Up Capital Management, Inc. (“Advisor” or “we”) is an investment adviser registered since September 2012. We are a California corporation and our sole owner is Anton J. Bayer. Introduction Our investment advisory services are provided to you through an appropriately licensed and qualified individual who is an investment adviser representative (“representative”). General Description of Advisory Services The following are brief descriptions of our primary advisory services. A detailed description is provided in Item 5 – Fees and Compensation so that clients and prospective clients (“clients” or “you”) can review the services and description of fees more thoroughly. For all advisory services provided, you should be aware that a conflict of interest exists between our interests and your interests. You are under no obligation to act on our recommendations and, if you do, are under no obligation to effect any transaction through us. Asset Management Services. Advisor offers asset management services, which involves providing you with continuous and ongoing supervision over your specified accounts. Financial Planning & Consulting Services. We offer advisory services in the form of financial plans. These services do not involve actively managing your accounts. Instead, full planning services focus on your overall financial situation while modular planning services focus on specific areas of concern to you. We also offer consultations on any topic of interest to you and these consultations can last for a single meeting or involve several meetings. The consultations can include advisement on retirement benefit plan portfolios. Retirement Plan Services. We offer services to retirement plan sponsors and to individual participants in retirement plans. These services can be both fiduciary and non-fiduciary. Limits Advice to Certain Types of Investments Advisor provides investment advice on the following types of investments:
• Mutual Funds
• Exchange Traded Funds (ETFs)
• Exchange-listed Securities
• Securities Traded Over-the-Counter
• Fixed Annuities
• Foreign Issues
• Warrants
• Corporate Debt Securities
• Commercial Paper
• Certificates of Deposit
• Municipal Securities
• Non Traded REITs
• Unit Investment Trusts
• Variable Annuities
• Variable Life Insurance
• US Government Securities Up Capital Management, Inc. Page 6 Form ADV Part 2A: Firm Brochure
• Options Contracts on Securities
• Options Contracts on Commodities
• Futures Contracts on Tangibles
• Futures Contracts on Intangibles
• Private investments including those investing in real estate, limited partnerships investing in oil and gas interests, other entities that invest private equity, venture capital, publicly trades securities, futures, options, real estate loans, foreign investments, hedge funds, and various debt offerings. These types of investments (including private offerings sponsored or organized by Advisor’s personnel) are often illiquid, which means that the investments can be difficult to trade and consequently limits a client's ability to dispose of such investments in a timely manner and at an advantageous price. Additionally, such investments may not have registered pursuant

to the Securities Act of 1933, and therefore the client will need to complete a subscription agreement showing the client is an "accredited" investor (as defined by applicable law and rules and regulations) and acknowledge that he or she has read and understands the private placement memorandum and is aware of the various risk factors associated with such an investment. Although we generally provide advice only on the products previously listed, we reserve the right to offer advice on any investment product that may be suitable for each client’s specific circumstances, needs, goals and objectives. It is not our typical investment strategy to attempt to time the market, but we may increase cash holdings modestly as deemed appropriate based on your risk tolerance and our expectations of market behavior. We may modify our investment strategy to accommodate special situations such as low basis stock, stock options, legacy holdings, inheritances, closely held businesses, collectibles, or special tax situations. Please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information. No Participation in Wrap Fee Programs A wrap-fee program is defined as any advisory program under which a specified fee or fees not based directly upon transactions in a client’s account is charged for investment advisory services (which may include portfolio management and/or advice concerning the selection of other investment advisers) and the execution of client transactions. We do not offer or participate in wrap-fee programs. All of our services are provided on a non-wrap fee basis which means fees and expenses for execution of client transactions charged by the client’s broker/dealer and/or custodian are billed directly to the client’s account separately from our advisory fees. Tailor Advisory Services to Individual Needs of Clients Our advisory services are always provided based on your individual needs. This means, for example, that when we provide asset management services, you have the ability to impose restrictions on the accounts we manage for you, including specific investment selections and sectors. We work with you on a one-on-one basis through interviews and questionnaires to determine your investment objectives and suitability information. When managing client accounts through our firm’s asset management services programs, we may manage an account in accordance with one or more investment models. When client accounts are managed using models, investment selections are based on the underlying model and we do not develop customized (or individualized) portfolio holdings for each client. However, the determination to use a particular model or models is always based on each client’s individual investment goals, objectives and mandates. Up Capital Management, Inc. Page 7 Form ADV Part 2A: Firm Brochure We will not enter into an investment adviser relationship with a prospective client whose investment objectives are considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. Client Assets Managed by Advisor As of December 31, 2023, our assets under management were $177,335,051. $116,159,435 of these assets are managed on a discretionary basis and $61,175,616 are managed on a non-discretionary basis.