Downtown Asset Mgmt PLLC (DAM) is a small, private, professional services company in the business of providing real estate and financial engineering advisories. DAM is independent and has no subsidiaries, affiliates, or parent company.

DAM’s present restricted offering of securities of the Mixed FIS and Realty Fund is being made under Reg A or The Securities Act of 1933 Small Private Fund Capital Raise Rule.

You should be advised of risks arising from the facts that Downtown Asset Mgmt PLLC is neither a member of FINRA, NFA, or NIPR, nor is it a member of the Federal Reserve or an affiliate of any Federal Reserve member bank. Downtown Asset Mgmt PLLC is also not a state chartered bank, thrift, or savings and loan, nor does it issue cryptocoin, stablecoin, or non-fungible tokens. Your purchase of securities of Downtown Asset Mgmt PLLC’s Mixed FIS and Realty Fund is not a deposit. The Mixed FIS and Realty Fund’s securities are not insured by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. There is no bank guarantee underlying your purchase. Any investment you make in a purchase of capital securities may lose value, even if collateralized with realty or insured.

Downtown Asset Mgmt PLLC is also not an issuer, guarantor, indemnitor, or underwriter of life insurance, disability insurance, long-term care insurance or any other policy of a similar nature, nor is it recommended that you purchase our securities as a substitute for such a product. Because we are not a life insurance, disability insurance, or long-term care insurance company, your investment does not accord the same legal protections that life or disability or long-term care insurance indemnity policies provide.

Your purchase of securities of the Mixed FIS and Realty Fund is an investment in an interest in the beneficial results of professional financial engineering advisory services. Your purchase is not an investment in a financial platform, technological product, trade secret, or intellectual property, nor does it attach to any form of direct or indirect right, title, or interest in financial engineering work product arising out of Downtown Asset Mgmt PLLC’s management of the Mixed FIS and Realty Fund. No representations have been made to you about the value of a financial platform, technological product, trade secret, or intellectual property, nor does your purchase equate to an actual or potential interest in any such property, rights, titles, or interests.

The class structure of the company’s capital stock also has the effect of concentrating power to make important business decisions in the hands of one managing Director, which will eliminate or negate your ability to impact the outcome of business decisions. Though we believe this comprises a potential risk factor meriting full disclosure, we also believe that our reliance upon the Commission’s incidental advisory compensation rules results in a fundamentally fair alignment of interests for all concerned: We have no right to charge unreasonable management fees, and the greater the dividend paid to cash purchasers of capital equities, the more that DAM employees are legally eligible to earn.

Though we believe our macroeconomic outlook to be impeccably vetted, investing in a new business may come with idiosyncratic risks that investment in established businesses may not. We believe that positive relations with key suppliers of necessary components moot many such concerns, but that a full disclosure statement should nonetheless contain verbiage concerning this potential source of investment risk.

You are encouraged to read a more full set of risk disclosures in the private offering memorandum to apprehend a more complete depiction of investment risks, and to obtain additional insights into some of the ways that we attempt to mitigate these risks through applied financial engineering.

FOR ACCREDITED INVESTORS ONLY – OFFERING MEMORANDUM

ACKNOWLEDGEMENT OF UNDERSTANDING

I, {NAME}, the undersigned, hereby attest that I have read and understood the above risk disclosure statement, and that I have had ample opportunity to ask questions about any terms that do not make sense to me or that are unclearly worded, and that I agree to accept its provisions as lawfully binding terms, stipulations, and conditions of my purchase of securities in the Mixed FIS and Realty Fund.

NAME: ______________________________                      TITLE: ________________

SIGNATURE: ___________________________                 DATE: ________________