Up Capital Management Inc

Item 5 – Fees and Compensation

In addition to the information provided in Item 4 – Advisory Business, this section provides additional
details regarding our firm’s services along with descriptions of each service’s fees and compensation
arrangements. Lower fees for comparable service may be available from other sources. The exact fees
and other terms will be outlined in the client agreement between you and Advisor.

Asset Management Services

Up Management Program

We have developed and sponsor the Up Management Program (“Up Program”) through which we offer
asset management services that include giving you continual investment advice and making investments
based on your individual needs. Through this service, we offer a customized and individualized
investment program with an asset allocation strategy and investment policy crafted to focus on your
specific goals and objectives.

We require that your account be maintained at Charles Schwab & Company, Inc. (“Charles Schwab”),
which provides brokerage and clearing services. Charles Schwab is a member of FINRA and SIPC.
Charles Schwab acts as the qualified custodian of your account and maintains custody of your funds and
securities. Advisor does not act as custodian and does not have direct access to your funds and
securities except to have advisory fees deducted from your account with your prior written authorization.

The minimum account size to open any Up Program account is $100,000, although exceptions can be
granted upon request if additional deposits are anticipated to the new account and depending upon your
relationship to our firm and if you were referred to us from an existing client. In addition, family members
can “household” accounts to reach the minimum account level required.

You must appoint our firm as your investment adviser of record on specified accounts (collectively, the
“account”). The account consists only of separate account(s) held by the qualified custodian under your
name. You retain all rights of ownership (e.g., right to withdraw securities or cash, exercise or delegate
proxy voting and receive transaction confirmations) of the Up Program accounts. The account is
managed by us based on your financial situation, investment objectives and risk tolerance. We actively
monitor the account and provide advice regarding buying, selling, reinvesting or holding securities, cash
or other investments of the account.

We obtain certain information from you to determine your financial situation and investment objectives.
You are responsible for notifying us of any updates regarding your financial situation, risk tolerance or
investment objective and whether you wish to impose or modify existing investment restrictions; however
we contact you at least annually to discuss any changes or updates regarding your financial situation, risk
tolerance or investment objectives. We are always reasonably available to consult with you relative to the
status of your account.

Up Capital Management, Inc.                        Page 7                        Form ADV Part 2A: Firm Brochure

You grant us trading authority on your account and we manage your assets on a discretionary or non-
discretionary basis. See Item 16 - Investment Discretion, for additional discussion on discretionary or
non-discretionary authority. You have the ability to impose reasonable restrictions on the management of
your accounts, including the ability to instruct us not to purchase certain securities.

We charge for management services based on a percentage of assets under management. Fees
generally range from 0.5% to 2.0% and are billed in advance either monthly or quarterly, as we jointly
determine. Fees are calculated based on the fair market value of the average daily balance of the
previous billing period. Fees are negotiable depending on the market value of the account, the
composition of account assets, the complexity of your situation, the representative providing the services
and your relationship with us.

Fees can be billed directly to you or deducted from your account. If billed directly, fees are due upon
receiving our billing notice, which details the formula used to calculate the fees, the assets under
management and the time period covered. If fees are deducted from your account, you must provide the
qualified custodian with written authorization to debit the advisory fees from your account and pay the
fees to us. We send you a billing statement prior to the time fee deduction instructions are sent to the
qualified custodian. The billing statement details the formula used to calculate the fee, the assets under
management and the time period covered. Fees for accounts opened any time other than the beginning
of a billing period are prorated based on the number of days remaining in the initial billing period. You
should review your account statements received from the qualified custodian and verify that appropriate
investment advisory fees are being deducted. The qualified custodian does not verify the accuracy of the
investment advisory fees deducted.

Brokerage commissions and/or transaction ticket fees charged by the qualified custodian are billed
directly to you by the qualified custodian. We do not receive any portion of such commissions or fees
from you or the qualified custodian. You will incur certain charges imposed by third parties other than us
in connection with investments made through the account including, but not limited to, 12b-1 fees and
surrender charges, and IRA and qualified retirement plan fees. The management fees charged by us are
separate and distinct from the fees and expenses charged by investment company recommended to you
and/or held in your accounts. A description of these fees and expenses are available in each investment
company security’s prospectus.

Asset management services continue until terminated by either party. Either party can terminate the
...

Item 7 – Types of Clients

Advisor generally provides investment advice to the following types of clients:

    •    Individuals
    •    High net worth individuals
    •    Pension and profit sharing plans
    •    Trusts, estates, or charitable organizations
    •    Corporations or business entities other than those listed above

Minimum Investment Amounts Required

Advisor requires a minimum of $100,000 in order to open an account in either the Up Management
Program or the Up Program. Exceptions can be granted to this minimum depending upon anticipated

Up Capital Management, Inc.                         Page 17                       Form ADV Part 2A: Firm Brochure

additional deposits to the account, your relationship to our firm and if you were referred to us from an
existing client. In addition, family members can aggregate or “household” accounts to reach the minimum
requirement level. There is no minimum account value for sub-account management services.

There are no minimum accounts levels required or advisory fees charged or financial planning and
consulting services. There are no minimum plan asset value requirements or advisory fees charged for
retirement planning services.