UPTICK PARTNERS, LLC

ITEM 1 - COVER PAGE ADV PART 2A BROCHURE UPTICK PARTNERS, LLC 777 EAST AUSTIN NACOGDOCHES, TX 75965 P: (936) 800-0800 W: WWW.UPTICKPARTNERS.COM November 1, 2025 This brochure provides information about Uptick Partners, LLC's (“Uptick”) business practices and qualifications. If you have any questions about this brochure's contents, please contact Us at (936) 800-0800. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or any state securities authority. Uptick is a Registered Investment Adviser (“RIA”). Registration as an Investment Adviser with the SEC or any state securities authority does not imply a certain level of skill or training. Additional information about Uptick is available on the Securities Exchange Commission website at http://www.adviserinfo.sec.gov/. You can search this site by a unique identifying number called an IARD number. The IARD number for Uptick is #324250.  ITEM 2 - MATERIAL CHANGES SUMMARY OF MATERIAL CHANGES Under federal and state law, fiduciaries must make full disclosure to Clients of all material facts relating to the advisory relationship. This brochure provides Clients or prospective Clients with information and conflicts of interest about Uptick Partners, LLC, (“Uptick Partners”, “We” or “Our Firm”) that should be considered before or when obtaining Our investment advisory services. We are required to update this item to describe the material changes made to this brochure on an annual basis and deliver to you, within 120 days of the end of the fiscal year, a free updated brochure that includes or is accompanied by a summary of material changes; or a summary of material changes and an offer to provide an updated brochure and how to obtain it. We will also provide interim disclosures regarding material changes, as necessary. Since Our last annual amendment on March 28, 2024, this brochure has been amended as follows: • Item 4 o Removed Uptick NexGen Program Services. o Added language for the Altruist One platform o Disclosed Uptick Partners, LLC maintains a related entity, Holistic Tax Solutions, LLC • Item 5 o Removed Uptick NexGen Program Fee. o Updated language to define hourly fee in Financial Planning and Investment Consulting & Business Exit Consulting Services. o Added language for the Altruist One platform fee. o Disclosed Uptick Partners, LLC maintains a related entity, Holistic Tax Solutions, LLC o Added language to clarify the fee for Advyzon AIM program. • Item 7 o The firm no longer charges a minimum annual fee for investment advisory services. • Item 12 o Added Raymond James & Associates as a Custodian. o Added language for the Altruist One platform disclosure. o Added language for structured note trade away platforms. • Item 14 o Added Educational and Client Event Sponsorship. This brochure may be updated periodically for non-material changes to clarify and provide additional information. QUESTIONS & CONCERNS We encourage you to read this document in its entirety. Our Chief Compliance Officer, Jason Barber, remains available to address any questions or concerns regarding this Part 2A Brochure, including any material change disclosure or information described below. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 2  ITEM 3 - TABLE OF CONTENTS ITEM 1 - COVER PAGE ___________________________________________________________________________ 1 ITEM 2 - MATERIAL CHANGES ____________________________________________________________________ 2 ITEM 3 - TABLE OF CONTENTS ___________________________________________________________________ 3 ITEM 4 - ADVISORY BUSINESS ____________________________________________________________________ 4 ITEM 5 - FEES AND COMPENSATION ____________________________________________________________ 10 ITEM 6 - PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT _____________________________ 14 ITEM 7 - TYPES OF CLIENTS _____________________________________________________________________ 15 ITEM 8 - METHODS OF ANALYSIS, STRATEGIES, & RISK OF LOSS ___________________________________ 15 ITEM 9 - DISCIPLINARY INFORMATION ___________________________________________________________ 23 ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES & AFFILIATIONS _______________________________ 24 ITEM 11 - CODE OF ETHICS, PARTICIPATION & INTEREST IN CLIENT TRANSACTIONS, & PERSONAL TRADING ______________________________________________________________________________________ 24 ITEM 12 - BROKERAGE PRACTICES _______________________________________________________________ 25 ITEM 13 - REVIEW OF ACCOUNTS _______________________________________________________________ 29 ITEM 14 - CLIENT REFERRALS & OTHER COMPENSATION _________________________________________ 29 ITEM 15 - CUSTODY ____________________________________________________________________________ 31 ITEM 16 - INVESTMENT DISCRETION _____________________________________________________________ 32 ITEM 17 - VOTING CLIENT SECURITIES ___________________________________________________________ 33 ITEM 18 - FINANCIAL INFORMATION ____________________________________________________________ 33 UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 3  ITEM 4 - ADVISORY BUSINESS ABOUT OUR FIRM Uptick Partners, LLC is registered with the Securities and Exchange Commission ("SEC") as an investment adviser, with its principal business location in Texas. Our Firm currently has two office locations in Nacogdoches, TX. Our Firm registered with the SEC as an investment adviser in December 2022. Uptick Partners, LLC, principal owners are EagleStorm Inc., Pankratz Partners Inc., and Barber Family Ventures, Inc. Jason M. Barber is the owner of EagleStorm, Inc. Taylor P. Pankratz is the owner of Pankratz Partners, Inc. Steven W. Barber owns Barber Family Ventures, Inc. This brochure is designed to provide detailed and precise information about each item noted in the table of contents. Certain disclosures are repeated in one or more items; others are referred to throughout to be as comprehensive as possible on the broad subject matters discussed. Within this brochure, specific terms in either are used as follows: • “Uptick” refers to Uptick Partners, LLC. • “Firm,” “We,” “Us,” and “Our” refer to Uptick Partners, LLC. • “Advisor,” “Investment Advisor Representative,” and “IAR” refer to Our professional representatives who provide investment recommendations or advice on behalf of Uptick Partners, LLC. • “You,” “Yours,” and “Client” refer to Clients of Uptick Partners, LLC, and its advisors. • “Code” refers to Our Firm’s Code of Ethics. • “CCO” refers to Our Chief Compliance Officer. WEALTH MANAGEMENT SERVICES WE OFFER Our Firm provides discretionary investment advisory services referred to herein as “Wealth Management.” Wealth Management is an ongoing relationship that includes Investment Management, access to Financial Planning and Advice, and Tax Planning, and, if elected by You, optional third-party services. While each of these services is available on a stand-alone basis, certain services can also be rendered in conjunction with investment portfolio management as part of a comprehensive wealth management engagement (described in more detail below). In addition, tax preparation and other accounting services can be provided directly through the Firm or an affiliate. Before rendering any preceding advisory services, Clients must enter into one or more written Investment Advisory Agreements (“Agreements”), setting forth the relevant terms and conditions of the advisory relationship. A. INVESTMENT MANAGEMENT We provide investment management and advisory services to multi-generational families using separately managed accounts under a custodial relationship with an independent brokerage firm. We offer services to individuals, high net-worth individuals, trusts, estates, charitable organizations, corporations, and other business entities, as well as pension and profit-sharing plans. We engage with Clients on an initial and ongoing basis to assess key factors relevant to managing their portfolios, including risk tolerance, time horizon, liquidity constraints, and overall investment objectives. Depending on the Client’s needs, We provide both discretionary and non-discretionary investment management. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 4  To further refine Our understanding of a Client’s risk tolerance, We utilize third-party tools designed to assess and quantify investment risk preferences. These tools serve two primary purposes: (1) evaluating an investor’s risk profile and (2) aligning portfolio recommendations with the Client’s stated risk tolerance. The risk assessment process follows a structured methodology that assigns a numerical risk score based on the Client’s preferences. These tools analyze historical data and statistical models to illustrate expected returns, potential volatility, and investment variance. The resulting insights help ensure that Our portfolio recommendations are tailored to each Client’s financial goals, risk tolerance, and investment strategy. With Our discretionary relationship, We will change and rebalance the portfolio as appropriate to help meet Your financial objectives. We trade Client portfolios based on Our Firm’s market views and the Client’s financial goals. With Our non-discretionary relationship, We will provide recommendations to help meet Your financial objectives, but We must obtain Your approval before making any transactions in Your account. We primarily allocate Client assets among cash, exchange traded funds, mutual funds, individual securities, structured notes, professionally managed model portfolios, non-liquid alternative investments (including real estate syndicates), private equity funds, insurance products such as annuities, and independent investment managers (“Independent Managers”), and other investments deemed appropriate. A portion of the account may be held in cash, cash equivalents, or money market funds as part of the overall investment strategy. Cash balances may have a higher concentration and represent a significant portion of Your overall portfolio, depending on the current investment outlook or strategy. Clients may impose reasonable restrictions on investing in specific securities by notifying Uptick through written notification. Where We deem appropriate, We may enroll clients into Altruist One. Altruist One is an optional, household-level subscription that bundles a few custodial “extras” per month per household. Per Altruist, the bundle currently includes boosted cash yields, access or discounts in their Model Marketplace, automated tax-management tools like daily TLH, and zero transaction fees on mutual funds and fixed income. Uptick makes available to clients the Keep by StoneCastle cash management program (“Keep”) offered by StoneCastle Network, LLC (“StoneCastle”), an affiliate of StoneCastle Cash Management, LLC. The Keep Program allows customers to deposit funds in accounts at banks, savings institutions, and credit unions (collectively, “Insured Depositories”) in a manner that maintains full insurance of the funds by the Federal Deposit Insurance Corporation (“FDIC”) or National Credit Union Administration (“NCUA”), whichever is applicable. Funds will be deposited within StoneCastle’s network of Insured Depositories (“Deposit Network”). Uptick will assist clients in signing up for this program and facilitating the transfer of funds between the client’s like-titled brokerage accounts and the Keep account. Where deemed appropriate, We may recommend that Our Clients invest in structured notes or other alternative investments. While structured notes may have limited liquidity compared to traditional securities, they often have a secondary market, though pricing and availability can vary. Although the Investment Advisory Agreement with Our Clients grants Us broad investment authority, We do not anticipate investing in additional asset classes unless they align with the unique needs of Our Clients. A Client’s investment allocation and Our strategy will be based on their responses in review meetings, written questionnaires, stated goals, risk tolerance, objectives, and personal preference for Impact Investing. We may recommend that certain Clients utilize margin in the Client’s investment portfolio or other borrowing. Uptick only recommends borrowing for non-investment needs, such as bridge loans and UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 5  other financing needs. The Firm’s fees are determined based on the value of the assets being managed gross of any margin or borrowing. Our Firm also provides advice about any type of legacy positions or other investments held in Client portfolios; however, Clients should not assume that these assets are being continuously monitored or otherwise advised on by the Firm unless expressly agreed upon. Clients are advised to promptly notify Uptick if there are changes in their financial situation or if they wish to place any limitations on managing their portfolios. Clients can impose reasonable restrictions or mandates on the management of their accounts if Uptick determines, in its sole discretion, that the conditions will not materially impact the performance of a management strategy or prove overly burdensome to the Firm’s management efforts. Our Firm does not require a minimum account size for advisory account B. FINANCIAL PLANNING & ADVICE Our Firm offers financial planning services, which involve preparing a written financial plan covering specific or multiple topics. We provide full written financial plans, which may address one or several topics: Investment Planning, Retirement Planning, Insurance Planning, Tax Planning, Education Planning, Portfolios, and Allocation Review. Unless otherwise agreed to in writing, the Client is solely responsible for determining whether to implement Our financial planning recommendations. Our financial planning services do not involve implementing transactions on Your behalf nor include active and ongoing monitoring or management of Your investments or accounts. The Client must execute a separate written agreement if the Client elects to implement any of Our investment recommendations through Our Firm or retain Our Firm to monitor and manage investments actively. C. TAX PLANNING Our Firm’s planning services are advisory in nature and do not include legal services, accounting services, or tax return preparation. Any recommendation We make may require products or services to be obtained from, and work to be performed by, third-party professionals selected and retained by You, in Your sole discretion. You are solely responsible for deciding whether to implement any recommendation, for selecting and supervising any attorney, accountant, tax professional, insurance agent, or other service provider, and for all associated costs and outcomes. Our Firm does not guarantee that any recommendation will achieve the desired result. Our Firm maintains a related entity (“Affiliate”), which provides tax preparation services to some clients. In certain cases, Our Firm may choose to pay all or a portion of a client’s tax preparation fees to the Affiliate. This payment is made as a client service convenience and does not create additional cost to the client. THIRD-PARTY PROGRAMS, MANAGERS, PLATFORMS, & SUBADVISERS When deemed appropriate, Our Firm may utilize third-party programs, managers, model marketplaces, custodians, overlay providers, subadvisors, or technology platforms in providing Investment Management. Separate program, strategy, overlay, or platform fees established by such third-party providers may apply. Before referring you, Our Firm will provide initial due diligence on ITPMs and ongoing reviews of their management of Your accounts. To assist in selecting an ITPM, Our Firm will gather information about the UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 6  Client’s financial situation, investment objectives, and reasonable restrictions to be imposed upon the account management. Our Firm will periodically review the Manager's reports provided to the client. We will periodically contact the Client to review their financial situation and objectives, communicate information to the Manager as warranted, and assist you in understanding and evaluating the services provided. The Client will be expected to notify Our Firm of any changes in their financial situation, investment objectives, or account restrictions that could affect their financial standing. By executing an Investment Advisory Agreement with Our Firm, the Client gives Our Firm the discretionary authority to hire or fire the Manager and to allocate assets among Managers without obtaining consent. The services provided by the ITPM include: Implementation of an asset allocation • Assessment of Your investment needs and objectives • • Delivery of suitable style allocations (e.g., Income, Large Cap, Small Cap, Growth, Value, etc.) • Facilitation of portfolio transactions • Ongoing monitoring of investment vehicles’ performance • Review of accounts for adherence to policy guidelines and asset allocation • Reporting of Your portfolio activity. Each Manager generally has minimum account requirements that will vary among Managers. Account minimums are usually higher for fixed-income accounts than for equity-based accounts. A complete description of the Manager’s services, fee schedules, and account minimums will be disclosed in the Manager’s disclosure brochure, which will be provided to you before or when an agreement for services is executed and the account is established. ADMINISTRATIVE TECHNOLOGY & SUPPORT SERVICES Our Firm utilizes unaffiliated third-party technology providers to support data reconciliation, performance reporting, fee calculation and billing administration, Client relationship maintenance, periodic evaluations, and other account-administration functions. In providing these services, such providers may have access to certain Client account information necessary to perform their contracted tasks. These providers do not serve as investment advisers to Our Clients, do not have discretionary authority over Client assets, and do not bill Client accounts. Our Firm pays any platform subscription or per-account charges from the portion of the advisory fee retained by Our Firm; these costs do not increase the fee agreed to by the Client. We maintain confidentiality and information-security agreements with these providers. Our Firm and the service providers are non-affiliated companies. HELD AWAY ACCOUNT MANAGEMENT PLATFORMS Our Firm may utilize an unaffiliated third-party order-management platform to implement asset allocation and rebalancing for Client accounts not held with Our recommended Custodian (e.g., 401(k), 403(b), 529 plans, variable annuities, or similar “Held-Away Accounts”). Where authorized with discretionary management, We will review current holdings and available investment options, monitor the account, and rebalance as necessary in light of the Client’s goals, risk tolerance, and prevailing market conditions. Our objective is to improve the long-term efficiency of the account, manage realized gains and losses prudently, and seek to minimize avoidable internal costs. Client accounts are reviewed periodically (at least quarterly), and allocation changes are made as warranted. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 7  The platform permits trading access without Our Firm obtaining or retaining Client login credentials and is designed so that We are not deemed to have custody of Client funds or securities. We are not affiliated with the platform and receive no compensation from its provider for using it. Clients connect eligible accounts via a secure link provided by the platform. If You delay or fail to update access authorizations or credentials with the platform, We may be unable to view or manage the Held-Away Account, which could result in missed trading opportunities, unintended investment outcomes, or inadvertently inaccurate valuations used in the billing process under this Agreement. The platform is a third-party tool and is subject to its own operational, cybersecurity, and service-availability risks. INVESTMENT & BUSINESS EXIT CONSULTING Clients can engage in Uptick to manage and/or advise on certain investment products not maintained at their primary custodian, such as variable life insurance and annuity contracts and assets held in employer-sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, Uptick directs or recommends the allocation of Client assets among the various investment options available within the product. These assets are generally maintained at the underwriting insurance company, or the custodian designated by the product’s provider. In certain situations, Uptick facilitates referrals to other agents or vendors for annuities and insurance when such products align with a Client’s financial plan. Clients have the option to engage Uptick for advice and consulting on insurance-related products, with associated fees outlined in their agreement. These services are structured as part of either financial planning or portfolio management for products with underlying investments. When needed, Uptick works with third-party providers, such as RetireOne or DPL Financial Partners, LLC, to support these services. Uptick is a member of DPL Financial Partners, LLC’s (“DPL”) platform. They are a third-party provider of a platform of insurance consultation services to investment advisers and clients who need current or future insurance products. DPL offers Uptick membership to its platform for a fixed annual fee. Through its licensed insurance agents and registered representatives of The Leaders Group, Inc., an unaffiliated SEC-Registered Broker-Dealer and FINRA member, will offer members various services relating to commission-free insurance products. These services include, among others, providing members with analyses of their current methodology for evaluating Client insurance needs, educating, and acting as a resource to members regarding insurance products generally and specific insurance products owned by their Clients or that their Clients are considering purchasing and providing members access to, and marketing support for, commission free products that insurers have agreed to offer to members’ Clients through DPL’s platform. To provide platform services to investment advisers, DPL and RetireOne receive service fees from insurers offering commission-free products through the platform. These service fees are based on the insurance premiums received by the insurers from DPL members and RetireOne Clients. DPL and RetireOne pay a consulting fee for Uptick for this service. As such, these companies' consulting fees incentivize Uptick to refer advisory Clients needing insurance to these companies rather than other broker-dealers/insurance agencies or insurers directly. However, by industry regulations, We must act in Your best interest and not put Our interests ahead of Yours. DPL is licensed as an insurance producer in Kentucky and other jurisdictions where required to perform the platform services. Its representatives are also licensed as insurance producers, appointed as insurance agents of the insurers offering their products through the platform, and registered representatives of the Leaders Group. RETIREMENT SERVICES - PLAN LEVEL When applicable, Our Firm accepts its appointment as an “Investment Manager” within the meaning of Section 3(38) of ERISA (but only concerning those plan assets constituting the portfolio models). We will not have any UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 8  authority or responsibility in the administration of the Plan (including the selection of portfolio models for the Plan) or interpretation of any Plan document. Our Firm agrees it will act in a manner consistent with the requirements of a fiduciary under ERISA and the Code. We further agree that all investment management powers, duties, and responsibilities relating to the portfolio shall be exercised exclusively by Our Firm per the Plan. RETIREMENT SERVICES - PARTICIPANT LEVEL When providing any non-discretionary investment advisory services, We will solely be making investment recommendations to the Sponsor, and the Sponsor retains full discretionary authority or control over assets of the retirement plan. We agree to perform any non-discretionary investment advisory services to the retirement plan as a fiduciary, as defined in ERISA Section 3(21)(A)(ii). We will act in good faith and with the degree of diligence, care, and skill that a prudent person rendering similar services would exercise under similar circumstances. When providing administrative services, We may support the Sponsor with plan governance and committee education, vendor management and service provider selection and review, investment education, or plan participant non-fiduciary education services. We agree to perform any administrative services solely in a capacity that would not be considered a fiduciary under ERISA or any other applicable law. When offering investment models to plan sponsors, under certain circumstances, We will act as a “fiduciary” as defined under Section 3(21) of ERISA and Section 4975I (3) of the Internal Revenue Code of 1986, as amended (the “Code”). ROLLOVER RECOMMENDATION DISCLOSURE Our Firm is considered a fiduciary under the Investment Advisers Act of 1940. When We provide investment advice to you regarding Your retirement plan account or individual retirement account, We are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and the Internal Revenue Code, as applicable, which are laws governing retirement accounts. We must act in Your best interest and not put Our interests ahead of Yours. At the same time, how We make money conflicts with the Client's interests. A Client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): • leave the money in the former employer’s plan, if permitted, • roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, • rollover to an Individual Retirement Account (“IRA”), or • cash out the account value (which, depending upon the Client’s age, could result in adverse tax consequences). Our Firm may recommend a Client rollover plan assets to an IRA for which Our Firm provides investment advisory services. As a result, Our Firm and its advisors may earn an asset-based fee based on the rolled assets. In contrast, a recommendation that a Client leave their plan assets with their previous employer or rollover the assets to a plan sponsored by a new employer will generally result in no compensation to Our Firm. Therefore, Our Firm has an economic incentive to encourage a Client to roll plan assets into an IRA that Our Firm will manage, which presents a conflict of interest. To mitigate the conflict of interest, there are various factors that Our Firm will consider before recommending a rollover, including but not limited to: • the investment options available in the plan versus the investment options available in an IRA, • fees and expenses in the plan versus the fees and expenses in an IRA, UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 9  the services and responsiveness of the plan’s investment professionals versus those of Our Firm, required minimum distributions and age considerations, and • • protection of assets from creditors and legal judgments, • • employer stock tax consequences, if any. The Chief Compliance Officer remains available to address Client questions regarding overseeing the rollover and transfer of assets. WRAP FEE PROGRAM Our Firm does not sponsor or participate in a Wrap Program. Our advisory fee does not include trade execution costs. When We temporarily reimburse or offset ticket charges or other transaction costs for client service reasons, that does not convert the account into a wrap fee program. ASSETS UNDER MANAGEMENT As of December 31, 2024, Our Firm had $688,095,249 in assets under management, approximately $688,095,249 of which was managed on a discretionary basis and no non-discretionary AUM to report. ITEM 5 - FEES AND COMPENSATION In addition to the information provided in Item 4 – Advisory Business, this section details Our Firm’s services and each service’s fees and compensation arrangement. The Client and Uptick Partners, LLC’s Investment Advisory Agreement will outline and agree upon the exact costs and other terms related to the Client’s Accounts. Your total cost includes Our advisory fee and, when applicable, program or strategy fees charged by third-party managers or platforms, plus custodian charges and product expenses. We bill Our advisory fee monthly in arrears as described below. Program and strategy fees are in addition to Our advisory fee and are described in the relevant manager’s brochure. Product-level expenses, such as the expense ratios of mutual funds, ETFs, or annuities, and custodian or transaction charges are paid to those parties and are not billed by Us. We provide each client with a fee summary before account opening that lists the fees that will apply and, where feasible, estimates third-party costs based on the client’s selections. A. INVESTMENT MANAGEMENT Our Firm offers investment management services for an annual fee based on the amount of assets under management. Our maximum annual fee is 1.50%, based on a blended tier fee schedule, and We do not impose a minimum account size. Our annual fee is reasonable in relation to (1) the services provided and (2) the fees charged by other investment advisers offering similar services/programs. Our annual fee is prorated and charged monthly, in arrears, based on the average daily balance of the Client’s assets under management as of the close of business market value on the last business day of the previous month. Cash and cash equivalents, including money market funds, are subject to the agreed-upon advisory fee. Clients should understand that the advisory fees charged on these balances may exceed the returns provided by cash, cash equivalents, or money market funds, especially in low- interest rate environments. Managed legacy positions are included within Our Firm’s standard investment management fee and are outlined in the executed investment management agreement. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 10  Our Firm retains complete discretion to negotiate fees and may waive or impose different fees on any Client. The investment advisory fees will be deducted from Your account and paid directly to Our Firm by the qualified Custodian(s) of Your account. The Client will authorize the account's qualified Custodian(s) to deduct fees from the account and pay such fees directly to Our Firm. All account assets, transactions, and advisory fees will be shown on the monthly or quarterly statements provided by the Custodian. You should review Your account statements received from the qualified Custodian(s) and verify that appropriate investment advisory fees are being deducted. The qualified Custodian(s) will not verify the accuracy of the investment advisory fees deducted. We may aggregate related Client accounts to calculate the advisory fee applicable to the Client. The investment management agreement will outline the fee charged to a Client and any breakpoints based on the level of assets managed. The fees are subject to change with prior written notice to the Client. Some client households may be enrolled in Altruist One, an optional program subscription offered by Our custodian’s affiliate. If We deem its appropriate and you elect to participate in Altruist One, We will pass through the program fee of 0.12% per year of eligible household assets. Altruist One is provided by Altruist Corp; program features and terms are set by Altruist and may change. Program participation is at Our discretion and may vary by client need. Wealth Management Fee and the billed program or strategy fees shall not exceed 2.00% per year, exclusive of internal product expenses, custodian charges, transaction costs, and taxes. Our annual investment advisory fee may be higher than that of other investment advisers that offer similar services and programs. In addition to Our compensation, you may incur charges imposed at the mutual fund level (e.g., advisory fees and other fund expenses). Accounts initiated or terminated during a calendar month will generally be charged a prorated fee based on the days the Client account was open during that month. B. FINANCIAL PLANNING & ADVICE Our investment management services typically include financial planning; however, Clients have the option to engage Us separately for financial planning services. These services are offered on a fixed- fee or hourly basis, with fees mutually agreed upon in advance, typically $300 to $500 per hour. For Clients who choose standalone financial planning services without investment management services, fees range from $1,000 to $50,000. These fees are negotiable and determined based on various factors, including the scope of services requested, the complexity of the Client’s financial situation, the investment adviser representative involved, the composition of the Client’s account, other advisory services provided, and the overall Client relationship. Additionally, Clients may engage Uptick for consulting on insurance as part of their financial planning services. The amount of the fee for Your engagement is specified in Your financial planning agreement with Us. At Our sole discretion, the Client may be required to pay the fee when the agreement is executed with Our Firm. The fee is considered earned upon delivery of the financial plan, and any unpaid amount is immediately due. The Client may pay the fees owed for the financial planning services by submitting payment directly via check or by deducting the fee from an existing investment account. If the Client elects to pay by automatic deduction from an existing investment account, they will provide written authorization to Our Firm for such a charge. If the Client terminates the financial planning services after executing an agreement with Our Firm, the Client will be invoiced and responsible for immediate payment of any hourly financial planning services performed by Us before receiving notice of termination. For financial planning services, Our Firm UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 11  performs under a fixed and hourly fee arrangement; the Client will be responsible for paying a pro- rated fixed fee equivalent to the percentage of work that Our Firm completed. If there is a remaining balance of any fees paid in advance after deducting fees from the final invoice, those remaining proceeds will be refunded to the Client. C. TAX PLANNING As mentioned in Item 4, We maintain a related entity (“Affiliate”) that offers tax planning and tax return preparation. You are not required to use the Affiliate. If you elect optional tax return preparation, that engagement is documented separately; a portion of the advisory fee you pay to us may be allocated to the Affiliate for those tax services, as described in Exhibit C. This allocation does not increase the total advisory fee you pay to us for Wealth Management; any additional fees, if applicable, would only arise under a separate tax-prep engagement you authorize. Upon your written consent, we may coordinate with your chosen professionals to help implement recommendations. Such coordination is incidental to our advisory services and does not create an oversight or supervisory obligation with respect to those providers. We do not guarantee any particular outcome from planning or tax strategies. THIRD-PARTY PROGRAMS, MANAGERS, PLATFORMS, & SUBADVISERS A complete description of the ITPM’s services, fee schedules, and account minimums will be disclosed in Manager's disclosure brochure, which will be provided to you before or when an agreement for services is executed, and the account is established. Each third-party investment adviser is required under federal securities laws to provide their Clients, including ITPM Clients, with a Form ADV Part 2A (“Adviser Brochure” or “this Brochure”) that includes disclosures, and among other things, the fees charged to their Clients. The actual fee charged to the Client will vary depending on the ITPM. All fees are calculated and collected by the Manager, who will be responsible for delivering Our Firm’s portion of the fee paid by the Client. With ITPMs, you may incur additional charges, including but not limited to mutual fund sales loads, 12b-1 fees and surrender charges, and IRA and qualified retirement plan fees. Uptick does not receive any portion of the ITPM additional charges. If any such third-party fees are billed by or through Our firm, the aggregate of Our Wealth Management Fee and the billed program or strategy fees shall not exceed 2.00% per year, exclusive of internal product expenses, custodian charges, transaction costs, and taxes. When a third-party program or strategy fee that is billed or passed through by Our firm is scheduled to change, Our firm shall provide Client at least thirty (30) days’ prior written notice of the effective date, notwithstanding that the provider may change its rates independently. If the fee changes directly with the provider, We will update this ADV Part 2A during annual amendment to reflect this change. As mentioned above, Wealth Management Fee and the billed program or strategy fees shall not exceed 2.00% per year, exclusive of internal product expenses, custodian charges, transaction costs, and taxes. There is a potential conflict of interest in using ITPM if they pay Us a portion of their advisory fee and have met the conditions of Our Firm’s due diligence review. Our Firm is committed to continually working in the Client's best interest. There may be other Managers not affiliated with Our Firm that may be suitable for a Client or may be more or less costly. As with any Advisor, no guarantees can be made that the ITPM will achieve Your financial goals or objectives. Further, no guarantees of performance can be offered. Clients should review the ITPM’s Brochure in its entirety, along with this Brochure, to fully understand the services, fees, agreements, and risks surrounding these arrangements and fully understand that these types of arrangements have layers of fees that may or may not be apparent without reading the ITPM’s Brochure and this Brochure, along with the offering document/prospectus for underlining investments. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 12  ADMINISTRATIVE TECHNOLOGY & SUPPORT If Our Firm engages an unaffiliated program provider, strategy manager, overlay manager, or platform to manage all or a portion of Your assets, that provider may charge a separate program and/or strategy fee in addition to Our advisory fee. The applicable rates depend on the provider and strategy selected and may include fees on cash and cash equivalents. When such fees are billed by or through Us, the aggregate of Our Wealth Management Fee plus any billed program or strategy fees will not exceed 2.00% per year. This cap excludes internal product expenses (e.g., mutual fund or ETF expense ratios), custodian charges, transaction costs, taxes, and other third-party fees that We do not control. If a billed or pass-through rate is scheduled to change, We will provide at least thirty (30) days’ prior written notice of the effective date. HELD AWAY ACCOUNT MANAGEMENT PLATFORMS If Our Firm engages an unaffiliated program provider, strategy manager, overlay manager, or platform to manage all or a portion of Your assets, that provider may charge a separate program and/or strategy fee in addition to Our advisory fee. The applicable rates depend on the provider and strategy selected and may include fees on cash and cash equivalents. When such fees are billed by or through Us, the aggregate of Our Wealth Management Fee plus any billed program or strategy fees will not exceed 2.00% per year. This cap excludes internal product expenses (e.g., mutual fund or ETF expense ratios), custodian charges, transaction costs, taxes, and other third-party fees that We do not control. If a billed or pass-through rate is scheduled to change, We will provide at least thirty (30) days’ prior written notice of the effective date. INVESTMENT & BUSINESS EXIT CONSULTING SERVICE FEE Uptick charges a fixed fee for providing investment consulting and business exit consulting services under a standalone engagement or when the Firm determines the fee is warranted within a wealth management relationship. These fees are negotiable and range from $1,000 to $50,000, or typically $300 to $500 per hour, depending on the scope and complexity of the services and the professional providing the services. If a Client engages the Firm for additional investment advisory services, Uptick may offset a portion, or all of its consulting fees based on the amount paid for consulting services. The advisory agreement outlines the terms and conditions of the investment consulting or business exit consulting engagement. For project-based services, Uptick requires half of the estimated or fixed fee to be paid upon execution of the Advisory Agreement, with the remaining balance due upon delivery of the consulting recommendations or completion of the agreed-upon services. RETIREMENT FEES - PARTICIPANT & PLAN LEVEL For Retirement Plan Advisory Services compensation, Uptick charges a fixed project-based fee to provide Clients with retirement plan consulting services. Each engagement is individually negotiated and tailored to accommodate the needs of the individual plan sponsor, as memorialized in the Agreement. These fees vary based on the scope of the services rendered. Our Firm charges an advisory fee as negotiated with the Plan Sponsor and as disclosed in the Employer- Sponsored Retirement Plans Consulting Agreement (“Plan Sponsor Agreement”). Typically, the billing period for these fees is paid quarterly. This fee is generally negotiable, but the terms and the advisory fee are agreed upon in advance and acknowledged by the Plan Sponsor through the Plan Sponsor Agreement or Plan Provider’s account agreement. Fee billing methods vary depending on the Plan Provider. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 13  Our Firm or the Plan Sponsor may terminate the Agreement upon thirty (30) days written notice to the other party. The Plan Sponsor is responsible for paying for the services rendered until the termination of the Agreement. ADDITIONAL FEES & EXPENSES In addition to the advisory fees paid to Our Firm, Clients also incur certain charges imposed by other third parties, such as broker-dealers, Custodians, trust companies, banks, and other financial institutions. These additional charges include securities, transaction fees, custodial fees, fees charged by the ITPM, and Manager charges imposed by a mutual fund or ETF in a Client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Our brokerage practices are described at length in Item 12 below. Neither Our Firm nor its supervised persons accept commission compensation for selling securities or other investment products. Further, We do not share any additional fees and expenses outlined above. Our Firm’s investment strategies may include mutual and exchange-traded funds (“ETFs”). Our policy is to purchase institutional share classes of those mutual funds selected for the Client’s portfolio. The institutional share class generally has the lowest expense ratio. The expense ratio is the annual fee that all mutual funds or ETFs charge their shareholders. It expresses the percentage of assets deducted each fiscal year for funds expenses, including 12b-1 fees, management fees, administrative fees, operating costs, and all other asset- based costs incurred by the fund. Some fund families offer different classes of the same fund, and one share class may have a lower expense ratio than another. Mutual fund expense ratios are in addition to Our fees; We do not receive any portion of these charges. If an institutional share class is not available for the mutual fund selected, we will purchase the least expensive share class available for the mutual fund. As share classes with lower expense ratios become available, We may use them in the Client’s portfolio or convert the existing mutual fund position to the lower-cost share class. Clients who transfer mutual funds into their accounts with Our Firm would bear the expense of any contingent or deferred sales loads incurred upon selling the product. If a mutual fund has a frequent trading policy, the policy can limit a Client’s transactions in fund shares (e.g., for rebalancing, liquidations, deposits, or tax harvesting). All mutual fund expenses and fees are disclosed in the respective mutual fund prospectus. When selecting investments for Our Clients’ portfolios, We might choose mutual funds from Your account Custodian’s Non-Transaction Fee (NTF) list. This means that Your account Custodian will not charge a transaction fee or commission associated with the purchase or sale of the mutual fund. The mutual fund companies that choose to participate in the Client’s Custodial NTF fund program pay a fee to the Custodian to be included in the NTF program. The mutual fund owners ultimately bear the fee that a company pays to participate in the program, as captured in the fund’s expense ratio. When choosing a fund from the Client’s Custodial NTF list, Our Firm considers the expected holding period, position size, and expense ratio versus alternative funds. Depending on Our Firm’s analysis and future events, NTF funds might not always be in the Client’s best interest. ITEM 6 - PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT Performance-based fees are based on a share of capital gains on or appreciation of the assets in a Client’s account. Our Firm does not accept performance-based or other fees based on a share of capital gains or appreciation of a Client's assets. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 14  ITEM 7 - TYPES OF CLIENTS TYPES OF CLIENTS Uptick offers services to individuals, high net-worth individuals, trusts, estates, charitable organizations, corporations, and other business entities, as well as pension and profit-sharing plans. MINIMUM ACCOUNT REQUIREMENTS Uptick does not impose a minimum annual fee for investment management services. Fees are determined based on a variety of factors, including the scope of services provided, the complexity of the Client’s financial situation, the dollar amount of assets managed, related accounts, account composition, and the overall Client relationship. In certain cases, fees may be adjusted based on factors such as anticipated future earning capacity, potential additional assets, pre-existing Client relationships, account retention considerations, or pro bono activities. ITEM 8 - METHODS OF ANALYSIS, STRATEGIES, & RISK OF LOSS METHODS OF ANALYSIS Uptick utilizes fundamental, technical, cyclical, and Behavioral finance analysis methods while employing an asset allocation strategy based on a derivative of Modern Portfolio Theory (“MPT”). The methods and strategies can depend on the investment adviser representative providing the services. FUNDAMENTAL ANALYSIS Fundamental analysis involves an evaluation of the fundamental financial condition and competitive position of a particular fund or issuer. For Uptick, this process typically involves an analysis of an issuer’s management team, investment strategies, style drift, past performance, reputation, and financial strength in relation to the asset class concentrations and risk exposures of the Firm’s model asset allocations. A substantial risk in relying upon fundamental analysis is that while a company's overall health and position may be good, evolving market conditions may negatively impact security. TECHNICAL ANALYSIS Technical analysis involves examining past market data rather than specific issuer information to determine the recommendations made to Clients. Technical analysis may involve using mathematical- based indicators and charts, such as moving averages and price correlations, to identify market patterns and trends, which may be based on investor sentiment rather than the company's fundamentals. A substantial risk in relying upon technical analysis is that spotting historical trends may not help predict such trends in the future. Even if the trend eventually reoccurs, there is no guarantee that Uptick will be able to predict such a recurrence accurately. CYCLICAL ANALYSIS Cyclical analysis is similar to technical analysis in that it involves the assessment of market conditions at a macro (entire market or economy) or micro (company specific) level rather than focusing on the overall fundamental analysis of the health of the particular company that Uptick recommends. The risks with cyclical analysis are similar to those of technical analysis. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 15  MODERN PORTFOLIO THEORY Modern Portfolio Theory (“MPT”) is a mathematical-based investment discipline that seeks to quantify expected portfolio returns in relation to corresponding portfolio risk. The basic premise of MPT is that the risk of a particular holding is to be assessed by comparing its price variations against those of the market portfolio. However, MPT disregards certain investment considerations and is based on assumptions that may not reflect actual market conditions. As such, the factors for which MPT does not account (e.g., tax implications, regulatory constraints, and brokerage costs) may negate the upside or add to the actual risk of a particular allocation. Nevertheless, Uptick’s investment process is structured to integrate those assumptions and real-life considerations that MPT analytics does not account for. RISKS FOR ALL FORMS OF ANALYSIS Our Firm’s securities analysis method assumes that the companies whose securities We purchase and sell, the rating agencies that review these securities, and other publicly available sources of information about these securities are providing accurate and unbiased data. While We are alert to indications that data may be incorrect, there is always a risk that the analysis may be compromised by inaccurate or misleading information. INVESTMENT STRATEGIES Our Firm may use any of the following investment strategies when managing Client assets and providing investment advice: LONG-TERM HOLDING Generally, Our Firm purchases securities and intends to hold them in the Client's account for a long time (longer than one year). In extreme circumstances, We may be forced to sell a fund entirely within a year of buying it. An example would be a fund manager resigning, and We do not have confidence in the new management. Also, fund positions may be trimmed occasionally to rebalance the portfolio. A risk in a long-term purchase strategy is that holding the security for this length of time may decline in value before We decide to sell. We do not guarantee the future performance of the account or any specific level of performance, the success of any investment decision or strategy We may use, or the success of the overall account management. The Client understands that the investment decisions Our Firm makes for the Client’s account are subject to various market, currency, economic, political, and business risks and that those investment decisions will not always be profitable. Clients are reminded that investing in any security entails the risk of loss, which they should be willing to bear. STRATEGIC ASSET ALLOCATION The primary investment strategy used by Our Firm is based on the diversification of the Client's assets among various investment vehicles and asset classes, popularly termed "Asset Allocation." Our Firm's recommendations focus primarily on achieving a diversified portfolio of investment assets with desirable risk and return characteristics. We meet regularly to evaluate new and reevaluate existing investment opportunities. During these meetings, We deliberate on issues regarding the proper allocation of Client assets based on current conditions. TACTICAL ASSET ALLOCATION Tactical asset allocation is an active management portfolio strategy that shifts the percentage of assets held in various categories to take advantage of market pricing anomalies or strong market sectors. This strategy allows portfolio Managers to create extra value by taking advantage of certain situations in the UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 16  marketplace. It is a moderately active strategy since Managers return to the portfolio's original asset mix once the desired short-term profits are reached. VALUE INVESTING Value investing is buying stocks that trade at a significant discount to their intrinsic value. Value investors achieve this by looking for companies on cheap valuation metrics, typically low multiples of their profits or assets, for reasons not justified over the longer term. This approach requires a contrarian mindset and a long-term investment horizon. Value investing seeks to exploit the irrational behavior of emotional investors. Emotion is a constant feature of investment markets through time. While the companies available to stock market investors change from decade to decade, the human nature of the investors doesn’t. Fear and greed remain ever-present and frequently lead to poor investment decisions based on perception and emotion rather than reality. Periodically, these prices can become extreme (e.g., the tech bubble of the 1990s or, conversely, the great depression of the 1930s); however, they exist to a greater or lesser extent in most markets. This creates an opportunity for long-term value investors. STRUCTURED PRODUCTS Structured products are designed to facilitate highly customized risk-return objectives. While structured products come in many forms, they typically consist of a debt security structured to make interest and principal payments based upon various assets, rates, or formulas. Many structured products include an embedded derivative component. Structured products may be structured in the form of a security, in which case these products may receive benefits provided under federal securities law, or they may be cast as derivatives, in which case they are offered in the over-the-counter market and are subject to no regulation. Investment in structured products includes significant risks, including valuation, liquidity, price, credit, and market risks. One common risk associated with structured products is a relative lack of liquidity due to the highly customized nature of the investment. Moreover, the full extent of returns from the complex performance features is often not realized until maturity. As such, structured products tend to be more of a buy-and-hold investment decision rather than a means of getting in and out of a position with speed and efficiency. Another risk with structured products is the credit quality of the issuer. Although the cash flows are derived from other sources, the products are legally considered the issuing financial institution’s liabilities. The vast majority of structured products are from high- investment-grade issuers only. Also, there is a lack of pricing transparency. There is no uniform standard for pricing, making it harder to compare the net-of-pricing attractiveness of alternative structured product offerings than it is, for instance, to compare the net expense ratios of different mutual funds or commissions among broker-dealers. USE OF NON-LIQUID ALTERNATIVE INVESTMENTS If appropriate for a Client’s portfolio, Our Firm may recommend alternative investments as part of a diversified investment strategy. These may include, but are not limited to, hedge funds, private equity, venture capital, registered publicly traded securities, interval funds, digital asset-based ETFs, and private real estate investment trusts (REITs). Alternative investments involve unique risks and are generally intended for experienced and sophisticated investors who understand and can bear the associated risks. These risks may include limited liquidity, as many alternative investments do not have a secondary market and may restrict redemptions or transfers. Additionally, these investments may involve higher risks due to strategies such as leverage and short selling, which can result in substantial or total loss of capital. Returns can be highly volatile depending on market conditions and investment concentration, and pricing may be less transparent due to infrequent or complex valuation methods. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 17  Clients should also be aware that alternative investments may involve delayed tax reporting and complex tax implications, making proper planning essential. These investments are often subject to less regulatory oversight than traditional securities and may carry higher fees. Under SEC regulations, certain alternative investments are available only to accredited investors who meet specific income or net worth requirements. Clients should carefully consider these factors and consult with their financial, tax, and legal advisors before investing in alternative assets. RISK OF LOSS A Client’s investment portfolio is affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic conditions, changes in laws, and national and international political circumstances. Investing in securities involves certain investment risks. Securities may fluctuate in value or lose value. Clients should be prepared to bear the potential risk of loss. Our Firm will assist Clients in determining an appropriate strategy based on their tolerance for risk. While We are alert to indications that data may be incorrect, there is always a risk that Our analysis may be compromised by inaccurate or misleading information. ACTIVE MANAGEMENT RISK Due to its active management, a portfolio could underperform other portfolios with similar investment objectives or strategies. ALLOCATION RISK A portfolio may use an asset allocation strategy to pursue its investment objective. There is a risk that a portfolio’s allocation among asset classes or investments will cause a portfolio to lose value or cause it to underperform other portfolios with a similar investment objective or strategy or that the investments themselves will not produce the returns expected. ALTERNATIVE RISK Alternative investments include other additional risks. Lock-up periods and other terms obligate Clients to commit their capital investment for a minimum period, typically no less than one or two years and sometimes up to 10 or more years. Illiquidity is considered a substantial risk and will restrict the ability of a Client to liquidate an investment early, regardless of the success of the investment. Alternative investments are difficult to value within a Client’s total portfolio. There may be limited availability of suitable benchmarks for performance comparison; historical performance data may also be limited. In some cases, there may be a lack of transparency and regulation, providing an additional layer of risk. Some alternative investments may involve the use of leverage and other speculative techniques. As a result, some alternative investments may carry substantial additional risks, resulting in the loss of some or all the investment. Using leverage and certain other strategies will result in adverse tax consequences for tax-exempt investors, such as the possibility of unrelated business taxable income, as defined under the U.S. Internal Revenue Code. CAPITALIZATION RISK Small-cap and mid-cap companies may be hindered due to limited resources or less diverse products or services. Their stocks have historically been more volatile than the stocks of larger, more established companies. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 18  CALL RISK Some bonds allow the issuer to redeem the bond before its maturity date. If an issuer exercises this option during declining interest rates, the proceeds from the bond may have to be reinvested in an investment offering a lower yield and may not benefit from an increase in value due to declining rates. Callable bonds are also subject to increased price fluctuations during market illiquidity or rising interest rates. Finally, the capital appreciation potential of a bond will be reduced because the price of a callable bond may not rise much above the price at which the issuer may call the bond. COMPANY RISK The risk is related to a Firm’s business plans, stock valuation, profitability, accounting practices, growth strategy, and other factors particular to a company rather than the overall market. Some of these risks cannot be predicted, such as the retirement or death of a senior executive, which may lead to negative performance in the future. REAL ESTATE SECURITIES RISK The Fund may gain exposure to the real estate sector by investing in REITs, common, preferred, and convertible securities of issuers in real estate-related industries. Each of these types of investments is subject to risks similar to those associated with direct ownership of real estate, including loss to casualty or condemnation, increases in property taxes and operating expenses, zoning law amendments, changes in interest rates, overbuilding, and increased competition, variations in market value, and possible environmental liabilities. REITs are subject to management fees and other expenses, and so the Fund, when investing in REITs, will bear its proportionate share of the costs of the REITs’ operations. An investment in a REIT or a real estate-linked derivative instrument that is linked to the value of a REIT is subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for tax-free pass-through of income under the Code. In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. Furthermore, REITs are not diversified because they only operate in the real estate business and are heavily dependent on cash flow. Also, the organizational documents of a REIT may contain provisions that make changes in control of the REIT difficult and time-consuming. CONCENTRATION RISK Strategies concentrated in only a few securities, sectors or industries, regions or countries, or asset classes could expose a portfolio to greater risk. They may cause the portfolio value to fluctuate more widely than a diversified portfolio. Overexposure to certain sectors or asset classes (e.g., MLPs, REITs, etc.) may be detrimental to an investor if there is a negative sector move. CREDIT RISK The credit rating of an issuer of a security is based on, among other things, the issuer’s historical financial condition and the rating agencies’ investment analyses at the time of rating. An actual or perceived deterioration of the ability of an issuer to meet its obligations would harm the value of the issuer’s securities. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 19  CYBERSECURITY RISK Increased Internet use makes a portfolio susceptible to operational and informational security risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyberattacks include but are not limited to infection by computer viruses or other malicious software code, gaining unauthorized access to systems, networks, or devices through “hacking” or other means to misappropriate assets or sensitive information, corrupting data, or causing operational disruption. Cybersecurity failures or breaches of third-party service providers may cause disruptions at third-party service providers and impact Our business operations, potentially resulting in financial losses, the inability to transact business, violations of applicable privacy and other laws, regulatory fines, or penalties, reputational damage; unanticipated expenses or other compensation costs; or additional compliance costs. Our Firm has an established business continuity and disaster recovery plan and related cybersecurity procedures designed to prevent or reduce the impact of such risks; there are inherent limitations in such plans and systems due in part to the evolving nature of technology and cyberattack tactics. EQUITY RISK Equity instruments are subject to equity market risk, the risk that common stock prices fluctuate over short or extended periods. Equity securities generally have greater price volatility than fixed-income securities. The market price of equity securities may increase or decrease, sometimes rapidly or unpredictably. Equity securities may decline in value due to factors affecting markets generally, industries, sectors or geographic regions represented in those markets, or individual security concerns. EVENT RISK The possibility is that an unforeseen event will negatively affect a company or industry and, thus, increase security volatility. FIXED INCOME & DEBT RISK Debt securities are affected by changes in interest rates. When interest rates rise, the value of debt securities is likely to decrease. Conversely, when interest rates fall, the values of debt securities are likely to increase. The values of debt securities may also be affected by changes in the issuing entities' credit rating or financial condition. FREQUENT TRADING RISK A portfolio Manager may actively and frequently trade investments in a portfolio to carry out its investment strategies. Frequent trading of investments increases the possibility that a portfolio, as relevant, will realize taxable capital gains (including short-term capital gains, which are generally taxable at higher rates than long-term capital gains for U.S. federal income tax purposes), which could reduce a portfolio's after-tax return. Frequent trading can also mean higher brokerage and other transaction costs, which could reduce a portfolio's return. The trading costs and tax effects of portfolio turnover can adversely affect its performance. GEOGRAPHIC CONCENTRATION RISK If an account concentrates its investments in a particular geographic region or country, its performance is closely tied to the market, currency, social, political, economic, environmental, and regulatory conditions within that country or region. These conditions include anticipated or actual government budget deficits or other financial difficulties, levels of inflation and unemployment, fiscal and monetary UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 20  controls, and political and social instability in such countries and regions. As a result, the account is likely to be more volatile than an account with more geographically diverse investments. INDUSTRY OR SECTOR RISK An account that focuses its investments on specific industries or sectors is more susceptible to developments affecting those industries and sectors than a more broadly diversified fund. Issuers in a single industry can react similarly to market, economic, industry, social, political, regulatory, and other conditions. For example, suppose an account has significant investments in technology companies. In that case, the account may perform poorly during a downturn in one or more industries or sectors that heavily impact technology companies. INTEREST RATE RISK When interest rates increase, the value of the account’s investments may decline, and the account’s share value may decrease. This effect is typically more pronounced for intermediate and longer-term obligations. This effect is also typically more pronounced for mortgages and other asset-backed securities since the value may fluctuate more significantly in response to interest rate changes. When interest rates decrease, the account’s current income may decline. LEGACY HOLDING RISK Investment advice may be offered on any Client's investment at the start of the advisory relationship. Depending on tax considerations and Client sentiment, these investments will be sold over time, and the assets will be invested in the appropriate strategy. As with any investment decision, there is the risk that timing with respect to the sale and reinvestment of these assets will be less than ideal or even result in a loss to the Client. LIQUIDITY RISK Low trading volume, large positions, or legal restrictions are some conditions that could limit or prevent a portfolio from selling securities or closing positions at desirable prices. Securities that are relatively liquid when acquired could become illiquid over time. The sale of any such illiquid investment might be possible only at substantial discounts or might not be possible at all. Further, such investments may take more work to value. MANAGEMENT RISK An account is subject to the risk that judgments about the attractiveness, value, or potential appreciation of the account’s investments may prove to be incorrect. If the selection of securities or strategies fails to produce the intended results, the account could underperform other accounts with similar objectives and investment strategies. MARKET RISK Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer- specific events will cause the value of securities to rise or fall. Because the value of investment portfolios will fluctuate, there is the risk that you will lose money, and Your investment may be worth less upon liquidation. Due to a lack of demand in the marketplace or other factors, an account may only be able to sell some or all the investments promptly or may only be able to sell assets at desired prices. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 21  MUNICIPAL BOND RISK Investments in municipal bonds are affected by the municipal market as a whole and the various factors in the cities, states, or regions where the strategy invests. Issues such as legislative changes, litigation, business, and political conditions relating to a particular municipal project, municipality, state, or territory, as well as fiscal challenges, can impact the value of municipal bonds. These matters can also impact the ability of the issuer to make payments. Also, the public information about municipal bonds is generally less than that for corporate equities or bonds. Additionally, supply and demand imbalances in the municipal bond market can cause deterioration in liquidity and a lack of price transparency. MUTUAL FUND OR ETF RISK Our models and accounts may use certain ETFs and mutual funds to invest primarily in alternative investments or strategies. Investing in these alternative investments and strategies may only be suitable for some of Our Clients. These include special risks, such as those associated with commodities, real estate, and leverage, selling securities short, use of derivatives, potential adverse market forces, regulatory changes, and potential ill-liquidity. Special risks are associated with ETFs that invest principally in real estate securities, such as sensitivity to changes in real estate values or changes in interest rates and price volatility due to the ETF’s concentration in the real estate market. The risks with mutual funds include the costs and expenses within the fund that can impact performance, change of Managers, and the fund straying from its objective (i.e., style drift). Mutual funds have certain costs associated with underlying transactions and operating costs, such as marketing and distribution expenses and advisory fees. Mutual fund costs and expenses vary from fund to fund and will impact a mutual fund’s performance. Additionally, mutual funds typically have different share classes, as further discussed below, that trade at different Net Asset Values (“NAV”) as determined at the daily market close and have different fees and expenses. STRUCTURED PRODUCTS Structured products are designed to facilitate highly customized risk-return objectives. While structured products come in many forms, they typically consist of a debt security structured to make interest and principal payments based upon various assets, rates, or formulas. Many structured products include an embedded derivative component. Structured products may be structured in the form of a security, in which case these products may receive benefits provided under federal securities law, or they may be cast as derivatives, in which case they are offered in the over-the-counter market and are subject to no regulation. Investment in structured products includes significant risks, including valuation, liquidity, price, credit, and market risks. One common risk associated with structured products is a relative lack of liquidity due to the highly customized nature of the investment. Moreover, the full extent of returns from the complex performance features is often not realized until maturity. As such, structured products tend to be more of a buy-and-hold investment decision rather than a means of getting in and out of a position with speed and efficiency. Another risk with structured products is the credit quality of the issuer. Although the cash flows are derived from other sources, the products are legally considered the issuing financial institution’s liabilities. The vast majority of structured products are from high- investment-grade issuers only. Also, there is a lack of pricing transparency. There is no uniform standard for pricing, making it harder to compare the net-of-pricing attractiveness of alternative structured product offerings than it is, for instance, to compare the net expense ratios of different mutual funds or commissions among broker-dealers. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 22  NON-LIQUID ALTERNATIVE INVESTMENT RISK From time to time, Our Firm will recommend to certain qualifying Clients that a portion of such Clients’ assets be invested in private funds, private fund-of-funds, or other alternative investments (collectively, “Non-liquid Alternative Investments”). Non-liquid Alternative Investments are not suitable for all of Our Firm’s Clients. They are offered only to those qualifying Clients for whom Our Firm believes such an investment is suitable and in line with their overall investment strategy. Non-liquid Alternative Investments typically are available to only a limited number of sophisticated investors who meet the definition of “accredited investor” under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), or “qualified Client” under the Investment Advisers Act of 1940 or “qualified purchaser” under the Investment Company Act of 1940. Non-liquid Alternative Investments present special risks for Our Firm’s Clients, including, without limitation, limited liquidity, higher fees and expenses, volatile performance, no assurance of investment returns, heightened risk of loss, limited transparency, additional reliance on underlying management of the investment, special tax considerations, subjective valuations, use of leverage and limited regulatory oversight. When a Non- liquid Alternative Investment invests part or all of its assets in real estate properties, there are additional risks that are unique to real estate investing, including but not limited to limitations of the appraisal value, the borrower’s financial conditions (if a loan has obtained the underlying property), including the risk of foreclosures on the property; neighborhood values; the supply of and demand for properties of like kind; and specific city, state or federal regulations. Additionally, real estate investing is also subject to possible loss due to uninsured losses from natural and artificial disasters. The above list is not exhaustive of all risks related to an investment in Non-liquid Alternative Investments. A more comprehensive discussion of the risks associated with a particular Non- liquid Investment is set forth in that fund’s offering documents, which will be provided to each Client subscribing to a Non-liquid Alternative Investment for review and consideration. It is important that each potential, qualified investor carefully read each offering or private placement memorandum before investing. PERFORMANCE OF UNDERLYING MANAGER RISK We select the mutual funds and ETFs in the asset allocation portfolios. However, We depend on the Manager of such funds to select individual investments in accordance with their stated investment strategy. TIMING RISK The risk is that the investment needs to perform better after its purchase or sale. Moreover, if the Client requires redemption, the Client may face a loss due to poor overall market performance or security performance at that time. ITEM 9 - DISCIPLINARY INFORMATION Registered investment advisers must provide information about all disciplinary information that would be material to a Client’s evaluation of Our Firm or the integrity of its management. Clients should refer to the Advisor’s Form ADV Part 2B Brochure Supplement. If the Client did not receive the Advisor’s Form ADV Part 2B Brochure Supplement, the Client should contact the Chief Compliance Officer using the information provided Item 2 in this Brochure. Our Chief Compliance Officer is available to address any questions a Client or prospective Client may have regarding the above or any information outlined in this Brochure. Our Firm or IARs have no legal or disciplinary events that are material to a Client or prospective Client, evaluation of Our advisory business, or the integrity of Our management services. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 23  ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES & AFFILIATIONS DISCLOSURE Clients should review Our IARs Form ADV Part 2B Brochure Supplement to determine whether the Client’s IAR is engaged in any of the activities described below that may create a conflict of interest. If the Client did not receive the Advisor’s Form ADV Part 2B Brochure Supplement, the Client should contact the Firm’s Chief Compliance Officer using the information in Item 2 of this Brochure. The Chief Compliance Officer is available to address any questions a Client or prospective Client may have regarding any of the below conflicts of interest or any other information outlined in this Brochure. OTHER FINANCIAL AFFILIATIONS Our Firm is under common ownership with the following companies: HOLISTIC TAX SOLUTIONS, LLC - TAX PLANNING & ANALYSIS SERVICES Uptick Partners, LLC maintains a related entity, Holistic Tax Solutions, LLC, which provides tax planning and preparation services to some of Our Clients. Holistic Tax Solutions is under common ownership with Uptick. This relationship creates a potential conflict of interest because Uptick benefits when Clients elect to use affiliated services. To address this conflict, Uptick discloses the affiliation, reviews affiliated relationships annually and ensures that Clients are under no obligation to use Holistic Tax Solutions, LLC. Clients may choose any unaffiliated tax preparer of their preference. OTHER FINANCIAL INDUSTRY ACTIVITIES Our Firm and Our IARs do not have a related company that is a (1) broker-dealer, municipal securities dealer, government securities dealer or broker, (2) investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund), (3) other investment adviser or financial planner, (4) futures commission merchant, commodity pool operator, or commodity trading advisor, (5) banking or thrift institution, (6) accountant or accounting firm, (7) lawyer or law firm, (8) insurance company or agency, (9) pension consultant, (10) real estate broker or dealer, or (11) sponsor or syndicator of limited partnerships. ITEM 11 - CODE OF ETHICS, PARTICIPATION & INTEREST IN CLIENT TRANSACTIONS, & PERSONAL TRADING Our Firm maintains a Code of Ethics to reinforce the fiduciary principles governing it and its employees. The Code, among other things, requires all employees to act with integrity, ethics, and professionalism. Policies against overreaching, self-dealing, insider trading, and conflicts of interest are outlined in Our Code. Our Code forbids employees from trading, either personally or on behalf of others, based on non-public material information or communicating non-public material information to others, violating the law. Additionally, Our Code sets forth restrictions and quarterly attestations on receiving gifts, outside business activities, personal trading activity, maintenance of personal brokerage accounts, and other matters. The Code is appropriately designed and implemented to prevent or eliminate potential conflicts of interest between Our UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 24  Firm, Our employees and IARs, Clients, and investors. We always strive to make decisions in Our Client's best interest should a conflict arise. Clients should be aware that no set of rules, policies, or procedures can anticipate, avoid, or address all potential conflicts of interest. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS & PERSONAL TRADING Our employees, IARs, and Our associated persons are not prohibited from owning or trading securities bought, sold, and recommended to Our Clients, provided such personal trading activity complies with the parameters, limitations, and requirements of the Code. Employees, IARs, and associated persons must receive approval from Our Firm’s CCO when engaging in reportable securities transactions. Our CCO is responsible for reviewing all employees', IARs, and associated persons' trading when they occur and periodically reviewing trading activity. Our CCO has broad discretion to reject employee trading for any reason. Our Firm’s policies and procedures related to the personal trading activity of employees aim to demonstrate Our commitment to placing Clients’ interests ahead of Our trading interests. While Our Firm does not maintain a proprietary trading account and, therefore, does not have a direct material financial interest in any securities, it recommends to Clients, in certain situations, Our Firm’s employees and associated persons may purchase interests in the same securities at the same or different portfolio percentages or risk levels, in which one or more Clients is investing or has invested. Conversely, a Client may purchase interests in security where Our employees, IARs, and associated persons are investing or have invested. Any exceptions to the Code require the prior approval of the CCO. We will provide a copy of the Code to any Client or prospective Client upon such written or verbal request. Such requests should be directed to Our firm’s CCO using the contact information in Item 2 of this Brochure. ITEM 12 - BROKERAGE PRACTICES INVESTMENT MANAGEMENT SERVICES Clients must maintain assets in an account with a “qualified Custodian,” generally a broker-dealer or bank. If Our Firm is asked to give a recommendation, Our recommendation is generally based on the broker’s cost and fees, skills, reputation, dependability, and compatibility with the Client. The Client may obtain lower commissions and fees from other brokers. QUALIFIED CUSTODIANS Uptick recommends that Clients utilize the custody, brokerage, and clearing services of Pershing Advisor Solutions (“Pershing”), Altruist Financial LLC (“Altruist”), Charles Schwab & Co., Inc. (“Schwab”) and Raymond James & Associates for investment management accounts. The final decision to custody assets with Pershing, Altruist, Schwab or Raymond James & Associates is at the Client's discretion, including those accounts under ERISA or IRA rules and regulations, in which case the Client acts as the plan sponsor or IRA accountholder. Uptick is independently owned and operated and not affiliated with Pershing, Altruist, Schwab or Raymond James. Pershing, Altruist, Schwab or Raymond James & Associates provide Uptick with access to its institutional trading and custody services, which are typically unavailable to retail investors. Uptick considers factors in recommending Pershing, Altruist, Schwab, Raymond James & Associates or any other broker-dealer to Clients, including their respective financial strength, reputation, execution, pricing, research, and service. Pershing, Altruist, Schwab or Raymond James & Associates enables the Firm to obtain many mutual funds without transaction charges and other securities at nominal charges. Reimbursement is only available for a certain amount for all the Firm’s Clients over a twelve-month period. Fees are reimbursed on a UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 25  first-come-first-served basis so that no Clients are favored. The commissions and/or transaction fees charged by Pershing, Altruist, Schwab or Raymond James & Associates may be higher or lower than those charged by other Financial Institutions. The commissions paid by Uptick’s Clients to Pershing, Altruist, Schwab or Raymond James & Associates comply with the Firm’s duty to obtain the “best execution.” Clients may pay commissions higher than another qualified Financial Institution might charge to effect the same transaction, where Uptick determines that the commissions are reasonable in relation to the value of the brokerage and research services received. In seeking the best execution, the determinative factor is not the lowest possible cost but whether the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including, among others, the value of research provided, execution capability, commission rates, and responsiveness. Uptick seeks competitive rates but may not necessarily obtain the lowest possible commission rates for Client transactions. Consistent with obtaining best execution, brokerage transactions are directed to certain broker-dealers in return for investment research products and/or services that assist Uptick in its investment decision-making process. Such research will be used to service all the Firm’s Clients, but brokerage commissions paid by one Client may be used to pay for research not used in managing that Client’s portfolio. The receipt of investment research products and/or services and the allocation of the benefit of such investment research products and/or services poses a conflict of interest because Uptick does not have to produce or pay for the products or services. Uptick periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions, considering its duty to obtain the best execution. When We custody with Altruist Financial LLC, We may enroll certain households in Altruist One. According to Altruist, current program features include enhanced cash yields on sweep and high-yield cash, access or discounts to models in the Altruist Model Marketplace, automated tax-management tools, and zero transaction fees on mutual funds and fixed income. Product-level expenses such as mutual fund or ETF expense ratios still apply. We evaluate Altruist One based on the expected net benefit to each client. If Your household is enrolled, We pass through the Altruist One to you. SOFTWARE AND SUPPORT PROVIDED BY FINANCIAL INSTITUTIONS Uptick receives, without cost, from Pershing, Altruist, Schwab or Raymond James, administrative support, computer software, related systems support, as well as other third-party support as further described below (together "Support"), which allows Uptick to better monitor Client accounts maintained at Pershing, Altruist, Schwab or Raymond James & Associates and otherwise conduct its business. Uptick receives support without cost because the firm renders investment management services to Clients who maintain assets at Pershing, Altruist, Schwab or Raymond James. Support is not provided for Clients' securities transactions (i.e., not “soft dollars”). The Support benefits Uptick but not its Clients directly. Clients should be aware that Uptick’s receipt of economic benefits, such as Support from a broker-dealer, creates a conflict of interest since these benefits will influence the Firm’s choice of broker- dealer over another that does not furnish similar software, systems support, or services, mainly because the support is contingent upon Clients placing a certain level(s) of assets at Pershing, Altruist, Schwab or Raymond James. In fulfilling its duties to its Clients, Uptick always endeavors to put its Client's interests first and has determined that Pershing, Altruist, Schwab or Raymond James & Associate’s recommendation is in the Client's best interest and satisfies the Firm's duty to seek the best execution. Specifically, Uptick receives the following benefits from Pershing, Altruist, Schwab or Raymond James & Associates : 1) receipt of duplicate Client confirmations and bundled duplicate statements; 2) access to a trading desk that exclusively services its institutional traders; 3) access to block trading, which provides the ability to aggregate securities transactions and then allocate the appropriate shares to Client accounts; and iv) access to an electronic communication network for Client order entry and account information. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 26  In addition, the Firm can receive assistance from Pershing, Altruist, Schwab or Raymond James & Associates through payments for eligible third-party vendor services and services provided by Pershing, Altruist, Schwab or Raymond James & Associates affiliates. The support can be for marketing, technology, consulting, or research expenses. Payments are distributed, and the amount is based on an assumed amount of assets under management that are being brought to Pershing, Altruist, Schwab or Raymond James. Should the Firm not bring over the agreed-upon amount of assets, the Firm will be obligated to pay a platform fee to Pershing, Altruist, Schwab or Raymond James & Associates for ongoing services. This results in a conflict of interest for the Firm to continue recommending Pershing, Altruist, Schwab or Raymond James & Associates and to recommend Clients allocate additional assets for management to reach and remain at the threshold. These other services are generally available to independent investment advisors on an unsolicited basis, at no charge, so long as a certain amount of the advisor’s Clients’ assets are maintained in accounts at Pershing, Altruist, Schwab or Raymond James. Pershing, Altruist, Schwab or Raymond James’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses, and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For Client accounts maintained in its custody, Pershing, Altruist, Schwab or Raymond James & Associates generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through the broker-dealer or that settle into broker-dealer accounts. Pershing, Altruist, Schwab or Raymond James & Associates also makes available to the Firm other products and services that benefit the Firm but may not benefit its Clients’ accounts. These benefits may include national, regional, or specific educational events organized and/or sponsored by Pershing, Altruist, Schwab or Raymond James & Associates. Other potential benefits may include occasional business entertainment of personnel of Uptick by broker-dealer personnel, including meals, invitations to sporting events, golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Pershing, Altruist, Schwab or Raymond James & Associates will also provide numerous benefits to IARs that are new to the Pershing, Altruist, Schwab or Raymond James & Associates to assist with the costs associated with transitioning their business to the one of their platforms. The amount of the benefits is often significant in relation to the overall revenue earned or compensation received by the IAR at their prior firm. Such payments are based on the size of the IARs business established at their prior firm or assets under management with Uptick. Please refer to the relevant Part 2B brochure supplement for more information about the specific benefits Your IAR receives. Other products and services assist Uptick in managing and administering Clients’ accounts. These include software and other technology (and related technological training) that provide access to Client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple Client accounts), provide research, pricing information and other market data, facilitate payment of the Firm's fees from its Client’s accounts, and assist with back-office training and support functions, recordkeeping and Client reporting. Many of these services may be used to service all or some substantial number of the Firm’s accounts, including those not maintained at Pershing, Altruist, Schwab or Raymond James. Pershing, Altruist, Schwab and Raymond James & Associates makes other services available to Uptick to help the Firm manage and further develop its business enterprise. These services may include professional compliance, business consulting, legal services (except in the case of Raymond James & Associates), publications, and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance, and marketing. In addition, broker-dealers may make available, arrange, and/or pay vendors for these services rendered to the Firm by independent third parties. Pershing, Altruist, Schwab or Raymond James & Associates may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third party providing these services to the Firm. While, as a fiduciary, Uptick endeavors to act in its Client’s best interests, UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 27  the Firm's recommendation that Clients maintain their assets in accounts at Pershing, Altruist, Schwab or Raymond James & Associates may be based in part on the benefits received and not solely on the nature, cost or quality of custody and brokerage services provided by the broker-dealer, which creates a potential conflict of interest. STRUCTURED NOTE TRADING & TRADE-AWAY ARRANGEMENTS We may access structured note investments through unaffiliated trading platforms that aggregate offerings from multiple issuers. In certain cases, trades in structured notes or similar investments may be executed through a broker-dealer other than the client’s account custodian. These transactions are considered “trade- away” trades, and the custodian may charge clients a trade-away or execution fee. We do not receive any portion of these fees and does not receive any compensation or soft-dollar benefits from the trading platform or executing broker-dealer. The decision to trade away is based on the Firm’s judgment that doing so may provide improved execution quality, pricing, or operational efficiency for the client. Clients may contact the Firm for more information about how trade-away transactions are handled, related costs, and how the Firm evaluates best execution. BROKERAGE FOR CLIENT REFERRALS Uptick does not consider whether the firm receives Client referrals from financial institutions or other third parties when selecting or recommending broker-dealers. DIRECTED BROKERAGE The Client may direct Uptick in writing to use a particular Financial Institution to execute some or all transactions for the Client. In that case, the Client will negotiate terms and arrangements for the account with that Financial Institution, and the Firm will not seek better execution services or prices from other Financial Institutions or be able to “batch” Client transactions for execution through other Financial Institutions with orders for other accounts managed by Uptick (as described above). As a result, the Client may pay higher commissions or other transaction costs, greater spreads, or may receive less favorable net prices on transactions for the account than would otherwise be the case. Subject to its duty of best execution, Uptick may decline a Client’s request to direct brokerage if, in the Firm’s sole discretion, such directed brokerage arrangements would result in additional operational difficulties. TRADE AGGREGATION Transactions for each Client will be executed independently unless Uptick decides to purchase or sell the same securities for several Clients at approximately the same time. Uptick may (but is not obligated to) combine or “batch” such orders to obtain the best execution, negotiate more favorable commission rates, or allocate equitably among the Client’s differences in prices and commissions or other transaction costs that might not have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as price and allocated among Uptick’s Client's pro rata to each Client's purchase and sale orders on any given day. To the extent that the Firm determines to aggregate Client orders for the purchase or sale of securities, including securities in which Uptick’s Supervised Persons may invest, the Firm does so in accordance with applicable rules promulgated under the Advisers Act and no-action guidance provided by the staff of the U.S. Securities and Exchange Commission. Uptick does not receive additional compensation or remuneration due to the aggregation. In the event that the Firm determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 28  the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, the Firm may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis. TRADE ERRORS We have implemented procedures designed to prevent trade errors; however, trade errors in client accounts cannot always be avoided. Consistent with Our fiduciary duty, it is Our policy to correct trade errors in a manner that is in the best interest of the client. In cases where the client causes a trade error, the client will be responsible for any loss resulting from the correction. In all situations where the client does not cause the trade error, We would absorb any loss resulting from the trade error if the firm caused the error. If the broker-dealer causes the error, the broker-dealer will be responsible for covering all trade error costs. If an investment gain results from the correcting trade, Uptick will not benefit from the error. ITEM 13 - REVIEW OF ACCOUNTS CLIENT REVIEWS Our Firm reviews Client accounts and financial plans periodically. Our IARs will monitor Client accounts regularly and offer to perform annual reviews with each Client. All accounts are reviewed for consistency with Client investment strategy, asset allocation, risk tolerance, and performance. More frequent reviews may be triggered by changes in an account holder’s personal, tax, or financial status. Geopolitical and macroeconomic-specific events may also trigger reviews. Our recommendations depend on the information provided by the Client. Our Client must notify Our Firm of any situation that would impair Our ability to manage Our Client accounts properly. ACCOUNT STATEMENTS & REPORTS The Client receives a copy of each trade confirmation (unless the Client has authorized the Custodian to suppress the confirmations) and the standard written account statement from the qualified account Custodian every quarter. ITEM 14 - CLIENT REFERRALS & OTHER COMPENSATION BROKERAGE PRACTICES As disclosed under Item 12 Brokerage Practices, We participate in the Custodian’s institutional customer programs, and We may recommend a Custodian to Our Clients for custody and brokerage services. There is no direct link between Our participation in the program and the investment advice We give to Our Clients. However, We receive economic benefits through Our participation in the program that are typically not UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 29  available to any other independent advisors participating in the program. These benefits include the following products and services (provided without cost or at a discount): • Receipt of duplicate Client statements and confirmations. • Research-related products and tools. • Consulting services. • Access to a trading desk serving adviser participants. • Access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to Client accounts); • The ability to have advisory fees deducted directly from Client accounts. • Access to an electronic communications network for Client order entry and account information. • Access to mutual funds with no transaction fees and certain institutional money Managers. • Discounts on compliance, marketing, research, technology, and practice management products or services provided to Us by third-party vendors. Custodians may also have paid for business consulting and professional services received by some of Our IARs. Some of the products and services made available by Custodians through the program may benefit Us but may not benefit Your account. These products or services may assist Us in managing and administering Client accounts, including accounts not maintained at Our recommended Custodian. Other services made available by the Custodian are intended to help Us manage and further develop Our business enterprise. The benefits Our Firm or Our IARs receive through participation in the program do not depend on the amount of brokerage transactions directed to the Custodian. Due to these arrangements, Our Client does not pay more for assets maintained at Schwab. As part of Our fiduciary duties to Clients, We constantly endeavor to put Our Clients' interests first. Clients should be aware, however, that receiving economic benefits from Our Firm or Our IARs in and of itself creates a conflict of interest because the cost of these services would otherwise be borne directly by Us. These arrangements could indirectly influence Our choice of Custodian for custody and brokerage services. Clients should consider these conflicts of interest when selecting a Custodian. The products and services provided by the Custodian, how they benefit Us, and the related conflicts of interest are described above. OTHER PROFESSIONALS Our Firm may refer business to estate planning attorneys, insurance brokers, and other professionals. However, We do not receive monetary or other material compensation for referring Clients to such professionals. We also do not pay any person or firm commissions or other items of material value when referring Clients to Us. If We receive or offer an introduction to a Client, We do not pay or earn a referral fee, nor are there established quid pro quo arrangements. Each Client can accept or deny such referral or subsequent services. CERTIFIED PUBLIC ACCOUNTING FIRM The Firm sometimes recommends a certified public accountant if a Client requires accounting services. At times, the Firm recommends the services of a certified public accounting firm (“CPA Firm”) with whom the Firm has a relationship. The relationship includes i) CPA Firms where the Firm has entered into a relationship where it engages the CPA Firm to provide accounting services to Clients. In those scenarios, the Firm can negotiate the price and services for Clients, but the Client will pay for the services. ii) CPA Firms that will pay a referral fee to the Firm for referring Firm Clients. This results in a conflict of interest for the Firm when choosing either of these CPA firms. The Firm will disclose any conflicting recommendations to Clients. Clients are not required to utilize the recommendation services provided by Uptick. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 30  HOLISTIC TAX SOLUTIONS, LLC SERVICES Our Firm offers tax planning services through Our affiliated entity, Holistic Tax Solutions, LLC. From time to time, the firm may offer Client’s advice or products from Holistic Tax Solutions, LLC, and Clients should be aware that these services may involve a conflict of interest. Uptick always acts in the Client's best interest, and Clients always have the right to decide whether to utilize the services of Uptick or any of its affiliates. This relationship does not create custody of Client funds or securities. Uptick and Holistic Tax Solutions do not take possession of Client assets, have access to Client accounts, or make payments on behalf of Clients. All Client funds remain under the control of the qualified custodian or the Client directly. EDUCATIONAL & CLIENT EVENT SPONSORSHIP From time to time, Our Firm may receive economic benefits in the form of sponsorships or reimbursements from investment managers, custodians, or product providers whose services or investment products We may recommend to Our clients. For example, certain providers may contribute to educational, or client appreciation events hosted by Our firm. These contributions are modest in nature and not tied to any specific client accounts or level of investment, but they do present a potential conflict of interest. We mitigate this conflict by maintaining a policy of selecting investment products and providers solely in the best interests of Our clients, without regard to any sponsorships or event support received. ITEM 15 - CUSTODY PHYSICAL CUSTODY Regulators have defined custody as having access or control over Client funds or securities. As it applies to Our Firm, We do not have physical custody of funds or securities. FEE DEDUCTION Our Firm is deemed to have constructive custody over accounts where We are able to deduct Our fees directly from the Client's account. As long as We comply with specific regulatory requirements, constructive custody does not mandate that Our Firm undergo a surprise audit of those accounts. Our Clients receive account statements directly from the qualified Custodian at least quarterly. Our Firm may send Clients quarterly reports that Our Firm produces using Our portfolio accounting system, Advyzon Technologies. We strongly urge Our Clients to compare such reports with the statements received from the qualified Custodian. Furthermore, when Our Firm calculates Our investment management fees and instructs the Custodian to remit these fees to Us directly from Clients’ accounts, the Custodian does not verify Our calculation of fees. Our Firm performs quarterly testing to ensure that Our fees are charged per the Client’s Investment Advisory Agreement on file with Our Firm. STANDING LETTERS OF AUTHORIZATION (“SLOA”) Additionally, Our Firm is deemed to have custody of the Client’s funds or securities when you have standing authorizations with their Custodian to move money from Your account to a third party (“SLOA”) and, under that SLOA, it authorizes Us to designate the amount or timing of transfers with the Custodian. The SEC has set forth standards to protect Your assets in such situations, which We follow. We do not have a beneficial interest in any of the accounts We are deemed to have Custody of where SLOAs are on file. In addition, account statements reflecting all activity on the account(s) are delivered directly from the qualified Custodian to each Client or the Client’s independent representative at least monthly. You should carefully review those statements and are UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 31  urged to compare the statements against reports received from Us. If you have questions about Your account statements, contact Us, Your advisor, or the qualified custodian who will prepare the statement. HOLISTIC TAX SOLUTIONS, LLC SERVICES Holistic Tax Solutions, LLC is not deemed to have custody of any Uptick Client funds or securities. This relationship does not create custody of Client funds or securities. Uptick and Holistic Tax Solutions do not take possession of Client assets, have access to Client accounts, or make payments on behalf of Clients. All Client funds remain under the control of the qualified custodian or the Client directly. ITEM 16 - INVESTMENT DISCRETION DISCRETIONARY AUTHORITY Upon receiving written authorization from the Client, Our Firm provides discretionary investment advisory services for Client accounts. For discretionary accounts, before engaging Our Firm to provide investment advisory services, you will enter into a written Investment Advisory Agreement with Us granting Our Firm the authority to supervise and direct, on an ongoing basis, investments per the Client's investment objective and guidelines. In addition, Our Client will need to execute additional documents required by the Custodian to authorize and enable Our Firm, in its sole discretion, without prior consultation with or ratification by Our Client, to purchase, sell, or exchange securities in and for Your accounts. We are authorized, at Our discretion and without prior consultation with the Client, to (1) buy, sell, exchange, and trade any stocks, bonds, or other securities or assets and (2) determine the amount of securities to be bought or sold and (3) place orders with the Custodian. Any limitations to such discretionary authority will be communicated to Our Firm in writing by you, the Client. The limitations on investment and brokerage discretion held by Our Firm are: • For discretionary accounts, We must be given the authority to determine which securities and amounts will be bought or sold. • Any limitations on this discretionary authority shall be in writing as indicated in the Investment Advisory Agreement. Clients may change or amend these limitations as required. NON-DISCRETIONARY AUTHORITY In some instances, We may not have discretionary authority. For non-discretionary accounts, Our Firm will discuss all transactions with Our Client before execution, or the Client will be required to make the trades in an employer-sponsored account. ADVYZON INVESTMENT MANAGEMENT LLC (“AIM”) When We engage AIM to provide investment management of all or a portion of Your assets, We have the discretion to choose the Investment Strategy. Once the Investment Strategy is selected, AIM has discretionary authority over the management of Your account. We no longer have the discretion to implement transactions in Your account. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 32  ITEM 17 - VOTING CLIENT SECURITIES PROXY VOTING Our Firm cannot vote for Client securities. Clients will receive proxies or other solicitations directly from the Custodian or a transfer agent. Clients are responsible for obtaining and voting proxies for all securities maintained in their portfolios. We may advise you regarding Your voting of proxies. Clients can contact Our Firm with any questions or concerns about a particular solicitation. CLASS ACTION LAWSUITS Our Firm does not advise or instruct Clients on whether to participate as a member of class action lawsuits and will not automatically file claims on the Client’s behalf. However, if a Client notifies Us that they wish to participate in a class action, We will provide the Client with transaction information about the Client’s account that is required to file a proof of claim in a class action. ITEM 18 - FINANCIAL INFORMATION FINANCIAL CONDITION Our Firm has no financial commitment that impairs its ability to meet Client contractual and fiduciary obligations and has not been the subject of a bankruptcy proceeding. We do not require or solicit prepayment of more than $1,200 in fees per Client six months or more in advance. Therefore, We are not required to include a balance sheet for the most recent fiscal year. UPTICK PARTNERS, LLC ADV PART 2A.V11.2025 PAGE 33