Up Financial USA Inc

Item 5 – Fees and Compensation

This section provides details regarding the fees and compensation arrangements for our Asset
Management Services.

The following is our standard fee schedule. Please note that fees charged for our asset management
services are negotiable based on the type of client, the potential for additional account deposits, the
relationship of the client with the investment adviser representative, and the total amount of assets under
management for the client. The exact fees and other terms will be outlined in the agreement between
you and Up Financial USA.

                         Annual Fee      Assets Under Management
                         1.20% on the first $500,000,
                         then 1.00% on assets of $500,001 – 2,000,000,
                         then .85% on assets of $2,000,001 – $5,000,000,
                         then .80% on assets of $5,000,001 - $10,000,000,
                         then .70% on assets of $10,000,001 - $25,000,000,
                         then .40% on assets of $25,000,001 - $50,000,000,
                         then .30% on assets of $50,000,001 - $100,000,000,
                         then .25% on assets over $100,000,000

         (This is a “blended” annual fee schedule in which each tier of assets is charged a different rate
         under the annual fee schedule creating the effect of a blended fee rate used at the time of
         billing. )

Up Financial USA Inc.                              Page 7                       Form ADV Part 2A: Firm Brochure

Fees charged for our asset management services are charged based on a percentage of assets under
management, billed in arrears (at the end of the billing period) on a monthly basis and calculated based
on the month end value of your account during the billing period. Fees are prorated (based on the
number of days service is provided during the initial billing period) for your account opened at any time
other than the beginning of the billing period. If asset management services are commenced in the
middle of the billing period, then the prorated fee for that billing period will be billed in arrears at the end of
that billing period.

The investment advisory fees will be deducted from your account and paid directly to our firm by the
qualified custodian(s) of your account. You will authorize the qualified custodian(s) of your account to
deduct fees from your account and pay such fees directly to our firm.

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.

Up Financial USA believes that its annual fee is reasonable in relation to: (1) services provided and (2)
the fees charged by other investment advisers offering similar services/programs. However, our annual
investment advisory fee may be higher than that charged by other investment advisers offering similar
services/programs.

Termination. Asset Management Services continue in effect until terminated. You may terminate the
services by providing Up Financial USA with notice. Up Financial USA may terminate the services by
providing you with written notice effective 30 days after you receive the written notice. When fees are
billed in arrears, Up Financial USA will prorate the final fee payment based on the number of days
services are provided during the final period. The amount of client assets on the termination date will be
used to determine the final fee payment.

Other Fees & Expenses. Brokerage expenses and/or transaction fees charged by the qualified
custodian are billed directly to you by the qualified custodian. Up Financial USA does not receive any
portion of such fees from you or the qualified custodian. In addition, you will incur certain charges
imposed by third parties other than Up Financial USA in connection with investments made through your
account including, but not limited to, mutual fund sales loads, 12b-1 fees and surrender charges, variable
annuity fees and surrender charges, IRA and qualified retirement plan fees, and other charges imposed
by the qualified custodian(s) of your account. Management fees charged by Up Financial USA are
separate and distinct from the fees and expenses charged by investment company securities that may be
recommended to you. A description of these fees and expenses are available in each investment
company security’s prospectus. We do not receive any portion of such fees and expenses.

Item 7 – Types of Clients

Up Financial USA generally provides investment advice to individual retail clients, including high-net
worth individuals, their trusts, estates and other legal entities. We also work with companies owned by
our clients and other small business corporations and entities.

Minimum Investment Amounts Required

There are no minimum investment amounts or conditions required for establishing an account managed
by Up Financial USA. However, all clients are required to execute an agreement for services in order to
establish a client arrangement with Up Financial USA.