Uptown Financial Advisors LLC

Item 5 - Fees and Compensation

Uptown Capital Advisors
Form ADV Part 2A

 The advisory fees payable to the Firm are a percentage of assets under management. The fee schedule for this
 service is as follows:

                           Portfolio Size                               Annualized Fee
            $0                       $250,000                   .95%
            $250,000                 $1,000,000                 .90%
            $1,000,001               $2,000,000                 .80%
            $2,000,001               $5,000,000                 .75%
            $5,000,001               $10,000,000                .70%
            Over $10,000,000                                    Negotiable

 Advisory Fees are negotiable and the exact fee payable by the client will be clearly listed in the advisory contract
 signed by the firm and the client. Advisory Fees are payable quarterly, in arrears and are subject to change on
 30 days written notice. There is not an additional charge for Financial Planning services.

 Our Firm uses a breakpoint fee schedule. This means that the entire portfolio is charged the same asset
 management fee in line with the breakpoint provided in the above fee schedule. For example, a client with an
 average daily balance of $1,000,000 for the quarter would pay $2,250 in fees for that quarter ($1,000,000 x
 0.90% = $9,000. $9,000/4 = $2,250.00).

 Account Minimum: Uptown Capital Advisors generally requires a $100,000 minimum for the management of
 accounts, but reserves the right to make exceptions on a case-by-case basis. In addition, we reserve the right to
 refuse to accept proposed management responsibilities or to resign from management of any account(s).

 We maintain a limited Power of Attorney for all discretionary accounts for directing and or effecting
 investments on behalf of the managed account, for the direct payment of our fees and or the payment of
 commissions, custodial fees and or other charges incurred by your managed account.

 To the extent mutual funds or ETFs are selected, the annual advisory fee set forth above does not include the
 customary fees and expenses associated with investing in mutual funds or ETFs, including Rule 12b-1 fees and
 expenses.

 The section referred to as “Brokerage Practices” further describes the factors that we consider in selecting or
 recommending broker-dealers for transactions and determining the reasonableness of their compensation (e.g.,
 commissions).

 Termination
 Either party may terminate the relationship upon 30 days written notice. If termination occurs at a time other
 than quarter end, a final fee will be charged that will be prorated according to the number of days for which we
 provided our investment advisory services during that quarter.

 Fee Payment Options
 At the inception of the relationship and each quarter thereafter, we will notify your custodian of the amount of
 the fee due and payable to us through our fee schedule and contract. The custodian does not validate or check
 our fee, or the calculation of the assets on which the fee is based. They will “deduct” the fee from your
 Account(s) or, if you have more than one account, from the account you have designated to pay our advisory
 fees.

Uptown Capital Advisors
Form ADV Part 2A

 Each month, you will receive a statement directly from your custodian showing all transactions, positions and
 credits / debits into or from your account; the statements after the quarter end will reflect these transactions,
 including the advisory fee paid by you to us.

 Billing on Cash Positions: The firm treats cash and cash equivalents as an asset class. Accordingly, unless
 otherwise agreed in writing, all cash and cash equivalent positions (e.g., money market funds, etc.) are included
 as part of assets under management for purposes of calculating the firm’s advisory fee. At any specific point in
 time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such
 anticipated market conditions/events will occur), the firm may maintain cash and/or cash equivalent positions
 for defensive, liquidity, or other purposes. While assets are maintained in cash or cash equivalents, such
 amounts could miss market advances and, depending upon current yields, at any point in time, the firm’s
 advisory fee could exceed the interest paid by the client’s cash or cash equivalent positions.

 Periods of Portfolio Inactivity: The firm has a fiduciary duty to provide services consistent with the client’s best
 interest. As part of its investment advisory services, the firm will review client portfolios on an ongoing basis to
 determine if any changes are necessary based upon various factors, including but not limited to investment
 performance, fund manager tenure, style drift, account additions or withdrawals, the client’s financial
 circumstances, and changes in the client’s investment objectives. Based upon these and other factors, there
 may be extended periods of time when the firm determines that changes to a client’s portfolio are neither
 necessary nor prudent. Notwithstanding, unless otherwise agreed in writing, the firm’s investment advisory fee
 will continue to apply during these periods, and there can be no assurance that investment decisions made by
 the firm will be profitable or equal any specific performance level(s).

 Additional Fees and Expenses
 Advisory fees payable to us do not include all the fees you may pay when we purchase or sell securities for your
 Account(s). The following list of fees or expenses are what you pay directly to third parties, whether a security is
 being purchased, sold or held in your Account(s) under our management. Fees charged are by the broker dealer
 / custodian.

 We do not receive, directly or indirectly any of these fees charged to you. They are paid to your broker,
 custodian or the mutual fund or other investment you hold. The fees include, among others:
...

Item 7 - Types of Clients

 We provide our services to a number of Clients, including among others:
    • Individuals, including high net worth individuals
    • Trusts, estates and charitable organizations
    • Corporations or other business entities
    • Not for profit entities

 Uptown Capital Advisors generally requires a $100,000 minimum for the management of accounts, but reserves
 the right to make exceptions on a case-by-case basis.