Firm Description MainStreet Investment Advisors, LLC (“MainStreet”, “us” or “we”) was founded in 2003. We are offering our services to Clients in our capacity as a registered investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”). Under the Advisers Act, MainStreet has a fiduciary responsibility to you, our Client. Consequently, we are required to act in your best interests and strive to provide you with the material information about our advisory services, investment practices, conflicts of interest and fees a Client should understand before selecting MainStreet as their investment adviser. This Brochure is an important part of that disclosure obligation and we encourage you to read it carefully. In February of 2024, MainStreet was acquired by UP Capital LLC.
MainStreet is headquartered in Chicago, Illinois. We specialize in discretionary and non-discretionary investment advisory services and marketing support tools. MainStreet provides these services primarily to trust and wealth management organizations to help meet those institutions’ advisory needs while also assisting them to fulfill their responsibilities to their clients in accordance with their investment objectives.
The advisory services offered by Advisor include non-custody related activities which may encompass the generation of specific and private label portfolios, active and continuous tracking of those portfolios, and the processing of securities trades either directly with the executing broker or via a trade file to satisfy portfolio adjustments. Advisor’s advisory services are provided on a regular and continuous basis.
Categories of Advisory Services MainStreet provides investment advisory services (“Services”) described below: Fiduciary Services MainStreet seeks to provide investment advisory services (“Fiduciary Services”) to bank trust departments, independent trust companies, attorneys and accountants (through their affiliated entities), family offices, and other businesses (each a “Fiduciary”) seeking advice regarding the investment of cash and securities in one or more investment portfolios managed by the Fiduciary (each a “Fiduciary Portfolio”). The Fiduciary Services vary in scope and can include Separate Account Management (“SAM”), Manager Select (“MS”), Fund Allocation Portfolios (“FAP”), and Automated Portfolio Solutions (“APS”). The specific Fiduciary Services to be provided by MainStreet for a Fiduciary are described in a written Investment Advisory Agreement (“Agreement”) between MainStreet and the Fiduciary. Unless otherwise provided in the Agreement, the Fiduciary Services are provided on a regular and continuous basis.
The Fiduciary can be asked to complete and provide MainStreet with an investment questionnaire or policy statement (“Questionnaire”) or other documents which set forth the investment objectives, investment restrictions, and other information requested by MainStreet with respect to each Fiduciary Portfolio and will provide the written investment policy statement or guidelines, if any, adopted by the Fiduciary with respect to each Fiduciary Portfolio.
Fiduciaries will have the opportunity to place reasonable restrictions on the types of investments which will be recommended for the Fiduciary Portfolio; provided, MainStreet reserves the right to terminate the Agreement if it determines that any such restrictions are not consistent with providing the Fiduciary Services in an efficient and cost- effective manner.
6 MainStreet can provide the Fiduciary Services on both a discretionary basis as well as on a more limited non- discretionary assets under advisement basis, consistent with the information contained in the Questionnaire and in any written investment policy statement or guidelines provided to MainStreet. In the Agreement, the Fiduciary agrees to inform MainStreet promptly in writing if any information in the Questionnaire, investment policy statement, or guidelines changes or otherwise becomes no longer true, correct, or complete. MainStreet shall accept instructions concerning any modification of the Questionnaire, investment policy statement, or guidelines only from an authorized representative of the Fiduciary.
The cash and securities comprising the Fiduciary Portfolio are held by the Fiduciary or by one or more qualified custodians designated by the Fiduciary (each a “Custodian”). If agreed by MainStreet and the Fiduciary, the Fiduciary can grant MainStreet the authority, with prior approval of the Fiduciary, to place orders for the purchase, sale, exchange, conversion, or other transaction involving the cash and securities comprising the Fiduciary Portfolio. Such orders shall be placed with the Custodian or with an introducing or clearing broker-dealer designated by the Fiduciary or Custodian. The Fiduciary can grant MainStreet other limited powers and authority with respect to the Fiduciary Portfolio, as the parties agree are appropriate for MainStreet’s performance of the Fiduciary Services, but in no event will MainStreet be granted custody of the cash or securities comprising the Fiduciary Portfolio.
The Fee for Fiduciary Services is an asset-based fee calculated as a percentage of the aggregate market value of the assets of the Fiduciary for which MainStreet provides the Fiduciary Services. Fees are calculated according to the fee schedules detailed below, which represents MainStreet’s maximum Fees for the particular Fiduciary Service. All Fees are negotiable.
As provided in the Agreement, Fees for all Fiduciary Services typically will be billed in arrears at the end of each month or three-month period (each quarter). The monthly Fee will equal the Annual Fee Rate described in the Agreement divided by twelve, or in the case of quarterly, by four, and will be applied to the aggregate value of the Fiduciary Portfolio, as such value is reported by the Custodian (or other third-party valuation service engaged by the Fiduciary or the Custodian which holds the Fiduciary Portfolio) as of the last trading day of each month or quarter. In the event of a partial month or quarter, the first or last billed month or quarter will be pro-rated from the date of the Agreement or to the date of termination. Fees are not charged based on a share of capital gains or capital appreciation of the Fiduciary Portfolio or any portion of the Fiduciary Portfolio.
MainStreet can agree to a flat Fee or negotiated schedule for the Fiduciary Services. In that event, the Fee amount and payment terms will be stated in the Agreement.
The Agreement can be canceled without penalty, by either party, for any reason, upon 30 days written notice to the other party. The Fiduciary can terminate the Agreement within five business days after execution without penalty. Termination of the Agreement will not affect or prevent the consummation of any transaction initiated prior to such notice of termination. All Fees will be prorated to the date of termination. Upon termination

of the Agreement, any prepaid, unearned Fees if applicable will be promptly refunded, and any earned, unpaid Fees shall be paid by the Fiduciary.
7 Separate Account Management (SAM) SAM is a customized solution to manage Fiduciary Portfolios. SAM provides access to individual equity securities (large cap blend, dividend, and socially responsible investments, all cap and mid cap) complemented with allocations to other domestic and foreign equity strategies. In addition, advice on short/intermediate individual bonds and other fixed income strategies including Treasury Inflation Protected Securities (TIPS), high yield, preferred stocks, long term treasury bonds and foreign bonds are available. Advice can be offered concerning allocation to alternative investments such as commodities, hedging strategies, domestic and international, and securities including real estate. Exposure to alternative investments will be achieved through mutual funds and ETFs.
Fees are calculated according to the fee schedule, which represents MainStreet’s maximum Fees for this service. See Fee Schedule for detailed information on SAM.
Fund Allocation Portfolios (FAP) FAP is a solution to manage Fiduciary Portfolios that generally are of a more modest size. Portfolio reviews are constructed using a combination of mutual funds and ETFs or entirely ETFs based upon the circumstances of the Fiduciary’s client. Broad asset class diversification is obtained through fixed income, equities, and alternative investments. This resource provides access to our Sustainable Leaders Portfolio (formerly known as “Responsible Leaders” or “Socially Responsible Investment (SRI)”) that caters to specific environmental or social concerns. The investments will be achieved through mutual funds and ETFs.
Fees are calculated according to the fee schedule, which represents MainStreet’s maximum Fees for this service. See Fee Schedule for detailed information on FAP.
Automated Portfolio Solution (APS) APS is a solution that MainStreet believes is an efficient way for the Fiduciary to manage certain Fiduciary Portfolios. MainStreet provides mutual fund portfolios that can be uploaded into the Fiduciary’s trust accounting system. This platform provides Fiduciaries with access to a fully diversified portfolio of fixed income, equity, and alternative investments. The investments will be achieved through mutual funds and ETFs.
Many of the trust accounting systems can be set to automatically rebalance these portfolios on a monthly or quarterly basis. This process can help manage the portfolios prudently and effectively.
Fees are calculated according to the fee schedule, which represents MainStreet’s maximum Fees for this service. See Fee Schedule for detailed information on APS.
Advisory Services MainStreet provides discretionary and non-discretionary advisory services for its Individual and other Investment Adviser Clients. MainStreet will have discussions with Clients to determine and establish investment objectives, risk tolerance, investment time horizon, and any investment restrictions with respect to each portfolio the Client has with MainStreet.
Clients will have the opportunity to place reasonable restrictions on the types of investments which will be recommended for their portfolio(s), provided, MainStreet reserves the right to terminate the Agreement if it determines that any such restrictions are not consistent with providing the Services in an efficient and cost- effective manner.
8 MainStreet will provide the advisory Services on a discretionary basis, consistent with the information contained in any written investment policy statement or investment guidelines provided to MainStreet. In the Agreement, the Client will agree to inform MainStreet promptly in writing if any personal or financial information changes or otherwise becomes no longer true, correct, or complete.
The cash and securities comprising the Client’s or Clients’ portfolio will be held by a qualified custodian designated by the Client (each a “Custodian”). In no event will MainStreet be granted custody of the cash or securities comprising the portfolio.
The Fee for advisory Services is an asset-based fee calculated as a percentage of the aggregate market value of the assets of the Client for which MainStreet provides the advisory services. Fees are calculated according to the fee schedules detailed below, which represents MainStreet’s maximum Fees for this particular advisory service.
Fees for all advisory Services will be billed in arrears at the end of each month or three-month period (each quarter), as provided in the Agreement. The monthly Fee will equal the Annual Fee Rate described in the Agreement divided by twelve, or in the case of quarterly, by four, and will be applied to the aggregate value of the portfolio, as such value is reported by the Custodian (or other third-party valuation service engaged by MainStreet) as of the last trading day of each month or quarter. In the event of a partial month or quarter, the first or last billed month or quarter will be pro- rated from the date of the Agreement or to the date of termination. Fees are not charged based on a share of capital gains or capital appreciation of the Client portfolio or any portion of the Client portfolio.
Total Assets Under Management and Advisement All Fees are calculated based on all assets at the end of each calendar month or quarter, as applicable. In the case of new accounts that are added/removed to the relationship during a billing period, MainStreet reserves the right to include or exclude those assets in the first/last billing period. Clients agree to provide access to the information necessary to calculate the Fees due to MainStreet. In the case that the information necessary to calculate the Fees is unavailable, Clients agree that MainStreet will use the most current information available to MainStreet at the time of billing. MainStreet had discretionary assets under management of $1,192,602,165 and non-discretionary assets under advisement of $3,927,243,639 for the period ended December 31, 2023.
Termination The Agreement can be canceled without penalty, by either party, for any reason, upon 30 days written notice to the other party unless otherwise stipulated by the Client or MainStreet. The Client can terminate the Agreement within five business days after execution without penalty. Termination of the Agreement will not affect or prevent the consummation of any transaction initiated prior to such notice of termination. All Fees will be prorated to the date of termination. Upon termination of the Agreement, any earned, unpaid Fees shall be immediately paid by the Client. In the case that the information necessary to calculate the Fees is unavailable, Client agrees that Advisor can use the most current information or if unavailable, the last data provided to MainStreet at the time of billing.
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