Up Financial USA is an investment adviser registered with the United States Securities and Exchange Commission (“SEC”) and is a corporation formed under the laws of Alberta, Canada.  Elijah Kirchmaier is a Director, the Chief Compliance Officer (CCO) and an Investment Adviser Representative of Up Financial USA.  Nathan Wood is also a Director and an Investment Adviser Representative of Up Financial USA.  Up Financial USA was formed in April 2023 and has been approved as an investment adviser in the United States of America since June 2023.  Up Financial USA is 100% owned by 1972254 AB Ltd., a holding company. Elijah Kirchmaier and Nathan Wood are the controlling shareholders and each own 50% of 1972254 AB Ltd.  Up Financial USA and its investment adviser representatives provide services to clients who are residents of the United States of America. Elijah Kirchmaier and Nathan Wood are also registered with the regulatory authorities of Canada and provide services to residents of Canada through Up Investment Management of Aligned Capital Partners Inc. and through Up Financial Inc. Refer to Item 10 - Other Financial Industry Activities and Affiliations for more information about those companies. Description of Advisory Services The following are descriptions of the primary advisory services of Up Financial USA. Please understand that a written agreement, which details the exact terms of the service, must be signed by you and Up Financial USA before we can provide you the services described below. Asset Management Services – Up Financial USA offers asset management services, which involves Up Financial USA providing you with continuous and ongoing supervision over your specified accounts. 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 qualified custodian(s) under your name. The qualified custodians maintain physical custody of all funds and securities of the Account, and 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 Account. Refer to Item 12 – Brokerage Practices for more information. The Account is managed by us based on your financial situation, investment objectives and risk tolerance. We actively monitor the Account and implement advice by buying, selling, reinvesting or holding securities, cash or other investments of the Account. Refer to Item 16 – Investment Discretion for more information. We will need to obtain certain information from you to determine your financial situation and investment objectives. In the process of obtaining the information from you, we provide ancillary financial planning and consultative services including asset allocation, risk management and income planning. Such Up Financial USA Inc. Page 5 Form ADV Part 2A: Firm Brochure financial planning and consultative services are intended to better understand your financial situation and design an investment portfolio consistent with your long-term needs and goals. You will be 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 will 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. 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. It is important that you understand that we manage investments for other clients and may give them advice or take actions for them or for our personal accounts that is different from the advice we provide to you or actions taken for you. We are not obligated to buy, sell or recommend to you any security or other investment that we may buy, sell or recommend for any other clients or for our own accounts. Conflicts may arise in the allocation of investment opportunities among accounts that we manage. We strive to allocate investment opportunities believed to be appropriate for your account(s) and other accounts advised by our firm among such accounts equitably and consistent with the best interests of all accounts involved. However, there can be no assurance that a particular investment opportunity that comes to our attention will be allocated in any particular manner. If we obtain material, non-public information about a security or its issuer that we may not lawfully use or disclose, we have absolutely no obligation to disclose the information to any client or use it for any client’s benefit. 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 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 your broker/dealer and/or custodian are billed directly to your account separately from our advisory fees. Retirement Plan Rollover Recommendations. When Up Financial USA provides investment advice about your retirement plan account or individual retirement account (“IRA”) including whether to maintain investments and/or proceeds in the retirement plan account, roll

over such investment/proceeds from the retirement plan account to a IRA or make a distribution from the retirement plan account, we acknowledge that Up Financial USA is a “fiduciary” within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”) as applicable, which are laws governing retirement accounts. The way Up Financial USA makes money creates conflicts with your interests so Up Financial USA operates under a special rule that requires Up Financial USA to act in your best interest and not put our interest ahead of you. Under this special rule’s provisions, Up Financial USA must as a fiduciary to a retirement plan account or IRA under ERISA/IRC:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put the financial interests of Up Financial USA ahead of you when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments; Up Financial USA Inc. Page 6 Form ADV Part 2A: Firm Brochure
• Follow policies and procedures designed to ensure that Up Financial USA gives advice that is in your best interest;
• Charge no more than is reasonable for the services of Up Financial USA; and
• Give Client basic information about conflicts of interest. To the extent we recommend you roll over your account from a current retirement plan account to an individual retirement account managed by Up Financial USA, please know that Up Financial USA and our investment adviser representatives have a conflict of interest. We can earn increased investment advisory fees by recommending that you roll over your account at the retirement plan to an IRA managed by Up Financial USA. We will earn fewer investment advisory fees if you do not roll over the funds in the retirement plan to an IRA managed by Up Financial USA. Thus, our investment adviser representatives have an economic incentive to recommend a rollover of funds from a retirement plan to an IRA which is a conflict of interest because our recommendation that you open an IRA account to be managed by our firm can be based on our economic incentive and not based exclusively on whether or not moving the IRA to our management program is in your overall best interest. We have taken steps to manage this conflict of interest. we have adopted an impartial conduct standard whereby our investment adviser representatives will (i) provide investment advice to a retirement plan participant regarding a rollover of funds from the retirement plan in accordance with the fiduciary status described below, (ii) not recommend investments which result in Up Financial USA receiving unreasonable compensation related to the rollover of funds from the retirement plan to an IRA, and (iii) fully disclose compensation received by Up Financial USA and our supervised persons and any material conflicts of interest related to recommending the rollover of funds from the retirement plan to an IRA and refrain from making any materially misleading statements regarding such rollover. When providing advice to a retirement plan account or IRA, our investment advisor representatives will act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, based on the investment objectives, risk, tolerance, financial circumstances, and a client’s needs, without regard to the financial or other interests of Up Financial USA or our affiliated personnel. Limits Advice to Certain Types of investments Up Financial USA provides investment advice on the following types of investments:  Mutual Funds  Exchange Traded Funds (ETFs)  Exchange-listed Securities (i.e., individual stock positions)  Securities Traded Over-the-Counter  Foreign Issues  Certificates of Deposit  US Government Securities 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. Up Financial USA Inc. Page 7 Form ADV Part 2A: Firm Brochure 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.) Tailor Advisory Services to Individual Needs of Clients Up Financial USA’s advisory services are always provided based on your individual needs. This means, for example, that when we provide asset management services, you are given 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. We will not enter into an investment adviser relationship with a prospective client whose investment objectives may be considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. Client Assets Managed by Up Financial USA As a newly registered investment adviser, Up Financial USA has no assets under management to report as of December 31, 2023.