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 MEMBERSHIP INTERESTS IS NOW ENTERED BETWEEN DOWNTOWN ASSET MGMT PLLC (HEREIN AS “ISSUER”, “SELLER”, “WE”, “US”, “OUR”, OR “OURS”) AND ITS INTERNALLY CONTROLLED DOWNTOWN ASSET MGMT MIXED FIS AND REALTY FUND (“MIXED FIS AND REALTY FUND”, “MIXED FIS FUND”, OR “MIXED FIS AND REALTY FUND INVESTMENT CLUB”) AND ITS NEW MEMBER AND PURCHASER OF MEMBERSHIP INTERESTS (HEREIN AS “PURCHASER”, “YOU”, “YOUR”, OR “YOURS”).

ISSUER’S MANAGEMENT. DOWNTOWN ASSET MGMT PLLC’S MIXED FIS AND REALTY FUND TRADE DESK IS MANAGED BY HEAD TRADER THOMAS MADISON GLIMP, QRM.

MR. GLIMP IS A CLASSICALLY TRAINED ECONOMIST OF ORDINARY SKILL IN THE DISCIPLINE OF QUANTITATIVE MECHANICAL ENGINEERING. MR. GLIMP ACQUIRED QUALIFICATIONS AS A FINANCIAL ENGINEER THROUGH STUDY AS AN EXCHANGE STUDENT AT THE CHICAGO MERCANTILE EXCHANGE’S FUNDAMENTAL SKILLS LAB IN THE LIAUTAUD GRADUATE COLLEGE OF BUSINESS’S MSc-FIN DEGREE PROGRAM. AT UIC, MR. GLIMP STUDIED UNDER TRADE DESK ALUMS FROM GOLDMAN SACHS AND CBOE AND DEMONSTRATED MASTERY OF METHODS REQUIRED BY DODD-FRANK.

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, CAMPBELL KILLIN BRITTAN & RAY, AND COHEN LLC.

IN 2017, HARVARD UNIVERSITY NAMED THE TENURE SEAT FOR ITS ECONOMICS DEPT. CHAIR AFTER MR. GLIMP’S FAMILY. MR. GLIMP IS ALSO A PERSONAL FAN OF CURRENT TEXAS GOV. RICK PERRY.

MR. GLIMP PREVIOUSLY SERVED AS AN ADVISOR TO A FORMER PARTNER OF THE LAW FIRM OF TENNEY & BENTLEY WHERE ABRAHAM LINCOLN PRACTICED LAW IN A REIT PRACTICE. WHILE WORKING FOR COHEN LLC, MR. GLIMP CONDUCTED AN ATTORNEY TRUST ACCOUNTING FOR THE COLORADO SUPREME COURT’S ATTORNEY REGISTRATION AND DISCIPLINARY COMMISSION.

MR. GLIMP’S TRADE DESK IS SUPPORTED BY A GROUP OF LOCUM TENENS RISK MONITORS WITH EXPERIENCE AT OCC, BOA, QUICKEN, AND PRATT & WHITNEY IN THE DISCIPLINES OF MATH, PHYSICS, AND ELECTRICAL ENGINEERING.

TRADE DESK. THE MIXED FIS AND REALTY FUND RELIES ON AN ARRAY OF FIXED-INCOME AND REAL ESTATE INVESTMENT STRATEGIES EFFECTED IN CONFORMANCE WITH PRUDENTIAL RISK MANAGEMENT STANDARDS ESTABLISHED BY THE FINANCIAL STABILITY OVERSIGHT COMMITTEE. STRATEGIES WE USE REGULARLY INCLUDE HIGH-FREQUENCY RISK-MITIGATING HEDGING WITH SPREADING.

WE ANTICIPATE PLACING SURPLUS CAPITAL BEYOND PERFORMANCE BOND COLLATERAL AND WORKING CAPITAL INTO LESS LIQUID ASSETS COMPRISING INCOME GENERATING RESIDENTIAL URBAN REAL ESTATE WITH FAVORABLE INDEX VALUES ACROSS EIGHT CITIES INCLUDING BOSTON, NEW YORK, MIAMI, CHICAGO, DENVER, LOS ANGELES, SAN FRANCISCO, AND SEATTLE.

RISK FACTORS. THE MIXED FIS AND REALTY FUND HAS A CONSERVATIVE RISK APPETITE. 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 PRIMARILY CONSISTS OF BROAD-BAND INDEXES LIKE THE S&P 500. WE MAY ALSO HEDGE CREDIT AGAINST FUNDAMENTAL SIGNALS IN OTHER ASSET CLASSES ON AN OPPORTUNISTIC BASIS AS CONDITIONS PERMIT.

EACH POSITION THE TRADE DESK ENTERS IS FORMED WITH RESPECT TO SPECIFIC RISK FACTORS. PARAMETERS THAT WE TAKE INTO CONSIDERATION BEFORE PLACING EACH TRADE INCLUDE BUT ARE NOT LIMITED TO THE FOLLOWING:

VALUE AT RISK: WE USE HISTORICAL DATA TO MEASURE THE POTENTIAL FOR CHANGES IN MARKET CONDITIONS TO ADVERSELY AFFECT OPEN POSITIONS. THOUGH HIGH-FREQUENCY TRADE METHODOLOGIES THAT ADJUST POSITION BASIS AS 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 INTRADAY VARIANCE FOR EACH TRADE THAT WE ENTER. UTILIZATION OF HIGH-FREQUENCY HEDGING THAT LIQUIDATES ASSETS RATHER THAN ACCUMULATING MORE AND MORE POSITION RISK ON A PROPRIETARY BASIS LIMITS OUR EXPOSURE.

BASIS OVERLAY: DOWNTOWN ASSET MGMT PLLC’S TRADE DESK EFFECTS HEDGES WITH COMBINATIONS SPREADS. SPREADS ARE INTENTFULLY PURCHASED IN QUANTITIES WITH OFFSETTING SENSITIVITIES TO CHANGES IN INTEREST SO THAT WHEN PRICES CHANGE, OUR POSITIONS REMAIN OF NEAR-CONSTANT VALUE. IF A POSITION WOULD EXCEED A RISK-BALANCE THRESH HOLD, WE THEN 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 POTENTIAL POSITIONS ARE LIKELY TO INCUR. THIS HELPS US UNDERSTAND PRICING DISPARITIES AND POTENTIAL FOR CHANGE IN VALUE OF POSITIONS EXPOSED TO MARKET RISK BEFORE ENTERING A POSITION.

STRESS TESTS: WE MEASURE EFFECTIVE DURATION AND CONVEXITY OF EACH HEDGE WE ENTER AT +/-50BP AND +/-250BP 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 VOLUME-ADJUSTED NET BASIS FALLS BELOW A DYNAMICALLY ADJUSTING THRESHHOLD, WE WILL DECLINE TO TRADE IN A GIVEN PAIR TO AVOID INCURRING LOSS FROM COSTS AND FEES FROM AN INEFFECTIVE WASH TRADE.

TRADING FOR OWN ACCOUNT. WE TRADE FOR OUR OWN ACCOUNT AS AN OPERATING BUSINESS. WHEN WE TRADE FOR YOU AS A 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.

THE MIXED FIS AND REALTY FUND IS EXEMPT FROM THE PROHIBITION AGAINST PROPRIETARY TRADE SET OUT AT 17 CFR 255 FOR ALTERNATIVE COMPLIANCE WITH DODD-FRANK 619’S RISK FACTOR CHANGE UNIT SCHEMATIC.

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 RESULT OF VARIANCE IN 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, WHICH MAKES US THINK WE’LL PERFORM WELL WITH DIVIDEND DISTRIBUTIONS. WE ALSO UNDERSTAND HOW TO ENSURE COMPARABLE LEVELS OF LOSS AVERSION, WHICH WILL ALLOW US TO MEET THE RAMP UP SCHEDULE IN THE APPENDIX.

INCEPTION, OFFERING PRICE, AND OUTSTANDING ISSUES. COMMENCEMENT OF BUSINESS ACTIVITIES WILL BEGIN AFTER SALE OF $500,000 WORTH OF COMMON CLASS SECURITIES.

THERE ARE A TOTAL OF 80,000,000 COMMON MEMBERSHIP INTERESTS, 20,000,00 PREFERRED MEMBERSHIP INTERESTS, AND 1 INCORPORATOR INTEREST OUTSTANDING AS OF 12/22/2025.

COMMON MEMBERSHIP INTERESTS HAVE AN INITIAL PURCHASE PRICE OF $1, NO VOTING RIGHTS, 3^RD PRIORITY TO ASSETS, AND A 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 CONTINGENTLY 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 PARI-PASSU INTEREST IN DISTRIBUTIONS. PREFERRED MEMBERSHIP INTERESTS ARE NOW RESERVED.

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

YOU SHOULD THINK OF YOUR MIXED FIS AND REALTY FUND SECURITIES AS SIMILAR TO A CHEF’S CHOICE AT YOUR FAVORITE SUSHI RESTAURANT. THE INVESTMENT SCHEDULE IS SUBJECT TO CHANGE AS NEW LICENSING REGIMES ARE RESOLVED AND FRESH OPPORTUNITIES EMERGE.

STATEMENTS AND REPORTING. WE WILL DISTRIBUTE PERIODIC FINANCIAL STATEMENTS TO YOU REFLECTING THE BASIS OF YOUR INVESTMENT, TAXES WITHHELD, AND DIVIDENDS ACCRUED AND DISTRIBUTED BY AN AUTOMATED EMAIL SYSTEM EVERY OTHER WEEK. THIS SYSTEM LINKS ACCOUNTS, PROCESSES THEM WITH A BENCHMARKING FORMULA, AND PRODUCES EMPIRICAL, ACCOUNTABLE, QUANTITATIVE INSIGHTS INTO THE APPRECIATED VALUE OF YOUR NEXT ANTICIPABLE DIVIDEND.

OUR TRADE DESK’S REPORTING OBLIGATIONS ARE OUTSOURCED TO THIRD PARTY TRANSFER AGENTS DULY LICENSED BY THE SEC OR CFTC. WE USE AN INDEPENDENT 3RD-PARTY AUDITOR TO CERTIFY ANNUAL RETURNS AND REPORTS.

TRANSFERABILITY. YOU MAY NOT TRANSFER OR ASSIGN YOUR SECURITIES TO ANY OTHER PARTY WITHOUT OUR EXPRESS WRITTEN CONSENT. YOU MAY NOT OBTAIN INSURANCE IN RELATION TO THE REDEMPTION VALUE OF YOUR SECURITY OR FUTURE DIVIDENDS 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 UPON OUR RECEIPT OF YOUR NOTICE OF DEMAND FOR REDEMPTION, UNLESS THE ORIGINAL PURCHASE FOR WHICH REDEMPTION IS SOUGHT WAS MADE FEWER THAN TEN CALENDAR DAYS BEFORE YOUR REDEMPTION REQUEST. IN SUCH CASES, REDEMPTION SHALL NOT BE PERMITTED UNTIL AFTER THE ELEVENTH DAY FOLLOWING THE DEPOSIT THAT CULMINATED IN YOUR PURCHASE’S CERTIFICATION.

THE FUND HOLDS LESS LIQUID ASSETS LIKE REALTY. IN THE EVENT OF MASS REDEMPTION REQUESTS, YOU MAY EXPERIENCE DELAY IN THE PROCESSING OF YOUR REQUEST FOR REDEMPTION.

WHEN BENCHMARKING THE VALUE OF COLLATERAL UNDERLYING YOUR INVESTMENT IN PERIODIC ACCOUNTING STATEMENTS, WE APPLY A PRUDENTIAL HAIRCUT TO TIER 2/ TIER 3 CAPITAL HOLDINGS LIKE REALTY TO ACCOUNT FOR TRANSACTIONAL COSTS OF LIQUIDATION. WE AIM FOR BENCHMARKING TO BE APPROXIMATELY ACCURATE AFTER DEDUCTING TRANSACTIONAL COSTS ASSOCIATED WITH HASTY DISPOSAL, AS COULD OCCUR IN THE EVENT OF SUDDEN MASS REDEMPTION REQUESTS.

PLEASE BE ADVISED THAT IF WE MUST LIQUIDATE COLLATERALIZED ASSETS TO SATISFY REDEMPTION REQUESTS, LIQUIDATION IS TO OCCUR AT MARKET PRICES DETERMINABLE BY MARKET FORCES THAT EXTEND BEYOND OUR ABILITY TO CONTROL. THIS MAY POSITIVELY OR NEGATIVELY AFFECT THE VALUE OF YOUR INVESTMENT AT THE TIME YOU AND OTHERS MAKE REQUESTS FOR REDEMPTIONS.

WE RESERVE THE RIGHT TO SET UP A TERM ASSET LIQUIDITY FACILITY TO REMEDIATE LIQUIDITY ISSUES IN ALL SUCH CASES. PROCEEDS FROM TALFS WILL GO TOWARD SATISFYING REDEMPTION REQUESTS, LESS OUR STANDARD 28% PRO SERVE RATE ON NET INCOME, LESS TAX AND COSTS. WE WILL USE TRANSFERABLE SUBORDINATIONS TO PREVENT DELAY IN LIQUIDATION OF AFFECTED PROPERTY IN THE EVENT THAT WE EFFECT A TALF AS A GOOD-FAITH MEANS OF ENSURING THE MOST TIMELY AND COMPLETE REDEMPTION POSSIBLE.

PURCHASE. YOUR PURCHASE OF MEMBERSHIP INTERESTS IN THE MIXED FIS AND REALTY FUND INVESTMENT CLUB BEGINS WHEN WE SIGN THIS AGREEMENT.

WE RESERVE THE RIGHT TO VERIFY YOUR IDENTITY BETWEEN THE TIME WHEN YOU INITIATE YOUR PURCHASE AND WHEN WE CERTIFICATE YOUR INTEREST. UNTIL YOUR IDENTITY HAS BEEN VERIFIED, WE RESERVE RIGHTS TO LIMIT THE TRANSACTIONS ASSOCIATED WITH YOUR ACCOUNT, REFUSE YOUR INVESTMENT, OR INVOLUNTARILY REDEEM YOUR INVESTMENT AND CLOSE YOUR ACCOUNT. IF WE ARE UNABLE TO VERIFY YOUR IDENTIFY OR OTHERWISE INCUR LIABILITY IN RELATION TO YOUR ACCOUNT, WE MAY INVOLUNTARILY REDEEM YOUR INVESTMENT AND CLOSE YOUR ACCOUNT.

AFTER YOUR IDENTIFY HAS BEEN VERIFIED, YOUR SIMPLE $1 INTERESTS ARE TO BE PERFECTED THROUGH DIGITAL CERTIFICATION UPON OUR RECEIPT OF YOUR CASH PAYMENT FOR THE NUMBER OF $1 MEMBERSHIP INTERESTS YOU AGREE TO BUY. NO 409A VALUATION IS REQUIRED FOR THIS CONTINGENT CONVERTIBLE OFFERING OR HAS BEEN PERFORMED. NO FORM S8 HAS BEEN FILED OR IS REQUIRED TO BE FILED AT THIS TIME.

DISTRIBUTIONS. WHEN WE MAKE DISTRIBUTIONS, YOU MAY ELECT FOR A CHECK OR DIRECT DEPOSIT. IF YOU ELECT FOR DIRECT DEPOSIT, THE ACCOUNT YOU PROVIDE MUST BE VERITABLE, BASED IN THE UNITED STATES, AND USED EXCLUSIVELY FOR TRANSACTIONS CONDUCTED IN UNITED STATES DOLLARS.

WE AIM TO PAY A 72% ANNUAL PERCENTAGE YIELD IN PARI-PASSU DISTRIBUTIONS ON EACH DOLLAR SHARE FOR A 100% ANNUALIZED RATE OF RETURN, SUBJECT TO THE RAMP UP TIME IN THE APPENDIX AND RISKS SET OUT IN THIS AGREEMENT AND ITS SUPPLEMENTS. THIS IS INTENDED TO BE ACCOMPLISHED IN A MANNER THAT RESULTS IN APPROXIMATELY EQUIVALENT ALLOCATIONS BETWEEN COLLATERALIZABLE REALTY, INVESTOR DIVIDENDS, AND EMPLOYEE COMPENSATION/EXPENSES SUBJECT TO COLLATERAL CAPITAL CAP RULES.

WE DO NOT CHARGE PER-TRANSACTION OR ACCEPT OTHER SPECIAL CONSIDERATION. WE ADHERE TO THE COMMISSION’S LIMITATIONS ON UNEARNED ADVISORY FEES IN GOOD FAITH.[2]

WE WILL WITHHOLD TAXES AT ORDINARY BUSINESS INCOME TAXATION LEVELS PURSUANT TO ELECTIONS FILED WITH THE IRS AT THE FIRM LEVEL. TAX WITHHELD FOR YOU WILL REFLECT ON YOUR PERIODIC K-1.

WE WILL NOT PROVIDE YOU TAX ADVISORY UNDER ANY CIRCUMSTANCE AND REQUIRE YOU TO HANDLE ALL TAX CONCERNS SEPARATELY FROM OUR PRIVATE INVESTMENT CLUB.

COMPLETE INTEGRATION. INCLUSIVE OF MATERIALS LIKE THE RAMP UP SCHEDULE AND ONBOARDING CHECKLIST, THIS AGREEMENT FOR THE PURCHASE OF MEMBERSHIP INTERESTS IS FULLY INTEGRATED AS A STANDALONE INSTRUMENT AND SUPERSEDES ALL PRIOR OR OTHER UNDERSTANDINGS, WHETHER WRITTEN OR ORAL.

NO OTHER DOCUMENT OR DOCUMENTS MAY BE INCORPORATED INTO THIS AGREEMENT EXCEPT BY MUTUAL WRITTEN ASSENT TO AMENDMENT OR RESTATEMENT REFERENCING THE SPECIFIC PROVISIONS OF THIS AGREEMENT TO BE AMENDED OR RESTATED.

FORUM. ALL PARTIES CONSENT TO COLORADO JURISDICTION PURSUANT TO 13 C.R.S. §1-124 AND AGREE TO BE BOUND 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 FOR OUR REASONABLE EXPECTATIONS OF PERSONAL PRIVACY AND FIDUCIARY PRIVILEGE. YOU FURTHER AGREE NOT TO MAKE INVASIVE, EXCESSIVE, OR BURDENSOME DISCOVERY REQUESTS OR TO REQUEST PRIVILEGED MATTER IN THE EVENT OF LITIGATION OR ADR.

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

YOU MAY QUIT AT ANY TIME AND REDEEM YOUR SECURITIES FROM US SUBJECT TO THE TERMS OF THIS AGREEMENT.

WE MAY ELECT TO INVOLUNTARILY REDEEM YOUR INVESTMENT AND CLOSE YOUR ACCOUNT AT ANY TIME.

IF YOU CHOOSE TO QUIT OR WE ELECT TO CEASE OPERATIONS, YOU WILL REMAIN ENTITLED TO PRO RATA APPORTIONMENT ON A PER DIEM BASIS OF ANY CONTINGENT PARI-PASSU DISTRIBUTION TO WHICH YOU WOULD HAVE BEEN ENTITLED HAD YOU REMAINED IN POSSESSION OF YOUR CERTIFICATE OR HAD WE CONTINUED OPERATIONS. THIS INTEREST IS TO BE PAID WITH REFERENCE TO THE PRIOR AND NEXT DISTRIBUTION DATES, OR THE PRIOR DATE AND THE DATE OF THE WINDING DOWN OF THE FUND.

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 THE COROLLARY FIDUCIARY STANDARDS OF PRUDENCE, LOYALTY, AND CARE WHILE ACTING AS ADVISORS.

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

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

II. ISSUER’S REPRESENTATIONS

ISSUER’S DISCLOSURE OBLIGATIONS. WE ARE OBLIGATED TO DISCLOSE TO OUR AFFILIATIONS WITH OTHER FIRMS AND 3RD PARTY AFFILIATES AS THEY EMERGE, IF THEY EMERGE, OUR SALES AND REFERRAL FEES, ANY DISCIPLINARY PROCEEDINGS THAT MAY ARISE, AND WHETHER THERE ARE ANY ANY COMPULSORILY INTEGRATED PARALLEL HORIZONTAL OR VERTICAL OFFERINGS.

REGULATORY ELECTIONS AND DESIGNATIONS. DOWNTOWN ASSET MGMT PLLC IS A COLORADO COMPANY WITH A PRINCIPAL PLACE OF BUSINESS AT 1001 BANNOCK ST., DENVER, CO 80204 OPERATING UNDER COLORADO CHARTER NO. 20258333551. WE MAKE THE PRESENT OFFERING OF INTERESTS IN THE DOWNTOWN ASSET MGMT MIXED FIS AND REALTY FUND UNDER REG A OR THE SECURITIES ACT OF 1933 SMALL PRIVATE FUND CAPITAL RAISE RULE. WE INTEND TO SUBMIT QUALIFICATION FILINGS FOR THE MIXED FIS AND REALTY FUND INVESTMENT CLUB SHOULD THE NEED ARISE.

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 EXCEPTING FOR ITS INTERNALLY CONTROLLED MIXED FIS AND REALTY FUND, AND IS NOT PARTY TO ANY BUSINESS COMBINATION WITHIN THE MEANING OF 17 CFR §230.145.

THE MIXED FIS AND REALTY FUND IS AN OFFERING OF SECURITIES MADE BY DOWNTOWN ASSET MGMT PLLC THROUGH ITS SEPARATELY ORGANIZED DOWNTOWN ASSET MGMT MIXED FIS AND REALTY FUND INVESTMENT CLUB. THERE ARE NO PARALLEL HORIZONTAL OR VERTICAL BUSINESS STRUCTURES APPURTENANT TO DOWNTOWN ASSET MGMT PLLC AND THE MIXED FIS AND REALTY FUND INVESTMENT CLUB.

DOWNTOWN ASSET MGMT PLLC RESERVES THE RIGHTS TO SCALE HORIZONTALLY IN MULTINATIONAL COMMERCE FOR TRUST SERVICING, AND TO INCORPORATE CLIENTS IN NEW INDUSTRIES UNDER A BROADER UMBRELLA OF VERTICALS ATTENDANT OF SPECIFIC VERTICALS, AND IN SO DOING SERVICE FUNDS OTHER THAN THE MIXED FIS AND REALTY FUND.

STATEMENT AS TO COMPLIANCE WITH 17 CFR §230.508. OUR OBSERVATION IS THAT REGULATIONS CHANGE FREQUENTLY IN THE SECURITIES INDUSTRY. EVEN A TEAM OF QUALIFIED EXPERT LAWYERS ADMITTED TO PRACTICE LAW BEFORE THE COMMISSION AND THE HIGHEST COURTS MAY STRUGGLE TO REMAIN FULLY ADVISED OF CHANGES TO ALL GOVERNING LAWS. WE TRY VERY HARD TO DO THINGS THE RIGHT WAY.

ISSUER’S STATEMENT AS TO RISK FROM CONSOLIDATED VOTING RIGHTS. AS A PURCHASER OF CAPITAL STOCK, YOU SHOULD BE AWARE THAT THE CONSOLIDATION OF VOTING INTERESTS IN DIFFERENT TIERS OF VOTING CLASSES MAY LIMIT YOUR ABILITY TO INFLUENCE IMPORTANT MANAGEMENT DECISIONS AND BUSINESS OUTCOMES. IT IS ALMOST CERTAIN THAT YOU WILL BE A MINORITY OWNER WITH INSUFFICIENT CUMULATIVE VOTING POWER TO INFLUENCE RESULTS FOR IMPORTANT DECISIONS CONCERNING THE ADMINISTRATION OF THIS FUND. WE NONETHELESS THINK RELIANCE ON THE SEC INCIDENTAL ADVISORY RULE’S LIMITING SCHEDULE ENSURES AN ALIGNMENT OF INTERESTS THAT IS FAIR FOR ALL CONCERNED: WE EARN THE MOST WHEN WE PAY YOU THE GREATEST DIVIDENDS.

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. YOU AGREE THAT IF YOU BECOME PARTY TO ANY SUCH ORGANIZATION, WE HAVE CAUSE TO INVOLUNTARILY REDEEM YOUR INVESTMENT AND CLOSE YOUR ACCOUNT.

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

SCOPE. YOU REPRESENT THAT YOU ACCEPT THAT THE MIXED FIS AND REALTY FUND HAS NO DIRECT OR INDIRECT LEGAL OR EQUITABLE RIGHTS IN THE FINANCIAL ENGINEERING WORK PRODUCT OF DOWNTOWN ASSET MGMT PLLC ARISING FROM DOWNTOWN ASSET MGMT PLLC’S MANAGEMENT OF THE MIXED FIS AND REALTY FUND.

WHOLE CONTRACT. YOU REPRESENT THAT YOU HAVE READ THIS ENTIRE DOCUMENT AND EACH OF THE ITEMS SET OUT IN THE PURCHASE AGREEMENT, AND YOU AGREE TO PROMPTLY FURNISH ALL OF THE MATERIALS SET OUT IN THE ONBOARDING CHECKLIST UPON INITIATING YOUR PURCHASE. YOU FURTHER AGREE THAT YOU WILL RETURN A SIGNED RISK DISCLOSURE STATEMENT, AND THAT YOU HAVE READ THE RISK DISCLOSURE STATEMENT IN ITS ENTIRETY.

IV. DISCLOSURE STATEMENTS

REPRESENTATIONS. ISSUER WARRANTS THAT IT IS OPERATING UNDER UNDER SEC REGULATION BUT IS PERMITTED EXEMPTIONS FROM REPORTING STANDARDS ESTABLISHED BY THE SEC AND COLORADO SECURITIES DIVISION DUE TO THE SMALL, PRIVATE NATURE OF THIS OFFERING THROUGH A CLOSED MEMBERSHIP CLUB.

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 LAW WHEN REDEEMING YOUR INTEREST, OR IN RELATION TO ANY DISPUTE THAT MAY OCCUR.

ISSUER FURTHER WARRANTS THAT IT IS A SMALL BUSINESS OFFERING INCIDENTAL PROFESSIONAL SERVICES AND NOT A BANK, INSURER, LENDER, CRYPTOVAULT, OR BONDING AGENT.

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 THIS OFFERING OF SECURITIES OF THE MIXED FIS AND REALTY FUND IS NOT AN OFFER TO INVEST IN A TRADE PLATFORM, TECHNOLOGY PRODUCT, DATA SERVICE, BROKERAGE SERVICE, PATENT, OR INTELLECTUAL PROPERTY RIGHTS. NO REPRESENTATIONS HAVE BEEN MADE TO YOU ABOUT THE VALUE OF ANY SUCH TECHNOLOGY, PRODUCT, SERVICE OR ASSOCIATED IP RIGHTS.

ISSUER WARRANTS THAT ITS MANAGERIAL DIRECTOR RESERVES THE RIGHT TO ENGAGE IN DUALING DESCRIBED IN 17 CFR §41.27 AND PERTINENT RELATED EXCHANGE RULES AND BYLAWS.

RISK DISCLOSURE STATEMENT. THOUGH DOWNTOWN ASSET MGMT PLLC HAS UNDERTAKEN GREAT EFFORTS TO IMPOSE APPROPRIATE RISK CONTROLS ON ITS TRADE PROGRAM, THERE IS RISK INVOLVED IN PURCHASING DOWNTOWN ASSET MGMT PLLC’S SECURITY OFFERING.

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.[5] THOUGH OUR USE OF RISK-MITIGATING HEDGING LIMITS OUR RISK EXPOSURE, WE ARE REQUIRED BY LAW TO DISCLOSE THAT HEDGING WITH MARGIN COULD RESULT IN SIGNIFICANT LOSSES, INCLUDING ALL OF YOUR INITIAL INVESTMENT. WE ARE OF THE BELIEF THAT OUR ELECTION TO ESCHEW SPECULATIVE INSTRUMENTS LIKE PHYSICAL COMMODITIES SUBSTANTIALLY LIMITS YOUR RISK EXPOSURE, BUT THIS DISCLOSURE IS NONETHELESS REQUIRED.

NO MATTER WHAT PREPARATIONS WE UNDERTAKE, WE MAY ENCOUNTER MARKET CONDITIONS AND SOURCES OF RISK THAT ADVERSELY AFFECT THE VALUE OF YOUR INVESTMENT. RISK FACTORS WHICH WE MAY ENCOUNTER 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, CYBER-TERRORISM, HACKING, REBELLION, INSURRECTION, FORCE MAJEUR, UNION STRIKES, UNAVAILABILITY OF ACCURATE AND RELIABLE MARKET DATA, ANTI-COMPETITIVE PRACTICES OF RIVAL BUSINESSES, PIRACY, THEFT, FRAUD, AND SOCIAL ENGINEERING BY ORGANIZED CRIMINALS WITH SPONSORSHIP FROM NATION-STATES.

YOU ACCEPT THAT DIVIDEND RATES ARE NOT GUARANTEED AND MAY VARY ACCORDING TO RISK FACTORS THAT ARE LARGELY OUT OF OUR ABILITY TO CONTROL. ADVERSE CHANGES TO MARKET CONDITIONS REFLECTED IN LOW VOLUME, LACK OF LIQUIDITY, HIGH OR LOW INTEREST RATES, SLOWING OF BUSINESS CONDITIONS, CHANGES IN INVESTOR PREFERENCES, AND NEW REGULATIONS OR GOVERNMENTAL ACTIONS MAY NEGATIVELY IMPACT THE VALUE OF YOUR INVESTMENT.

AS A NEW INVESTMENT CLUB, OUR MEMBERSHIP CERTIFICATES CARRY MORE IDIOSYNCRATIC RISKS THAN DO THE CAPITAL EQUITIES OF BETTER ESTABLISHED FIRMS. 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 BRIEF DISCLOSURE STATEMENT DOES NOT ATTEND ALL SOURCES OF RISK ASSOCIATED WITH YOUR PURCHASE. DEPENDING ON YOUR LEVEL OF SOPHISTICATION, YOU MAY WISH TO SEEK COUNSEL FROM A LICENSED INVESTMENT ADVISOR, CPA, OR CMA ABOUT THE MERITS OF THIS PURCHASE.

WE ARE AVAILABLE TO ANSWER ADDITIONAL QUESTIONS DIRECTED TO MGMT@DOWNTOWNASSETMGMT.COM WITH THE SUBJECT INVESTOR RELATIONS.

[3] Downtown Asset Mgmt PLLC’s positions are fairly 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 TO WAIVE YOUR RIGHTS TO SUE US FOR LOST OR IRREDEEMABLE SUMS. YOU AGREE TO WAIVE ALL RIGHTS TO ABROGATE THIS RELEASE.

YOU AGREE TO WAIVE YOUR RIGHTS TO INITIATE OR JOIN A CLASS ACTION SUIT AGAINST US.

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 IN THE FUND.

INDEMNIFICATIONS OF ISSUER’S DESIGNATED RESPONSIBLE PERSONS. WE ARE A SMALL PRIVATE FUND AND NOT A FINANCIAL INSTITUTION. THOUGH WE ARE REGULATED AS FIDUCIARIES IN PERFORMING THIS AGREEMENT, WE ARE NOT LICENSED AS 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 AND REALTY FUND INVESTMENT CLUB.

YOU REPRESENT THAT YOU SHALL NOT ATTEMPT TO TRAVERSE THIS EXPRESS CONVEYANCE OF INDEMNIFICATION THROUGH ANY THEORY OF LIABILITY. YOU AGREE THAT ALL AMBIGUITIES IN CONTRACT SHALL BE CONSTRUED BY THE DRAFTING PARTY AT ITS REASONABLE DISCRETION, WHICH MUST APPROXIMATE OUTCOMES OF SIMILARLY SITUATED PARTIES APPEARING BEFORE THE SEC.

ISSUER’S REFUSAL OF DUTY 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.

IF YOU ARE BEING SUED BY CREDITORS, IT IS YOUR RESPONSIBILITY TO REQUEST A REDEMPTION TO SATISFY YOUR OBLIGATION BEFORE YOUR CREDITORS INVOLVE US IN LEGAL PROCESSES. YOUR FAILURE TO UPHOLD YOUR OBLIGATION MAY RESULT IN OUR INVOLUNTARY REDEMPTION OF YOUR INVESTMENT AND THE CLOSING OF YOUR ACCOUNT LESS PERSONNEL COSTS, COURT COSTS, EXPERTS FEES, WITNESS FEES, OR ATTORNEYS FEES THAT YOU CAUSE US TO INCUR.

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 AND REALTY FUND, AND THE SUPPLEMENTS HERETO, FOR A PRICE OF {COST} AND REMITTITUR OF {PERCENT} ALLOCABLE TO {ASSOCIATE NAME OR NAMES}. 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.
SIGNED RISK DISCLOSURE STATEMENT.

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 MEMBERSHIPS NOW