURITIES.

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOUR PURCHASE OF OUR SECURITIES. IN SO DOING, YOU SHOULD BE AWARE THAT INVESTING IN A HEDGE FUND CAN QUICKLY LEAD TO LARGE LOSSES OR LARGE GAINS. THOUGH WE USE RISK-MITIGATION STRATEGIES TO LIMIT OR ELIMINATE POTENTIAL FOR LOSS AT EVERY POSSIBLE TURN, WE ARE NONETHELESS OBLIGATED TO MAKE FULL AND FAIR DISCLOSURES TO YOU THAT THERE IS POTENTIAL FOR LOSS OF PART OR ALL OF YOUR INITIAL INVESTMENT.

THIS DISCLOSURE DOCUMENT CONTAINS A DESCRIPTION OF COSTS, EXPENSES, AND ORDINARY OVERHEADS AND A STATEMENT REGARDING THE MEANS OF DETERMINING THE BASIS FOR THE VALUE OF YOUR INVESTMENT IN THE SECTION ENTITLED YOUR PURCHASE. WE WILL NEVER IMPOSE SPECIAL CHARGES IN RELATION TO YOUR PURCHASE, AND YOU WILL BEAR NO MORE THAN YOUR PROPORTIONAL SHARE OF ORDINARY AND NECESSARY COSTS. WE ARE REQUIRED TO HAVE AN INDEPENDENT AUDITOR CERTIFY PERFORMANCE RETURNS ON A PERIODIC BASIS.

THIS BRIEF DISCLOSURE STATEMENT DOES NOT ENCOMPASS A COMPREHENSIVE ACCOUNT OF EVERY POSSIBLE SOURCE OF RISK ASSOCIATED WITH YOUR PURCHASE OF SECURITIES. BEFORE YOU DECIDE TO BUY A SECURITY INTEREST IN OUR FUND, YOU SHOULD CAREFULLY READ THIS PROSPECTUS, INCLUDING THE PRINCIPAL RISK FACTORS SECTION. IF YOU ARE NOT A SOPHISTICATED PARTY, YOU MAY ALSO WISH TO SEEK COUNSEL FROM A LICENSED INVESTMENT ADVISOR, CPA, CMA, OR ATTORNEY AT LAW.

FINALLY, NEITHER THE SEC NOR THE COLORADO SECURITIES DIVISION HAS PASSED UPON THE MERITS OF BUYING MIXED FIS FUND SECURITIES, NOR HAS THE COMMISSION OR THE DIVISION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.

[1] DOWNTOWN ASSET MGMT PLLC’s hedges are legally categorized as disposable, non-inventory capital assets under the revenue code. Cf. 26 U.S.C. §475(a)(2) against 26 U.S.C. §475(a).

V. WAIVERS AND INDEMNIFICATIONS

WAIVERS AND RELEASES. YOU AGREE NOT TO SUE US FOR LOST OR IRREDEEMABLE SUMS. YOU AGREE TO WAIVE ALL RIGHTS TO ABROGATE THIS RELEASE. YOU ALSO AGREE TO WAIVE YOUR RIGHTS TO INITIATE OR JOIN A CLASS ACTION SUIT AGAINST US.

YOU AGREE THAT YOU HAVE READ THE ENTIRETY OF THE ONBOARDING CHECKLIST SET OUT AT THE END OF THIS PROSPECTUS AND SHALL PROMPTLY DELIVER ALL REQUIRED MATERIALS AS A CONDITION OF YOUR PURCHASE. YOU FURTHER AGREE TO PROMPTLY REMIT NOTICE OF CHANGES TO THE ITEMS IN THIS CHECKLIST AS THE NEED ARISES.

EXPRESS AND ABSOLUTE INDEMNIFICATIONS OF ISSUER. YOU AGREE TO INDEMNIFY, DEFEND, RELEASE, AND HOLD US HARMLESS WITHOUT LIMITATION OR QUALIFICATION, FOR ANY ACT PERFORMED, OR THE FAILURE TO PERFORM ANY ACT, IN THE COURSE OF MANAGING YOUR INVESTMENT.

EXPRESS AND ABSOLUTE INDEMNIFICATIONS OF THE ISSUER’S SPECIALLY DESIGNATED RESPONSIBLE PERSONS. YOU UNDERSTAND AND ACCEPT THAT ALL ACTIONS WE PERFORM ARE PERFORMED WITHOUT ANY REPRESENTATION OF PROFESSIONAL SUITABILITY. WE ARE A SMALL PRIVATE FUND AND NOT A FINANCIAL INSTITUTION. WHILE WE ARE SUBJECT TO CONCURRENT SETS OF RULES AND REGULATIONS THAT GOVERN OUR CONDUCT IN PERFORMANCE OF THIS PURCHASE AGREEMENT, WE ARE NOT PROFESSIONALLY LICENSED INVESTMENT ADVISORS, TRADING ADVISORS, OR INSURANCE PRODUCERS.

YOU AGREE TO INDEMNIFY, DEFEND, RELEASE, AND HOLD US HARMLESS IN ALL CASES AND CONTROVERSIES RELATING TO THE DRAFTING AND PERFORMANCE OF THIS AGREEMENT AND MANAGEMENT OF THE DOWNTOWN ASSET MGMT PLLC MIXED FIS FUND. YOU REPRESENT THAT YOU SHALL NOT ATTEMPT TO TRAVERSE THIS WAIVER AND RELEASE THROUGH ANY THEORY OF LIABILITY. YOU AGREE THAT ALL AMBIGUITIES IN CONTRACT SHALL BE CONSTRUED BY THE DRAFTING PARTY AT THEIR REASONABLE DISCRETION. YOU FURTHER AGREE THAT YOUR FAILURE TO INQUIRE ABOUT AMBIGUITIES IN CONTRACT CONSTITUTES A WAIVER OF YOUR RIGHT TO AN ADVERSE INFERENCE, AND THAT YOU HAVE HAD AMPLE TIME TO REQUEST WRITTEN CLARIFICATION OF ANY MATTER THAT YOU FIND UNCLEAR.

ISSUER’S REFUSAL OF LIABILITY AS YOUR SURETY OR GUARANTOR. YOU ACKNOWLEDGE THAT YOUR PURCHASE OF SECURITIES IS VOLUNTARY. YOU ACCEPT AND AGREE THAT WE HAVE NOT PROVIDED ANY EXPRESS OR IMPLIED PROMISE OF INDEMNITY TO YOU, AND THAT THIS AGREEMENT IS NOT A DRAFT, DOCUMENT, CONTRACT, ACKNOWLEDGMENT OR OTHER ACCORD FROM WHICH AN EXPECTATION OF SURETY, GUARANTY, OR INDEMNITY MAY BE INFERRED OR DERIVED. YOU AND ALL OF YOUR CREDITORS CONCEDE ALL RIGHTS TO ANY CAUSE OF ACTION AGAINST US AS IF WE WERE YOUR GUARANTOR, SURETY, OR INDEMNITOR. YOU AGREE THAT YOUR CREDITORS CANNOT SUE US ON A THEORY OF GUARANTY, INDEMNITY, OR VICARIOUS LIABILITY FOR YOUR OBLIGATIONS.

IF YOU ARE BEING SUED BY CREDITORS, IT IS YOUR RESPONSIBILITY TO REQUEST A REDEMPTION TO SATISFY YOUR OBLIGATION BEFORE YOUR CREDITORS SERVE US WITH CITATIONS TO DISCOVER ASSETS OR INITIATE ANY OTHER LEGAL PROCESS. YOUR FAILURE TO UPHOLD THIS PROVISION MAY RESULT IN OUR TERMINATION OF THIS AGREEMENT AND REFUND OF YOUR PURCHASE LESS ANY PERSONNEL COSTS, COURT COSTS, OR ATTORNEYS FEES THAT YOU CAUSE US TO INCUR AT OUR EXCLUSIVE DISCRETION.

VI. SIGNATURES

WHEREFORE, EACH OF THE UNDERSIGNED HEREBY AFFIRMS THAT THEY INTEND TO BE BOUND UNDER THIS AGREEMENT FOR THE PURCHASE OF {QUANTITY} MEMBERSHIP INTERESTS IN THE DOWNTOWN ASSET MGMT PLLC MIXED FIS FUND FOR A PRICE OF {COST} AND REMITTITUR OF {PERCENT} ALLOCABLE TO {ASSOCIATE NAME}. ATTEST,

NAME: _________________________________ DATE: _______________

(PURCHASER NAME)

COMPANY:______________________________ TITLE: _______________

(PURCHASER)

NAME: _________________________________ DATE: _______________

(SELLER NAME)

COMPANY:______________________________ TITLE: _______________

(SELLER CO.)

VII. ONBOARDING CHECKLIST

YOU AGREE TO PROMPTLY FURNISH THE FOLLOWING ITEMS UPON ENTERING INTO THIS AGREEMENT:

CERTIFICATE OF GOOD STANDING IF ENTITY.
TIN OR EIN IF ENTITY.
LIST OF SUBSIDIARIES AND AFFILIATES IF ENTITY.
LIST OF SSNs OF PURCHASERS AND ALL DIRECT AND INDIRECT BENEFICIAL OWNERS IF ENTITY FOR BSA COMPLIANCE.
CITIZENSHIP AND RESIDENCY DOCUMENTATION FOR EACH PURCHASER.
PHONE, EMAIL, AND MAIL POINTS OF CONTACT FOR DESIGNATED LIAISON.
FINANCIAL INSTITUTION NAME AND ACCOUNT NUMBER.
PRIOR YEAR TAX RETURN IF ENTITY.
ALL OTHER DOCUMENTS REQUESTED BY ISSUER.
PAYMENT FOR MEMBERSHIP INTERESTS ISSUED.

VIII. ACKNOWLEDGEMENT

THE UNDERSIGNED HEREBY ATTESTS THAT THEY SHALL DELIVER THE FOREGOING ITEMS PROMPTLY UPON ENTERING THIS AGREEMENT,

NAME: ______________________________ TITLE: ________________

SIGNATURE: ___________________________ DATE: ________________

ACCREDITED INVESTORS – BUY INTERESTS NOW