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Upkeep is a gameplay mechanic in Dawn of War II, Dawn of War II: Chaos Rising and Dawn of War II: Retribution multiplayer mode.

Upkeep is basically a Requisition tax that you pay to maintain your army. Each race starts with Dow2 req 160 upkeep, and it will remain Dow2 req 160 as long as you do not go over the Population threshold of Dow2 pop 1630. Every unit after this limit, however, will start to decrease your overall Requisition income by a certain amount. This amount is called "upkeep".

For example: The upkeep of a single Guardsman model is Dow2 req 162.55. If you have five unupgraded Guardsman Squads (6 models each, taking Dow2 pop 161 per model), you will reach a total of Dow2 pop 1630 and suffer no upkeep penalty. At this point, should you build a sixth Guardsman Squad, your Population count will rise to Dow2 pop 1636 and you will suffer a Dow2 req 1615.3 income penalty for the extra 6 men you have over Dow2 pop 1630 (2.55 x 6 = 15.3).

The most expensive units are always taxed first; you can build the most elite units, which usually have the highest upkeep, first and cheaper units after, but once you are over Dow2 pop 1630, the units with highest upkeep will be the first to be penalized.