Apella Wealth

ITEM 1 - COVER PAGE ADV Part 2A, Firm Brochure of APELLA CAPITAL, LLC DBA APELLA WEALTH 65 MEMORIAL DRIVE, SUITE 340 WEST HARTFORD, CT 06107 P/ 860.785.2260 F/ 860.748.4961 WWW.APELLAWEALTH.COM March 30, 2026 This brochure provides information about the qualifications and business practices of Apella Capital, LLC (“Apella”). If you have any questions about the contents of this brochure, please contact us at 860.785.2260. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority, nor does registration imply a certain level of skill or training. Additional information about Apella Capital, LLC (“Apella)” also is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by the firm’s unique identifying IARD number. The IARD number for Apella Capital, LLC is 171106. APELLA CAPITAL, LLC MARCH 2026 | PAGE 1 OF 46  ITEM 2 - MATERIAL CHANGES There have been no material changes to this brochure since our last annual updating amendment. This brochure is updated from time to time to reflect material changes and may also be revised to clarify or provide additional information. As of December 31, 2025, we managed $7,544,684,068 in client assets on a discretionary basis and $2,231,539,503 on a non-discretionary basis. QUESTIONS & CONCERNS We encourage you to read this document in its entirety. Our Chief Compliance Officer, Timothy Richards, remains available to address any questions or concerns regarding this Part 2A Brochure, including any material change disclosure or information described below. APELLA CAPITAL, LLC MARCH 2026 | PAGE 2 OF 46  ITEM 3 - TABLE OF CONTENTS ITEM 1 - COVER PAGE .................................................................................................................................................. 1 ITEM 2 - MATERIAL CHANGES ...................................................................................................................................... 2 ITEM 3 - TABLE OF CONTENTS ..................................................................................................................................... 3 ITEM 4 - ADVISORY BUSINESS ...................................................................................................................................... 5 A. ABOUT OUR FIRM .......................................................................................................................................................... 5 B. TYPES OF ADVISORY SERVICES WE OFFER ...................................................................................................................... 5 C. CLIENT TAILORED SERVICES AND CLIENT IMPOSED RESTRICTIONS .............................................................................. 11 D. WRAP FEE PROGRAM .................................................................................................................................................. 12 E. REGULATORY ASSETS UNDER MANAGEMENT ............................................................................................................. 12 ITEM 5 - FEES AND COMPENSATION .......................................................................................................................... 13 A. FEE SCHEDULE .............................................................................................................................................................. 13 B. PAYMENT OF FEES ........................................................................................................................................................ 15 C. CLIENT RESPONSIBILITY FOR THIRD PARTY FEES .......................................................................................................... 17 D. PREPAYMENT OF FEES ................................................................................................................................................. 19 E. OUTSIDE COMPENSATION FOR THE SALES OF SECURITIES TO CLIENTS ....................................................................... 19 ITEM 6 - PERFORMANCE-BASED FEES & SIDE-BY-SIDE MANAGEMENT ........................................................................ 19 ITEM 7 - TYPES OF CLIENTS ........................................................................................................................................ 19 ITEM 8 - METHODS OF ANALYSIS, STRATEGIES, & RISK OF LOSS ................................................................................. 21 A. METHODS OF ANALYSIS & INVESTMENT STRATEGIES ................................................................................................. 21 B. MATERIAL RISKS INVOLVED ......................................................................................................................................... 26 C. RISKS OF SPECIFIC SECURITIES UTILIZED ...................................................................................................................... 28 D. DESCRIPTION OF OTHER MATERIAL, SIGNIFICANT OR UNUSUAL RISKS ....................................................................... 35 ITEM 9 - DISCIPLINARY INFORMATION ...................................................................................................................... 37 A. CRIMINAL OR CIVIL ACTIONS ....................................................................................................................................... 37 B. ADMINISTRATIVE PROCEEDINGS ................................................................................................................................. 37 C. SELF-REGULATORY ORGANIZATION (SRO) PROCEEDINGS ........................................................................................... 37 ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES & AFFILIATIONS .......................................................................... 37 A. REGISTRATION AS A BROKER/DEALER OR BROKER/DEALER REPRESENTATIVE ........................................................... 37 B. REGISTRATION AS A FUTURES COMMISSION MERCHANT, COMMODITY POOL OPERATOR, OR COMMODITY TRADING ADVISOR .......................................................................................................................................................................... 38 C. REGISTRATION RELATIONSHIPS MATERIAL TO THIS ADVISORY BUSINESS AND POSSIBLE CONFLICTS OF INTERESTS .. 38 D. SELECTION OF OTHER ADVISERS OR MANAGERS AND HOW THIS ADVISER IS COMPENSATED FOR THOSE SELECTIONS ......................................................................................................................................................................................... 38 ITEM 11 - CODE OF ETHICS, PARTICIPATION & INTEREST IN CLIENT TRANSACTIONS, & PERSONAL TRADING .............. 38 A. CODE OF ETHICS ........................................................................................................................................................... 38 B. RECOMMENDATIONS INVOLVING MATERIAL FINANCIAL INTERESTS .......................................................................... 39 C. INVESTING PERSONAL MONEY IN THE SAME SECURITIES AS CLIENTS ......................................................................... 39 D. TRADING SECURITIES AT/AROUND THE SAME TIME AS CLIENTS’ SECURITIES ............................................................. 39 ITEM 12 - BROKERAGE PRACTICES ............................................................................................................................. 39 A. FACTORS USED TO SELECT CUSTODIANS AND/OR BROKER/DEALERS ........................................................................... 39 B. AGGREGATING (BLOCK) TRADING FOR MULTIPLE CLIENT ACCOUNTS ......................................................................... 43 ITEM 13 - REVIEW OF ACCOUNTS .............................................................................................................................. 43 A. FREQUENCY AND NATURE OF PERIODIC REVIEWS AND WHO MAKES THOSE REVIEWS .............................................. 43 APELLA CAPITAL, LLC MARCH 2026 | PAGE 3 OF 46  B. FACTORS THAT WILL TRIGGER A NON-PERIODIC REVIEW OF CLIENT ACCOUNTS ........................................................ 43 C. CONTENT AND FREQUENCY OF REGULAR REPORTS PROVIDED TO CLIENTS ................................................................ 43 ITEM 14 - CLIENT REFERRALS & OTHER COMPENSATION ............................................................................................ 43 A. ECONOMIC BENEFITS PROVIDED BY THIRD PARTIES FOR ADVICE RENDERED TO CLIENTS (INCLUDES SALES AWARDS OR OTHER PRIZES) ............................................................................................................................................................ 43 B. COMPENSATION TO NON – ADVISORY PERSONNEL FOR CLIENT REFERRALS ................................................................ 44 ITEM 15 - CUSTODY ................................................................................................................................................... 44 ITEM 16 - INVESTMENT DISCRETION .......................................................................................................................... 45 ITEM 17 - VOTING CLIENT SECURITIES ........................................................................................................................ 46 ITEM 18 - FINANCIAL INFORMATION ......................................................................................................................... 46 A. PREPAYMENT OF FEES ................................................................................................................................................. 46 B. DISCRETIONARY AUTHORITY AND PREPAYMENT OF FEES ........................................................................................... 46 C. BANKRUPTCY ............................................................................................................................................................... 46 APELLA CAPITAL, LLC MARCH 2026 | PAGE 4 OF 46  ITEM 4 - ADVISORY BUSINESS A. ABOUT OUR FIRM Apella Capital, LLC has been in business since 2013 and became registered with the Securities and Exchange Commission ("SEC") in April of 2014 as an investment adviser, with its principal place of business located in Connecticut. Apella Capital, LLC is managed by Patrick A. Sweeny, CEO and James J. Scanlan, President. In addition to Apella’s main office in West Hartford, CT, our Firm currently has offices located in various locations throughout the United States. This brochure is designed to provide detailed and precise information about each item noted in the table of contents. Certain disclosures are repeated in one or more items, and other disclosures are referred throughout to be as comprehensive as possible on the broad subject matters discussed. Apella acknowledges that it is a fiduciary with respect to any investment advice. Apella strives to ensure high standards of ethical conduct among its employees to protect the Firm’s clients and Firm reputation. Within this brochure, specific terms in either are used as follows: • Apella refers to Apella Capital, LLC. • • “Firm,” “we,” “us,” and “our” refer to Apella Capital, LLC. “Adviser,” “Investment Adviser Representative,” and “IAR” refers to our professional representatives who provide investment recommendations or advice on behalf of Apella Capital, LLC. “You,” “yours,” and “Client” refers to Clients of Apella Capital, LLC and its advisers. “Code” refers to our Firm’s Code of Ethics. “CCO” refers to our Chief Compliance Officer. • • • B. TYPES OF ADVISORY SERVICES WE OFFER Apella offers a variety of advisory services, which include discretionary and non-discretionary investment management (with or without the use of third-party asset managers, please see Item 10.C within this brochure for further information), held away portfolio advice, independent sub-advisory and third-party money management services, and various financial planning & consulting services.. Apella also offers an automated investment platform (“Automated Advisory Service”) called Apella Ascent, offered through Betterment, a third-party custodial and technology solution. Before rendering any advisory services, Clients must enter into one or more written Investment Advisory Agreements (“Agreements”), setting forth the relevant terms and conditions of the advisory relationship. We do not provide tax or legal advice. Tax services may be provided through the firm’s affiliated entity, Apella Services, LLC. Clients are under no obligation to engage with Apella Services, LLC for tax services. Apella Capital, LLC provides investment advisory services to certain broker-dealers’ customers (“Brokerage Customers”) who provide written consent requesting to receive the firm’s advisory services. Brokerage Customers have entered into a written advisory agreement with Apella Capital, LLC. INVESTMENT MANAGEMENT SERVICES Apella’s advisory services may include the following: reviewing the Client’s investment portfolio at the commencement of the Apella advisory relationship; assessing the Client’s investment needs and objectives; investment policy planning and suitability; developing an asset allocation strategy designed to meet Client objectives; ongoing monitoring of the performance of the accounts; implementation of asset allocation strategy; reviewing accounts to ensure adherence to policy guidelines and rebalancing asset allocations when Apella, deems such re-balancing appropriate for the Client; answering client inquiries; updating Client information; and interviewing the Client at least annually to identify changes in the Client’s financial situation. The Client should notify Apella promptly if the Client’s financial situation or investment objectives change. With our discretionary relationship, we will change the portfolio as appropriate to help meet a Client’s financial objectives. We trade Client portfolios based on our market views and the Client’s financial goals. APELLA CAPITAL, LLC MARCH 2026 | PAGE 5 OF 46  With a non-discretionary relationship, Apella will provide recommendations to help meet a Client’s financial objectives, but we must obtain Client approval before making any transactions in a Client account. APELLA SELECT Apella Select services includes two distinct separately managed account (SMA) options. The Investable Index Series targets popular equity indexes, while the Multi-Factor Strategies are designed to capture multi-factor strategies comprised of individual stocks and ADRs. INVESTABLE INDEX SERIES Our Investable Index Series was designed to provide Apella clients with Model options that behave in a manner similar to a broad-market index while, at the same time, allowing for customization and active overlay management techniques through individual security ownership. MULTI-FACTOR STRATEGIES Our Multi-Factor Strategies are comprised of broadly diversified investment solutions that include individual stocks and ADRs. These portfolios are constructed based on quantitative rules-based methods that seek to capture specific factor premiums, such as Value, Momentum and Profitability, and will rebalance on a regular basis to maintain intended diversification and factor exposures. Portfolios of individual securities may be the appropriate solution for clients with tastes and preferences or needs that are better met by these portfolios. The current offering includes strategies that cover the United States, International, and Global geographies and can include factors such as Value, Momentum, and Profitability (or Quality). An Apella Financial Advisor may utilize either of these Models to serve several construction objectives inside a Client portfolio. The Financial Advisor may wish to use these Models as a core module inside of a larger core/satellite portfolio. These Models may also be suitable as a starting point to express a Client's preferences for lifestyle- or religious- specific customizations that could otherwise not be expressed through a pooled vehicle such as an ETF or Mutual Fund. Finally, these Models may be utilized as a tax- aware module within a Client portfolio where specific tax lots of individual securities may be loss- harvested (see Tax Overlay Management Services) while at the same time demonstrating index-like tracking characteristics. While the Models themselves are not managed in a tax sensitive fashion, the structure does help facilitate more effective tax management from the dispersion among a sample of the constituent securities of an index as well as the potential for various tax lots for these securities. COMPLETION PORTFOLIOS As noted above, the Investable Index Series offers investment solutions that closely track the performance of indices. In some cases, those solutions may not represent the entirety of a Client’s appropriate investment solution. As such, Apella may offer model portfolios of mutual funds or ETFs that are intended to be paired with various solutions offered in the Investable Index Series in order to achieve a total portfolio solution consistent with a Client’s needs. Examples of what may be included in Completion Portfolios include Emerging Market equity, small and micro-cap equity, high-turnover factor strategies like momentum, and other sub-strategies of a portfolio that may not be offered in the Invest- able Index Series. TAX OVERLAY MANAGEMENT SERVICES Apella can provide Tax Overlay Management services to Apella Select accounts. In providing Tax Overlay Management services, we consider the tax consequences of transactions in a Client account and will adjust our services accordingly. We attempt to accomplish tax-aware investment management through gain-loss matching, harvesting losses and/ or gains, deferring gains until securities reach preferential tax status, and avoiding imprudent wash sale transactions to improve the after- tax return while staying as consistent as possible with the risk/return characteristics of the Client’s account Strategy. Our ability to improve after-tax return depends on various factors beyond our control including economic and market conditions, regulatory changes, actions taken by a Client's custodian broker-dealer, the specifics of an account’s strategy, the starting portfolio in an account, a Client's tax circumstances, and mandates as communicated by the Client's Financial Advisor. Tax Overlay Management may cause the actual performance in a Client account to vary from the "stated" performance of the Strategy’s Manager. APELLA CAPITAL, LLC MARCH 2026 | PAGE 6 OF 46  Tax Overlay Management services are provided in connection with the Apella Select Program and to financial planning clients who receive services from one of Apella’s appropriately credentialed IARs. We do not provide general tax planning advice or services outside of these types of client engagements unless the client has hired Apella for comprehensive financial planning. To provide Tax Overlay Management services, we rely solely on the information provided by the Client and their custodian broker-dealer. If that information is inaccurate, incomplete, or not timely, our ability to provide Tax Overlay Management may be adversely affected. We make no guaranty that taxes in any account will be reduced. If an account contains mutual funds and/or exchange traded funds (“ETFs”), our Tax Overlay Management services are generally applied on the portion of the account containing equity securities and not to the portion that consists predominantly of mutual funds and/or ETFs. By default, accounts are managed without Tax Overlay Management Services unless specifically selected by the Client's Financial Advisor. Please note that with Apella Select there are minimum investment levels. TURNKEY ASSET MANAGEMENT PROGRAM (“TAMP”) SERVICES Apella will make their initial recommendation of the appropriate portfolio based on the Client’s risk tolerance, time horizon, and Client profile. On an ongoing basis, we will review the portfolio selection and make recommendations to modify the portfolio based on the Client’s changing circumstances. Apella is compensated by advisory fees deducted quarterly in advance from the Client’s account by the custodian and paid to Betterment LLC who in turn pays our Firm their stated advisory fee. HELD AWAY PORTFOLIO ADVICE Our held away portfolio services are designed to meet our Client’s financial goals, needs, and objectives involving analysis of a Client’s investments, such as variable life insurance and annuity contracts, assets held in employer-sponsored retirement plans, and/or qualified tuition plans (i.e., 529 plans) held externally from our Firm. In these situations, Apella may direct or recommend allocating assets among the various investment options available within the product. Apella is engaged with unaffiliated third-party service providers, for Client accounts not directly held with our recommended Custodian; but where our team has discretion and leverages an Order Management System to implement asset allocation or rebalancing strategies on behalf of the Client. These are primarily 401(k) accounts, 403(b) accounts, 529 plans, variable annuities, and other assets not held with the recommended Custodian. We regularly review the current holdings and available investment options in these accounts, monitor the account, rebalance, and implement our Apella's strategies, as necessary. The platform allows us to avoid being considered to have custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. A link will be provided to the Client, allowing them to connect an account(s) to the platform. Once the Client account(s) is connected to the platform, the Adviser will review the current account allocations and investment options. When we are authorized with discretionary management, we will rebalance the account, considering Client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize losses during complex markets, and manage internal fees that harm account performance. Client account(s) will be reviewed quarterly, and allocation changes will be made, as necessary. APELLA CAPITAL, LLC MARCH 2026 | PAGE 7 OF 46  PONTERA Pontera is an independent service provider and is not affiliated with Apella. Pontera does not provide investment advice to clients and does not have discretion to place trades on its own behalf. Apella remains solely responsible for the investment advice it provides and for directing any allocation or rebalancing activity carried out through the Pontera platform. The qualified plan sponsor, recordkeeper, or other financial institution that holds the assets in a held away account continues to maintain custody of those assets. As part of our portfolio management services, we may utilize Pontera, a third-party technology platform, to securely access and manage “Held Away Accounts” (such as 401(k)s, 403(b)s, and other employer- sponsored retirement plans) on behalf of our clients. We regularly review the available investment options in these accounts, monitor them, and rebalance and implement our strategies in the same way we do other accounts, though using different tools, as necessary. The platform allows us to avoid being considered to have custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. Apella will bill on Held Away Accounts in a manner and frequency as described in the Client’s Investment Advisory Agreement.  INDEPENDENT SUB-ADVISORY AND THIRD-PARTY MANAGER SERVICES If deemed appropriate, Apella will utilize the services of a Sub-Adviser (“SMA” or “Manager”) or Independent Third-Party Manager (“ITPM” or “Manager”) to manage your accounts. Investment recommendations and securities trading will only be offered by or through the chosen SMA or ITPM. Apella will not advise on any specific securities concerning this service. Before referring a Client to a Sub-Adviser or ITPM, Apella will conduct initial due diligence on SMA and ITPMs and ongoing reviews of their management of Client accounts. To assist in selecting an SMA or ITPM, we will gather information about the Client’s financial situation, investment objectives, and reasonable restrictions imposed upon account management. Apella will periodically review the Manager reports provided to the Client. We will periodically contact the Client to review their financial situation and objectives, communicate information to the Manager as warranted, and assist the Client in understanding and evaluating the services provided. The Client will be expected to notify our Firm of any changes in their financial situation, investment objectives, or account restrictions that could affect their financial standing. By executing an Investment Advisory Agreement with Apella, the Client gives Apella the discretionary authority to hire or fire the Manager and to allocate assets among Managers without obtaining consent. The services provided by the SMA and ITPM include: Implementation of an asset allocation • Assessment of Client investment needs and objectives • • Delivery of suitable style allocations (e.g., Income, Large Cap, Small Cap, Growth, Value, etc.) • Facilitation of portfolio transactions • Ongoing monitoring of investment vehicles’ performance • Review of accounts for adherence to policy guidelines and asset allocation • Reporting of Client account portfolio activity. Each Manager has minimum account requirements that will vary between Managers. Account minimums are typically higher for fixed-income accounts than for equity-based accounts. A complete description of the Manager’s services, fee schedules, and account minimums will be disclosed in the Manager’s disclosure brochure, which will be provided to you before or when an agreement for services is executed, and the account is established. Further information about APELLA CAPITAL, LLC MARCH 2026 | PAGE 8 OF 46  Apella’s engagement with third-party investment advisory firms can be found in Item 10.D within this brochure. FINANCIAL PLANNING & CONSULTING SERVICES Apella offers financial planning & consulting services, which involve preparing a full written financial plan, which may address one or several topics: Investment Planning, Retirement Planning, Tax Planning, Education Planning, Portfolios, and Allocation Review. An advisory Client may receive these services as part of the bundled services offered under the established advisory agreement. Alternatively, a Client seeking financial planning or consulting services only may receive these services on a standalone basis for a fixed fee. Certain clients may require extensive and ongoing financial planning and consulting services, which may extend beyond one year. Financial planning clients may pay an on-going financial planning fee for the services provided. All financial planning clients receive a written financial plan, providing the Client with a detailed financial plan designed to achieve their stated financial goals and objectives. Implementation of financial plan recommendations is entirely at the Client’s discretion. In order to develop a comprehensive plan, the Apella IAR will: • Determine and prioritize personal and financial goals, needs, and objectives. • Gather the pertinent data and documents and conduct personal interviews with the Client and professional advisers. • Analyze and evaluate a Client’s overall financial situation. • Develop and present investment and financial planning recommendations both verbally and in writing. Implement all investment and financial plans as directed by the Client. • • Monitor and adjust plans as needed and directed on an ongoing basis. Depending on a Client’s objectives, the resulting formal written plan will cover general financial planning, estate planning, educational fund planning, individual tax planning, retirement planning, risk management, and insurance planning. Financial Planning services provided to clients may include services such as: • Analyze and evaluate the Client’s financial status – conduct interviews with the Client and professional advisers. • Develop and present investment and financial planning recommendations both verbally and in writing, to include: o Evaluating Cash flow and advise on budgeting and debt management. o Evaluating and advising on tax, estate, and charitable giving. o Evaluating and advising on retirement and college planning. o Evaluating and advising on investment strategies and portfolio construction. o Evaluating and advising on risk management and insurance planning. o Developing and presenting divorce planning recommendations. o Providing other financial planning services, as needed. Unless otherwise agreed to in writing, the Client is solely responsible for determining whether to implement our financial planning recommendations. Our financial planning and consulting services do not involve implementing transactions on your behalf nor include active and ongoing monitoring or management of your investments or accounts. The Client must execute a separate written agreement for investment management services if the Client elects to implement any of our investment recommendations through Apella or retain Apella to monitor and manage investments actively. APELLA CAPITAL, LLC MARCH 2026 | PAGE 9 OF 46  DPL FINANCIAL PARTNERS PLATFORM As part of our comprehensive financial planning and investment advisory services, we may recommend or facilitate the use of commission-free insurance and annuity products available through DPL Financial Partners (“DPL”). DPL is a third-party platform that provides access to a curated marketplace of low-cost, no-commission insurance solutions from a variety of carriers. These products are designed to align with fiduciary standards and support client-focused planning. QUALIFIED RETIREMENT PLAN SERVICES When providing any non-discretionary investment advisory services, we will solely be making investment recommendations to the Sponsor, and the Sponsor retains full discretionary authority or control over assets of the retirement plan. We agree to perform any non-discretionary investment advisory services to the retirement plan as a fiduciary, as defined in ERISA Section 3(21)(A)(ii). We will act in good faith and with the degree of diligence, care, and skill that a prudent person rendering similar services would exercise under similar circumstances. When providing administrative services, we may support the Sponsor with plan governance and committee education; vendor management and service provider selection and review; investment education; or plan participant non-fiduciary education services. We agree to perform any administrative services solely in a capacity that would not be considered a fiduciary under ERISA or any other applicable law. When offering investment models to plan sponsors, under certain circumstances, we will act as a “fiduciary” as defined under Section 3(21) of ERISA and Section 4975I (3) of the Internal Revenue Code of 1986, as amended (the “Code”). WRITTEN ACKNOWLEDGEMENT OF FIDUCIARY STATUS Apella is considered a fiduciary under the Investment Advisers Act of 1940. When we provide investment advice to clients regarding their retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and the Internal Revenue Code, as applicable, which are laws governing retirement accounts. We must act in the Client’s best interest and not put our interests ahead of theirs. At the same time, how we make money conflicts with Client interests. A Client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): • • leave the money in the former employer’s plan, if permitted, roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, rollover to an Individual Retirement Account (“IRA”), or • • cash out the account value (which depending upon the Client’s age, could result in adverse tax consequences). Apella may recommend that a Client rollover plan assets to an IRA for which Apella provides investment advisory services. As a result, Apella and its advisers may earn an asset-based fee on the rolled assets. In contrast, a recommendation that a Client leave their plan assets with their previous employer or rollover the assets to a plan sponsored by a new employer will result in no compensation to Apella. Therefore, Apella has an economic incentive to encourage a Client to roll plan assets into an IRA that we will manage, which presents a conflict of interest. To mitigate the conflict of interest, there are numerous factors that we will consider before recommending a rollover, including but not limited to: • • • the investment options available in the plan versus the investment options available in an IRA, fees and expenses in the plan versus the fees and expenses in an IRA, the services and responsiveness of the plan’s investment professionals versus those of our Firm, required minimum distributions and age considerations, and • protection of assets from creditors and legal judgments, • • employer stock tax consequences, if any. APELLA CAPITAL, LLC MARCH 2026 | PAGE 10 OF 46  The Chief Compliance Officer remains available to address client questions regarding the supervision and oversight of rollover and transfer assets. TAX PLANNING SERVICES Tax planning services offered through Apella Services, LLC. Apella Capital, LLC assists clients in the development of a multi-year income tax plan after careful consideration of a Client’s objectives and present financial situation. This process begins with the preparation of a comprehensive financial plan. Based on this analysis, we will recommend strategies to implement today that can have a positive impact on taxes due in future years, especially during retirement. Tax return preparation is not included in this service but can be obtained through Apella Services, LLC, a separate entity from Apella Capital at an additional cost. Clients are under no obligation to use Apella Services for tax return preparation. SEMINARS & WORKSHOPS Apella has entered into a Joint Marketing Agreement with CFS Financial, LLC, an investment adviser registered in the state of MA (Referring Firm”), whereby Apella co-sponsors college planning seminars with Referring Firm. The purpose of the seminars is to educate participants regarding college funding options and, for a planning fee, to guide individuals (“College Planning Clients”) through the college funding process. Certain College Planning Clients have financial planning or investment advisory needs beyond the scope of services provided by Referring Firm. Referring Firm may refer such College Planning Clients to Apella for broader scope financial planning and/or for ongoing investment advisory services. Referring Firm receives fees for services it provides and additional compensation from Apella for referrals of clients for investment advisory services. APELLA ASCENT Apella offers investment advisory services through an automated investment platform (“Automated Advisory Service”) called Apella Ascent. The Automated Advisory Service, delivered through a third-party custodial and technology solution (described below, “Betterment”), utilizes proprietary algorithms to construct, allocate, and rebalance client portfolios based on information provided by the Client, including but not limited to investment objectives, risk tolerance, time horizon, and financial situation. By enrolling in Apella Ascent, Client acknowledges and agrees that: 1. Investment recommendations and portfolio management decisions are generated based on algorithmic models and do not rely exclusively on direct human intervention for all investment activities. 2. The client is responsible for providing accurate and updated financial information, and the effectiveness of the Automated Advisory Service is contingent upon the accuracy of such information. 3. Apella periodically reviews the algorithm’s effectiveness, but it does not provide ongoing individualized investment advice outside of the automated framework. 4. Market conditions, economic factors, and unforeseen events may impact the performance of automated investment strategies, and past performance does not guarantee future results. Apella reserves the right to modify, suspend, or terminate the Automated Advisory Services at its discretion, with reasonable notice to clients, in accordance with applicable regulations. C. CLIENT TAILORED SERVICES AND CLIENT IMPOSED RESTRICTIONS Apella tailors our investment management and advisory services continuously to meet the needs of our clients. We seek to ensure Client portfolios are managed consistently with those needs and objectives in mind. We meet with Clients on an initial and ongoing basis to assess their specific risk tolerance, time horizon, liquidity constraints, and other related factors relevant to managing their portfolios. Acting as a Client’s investment adviser, the Apella IAR builds custom investment programs. The IAR collaborates with the Client to develop objectives within suitable risk/reward parameters relative to the Client’s financial circumstances and then develop an appropriate asset allocation strategy. The Apella IAR begins with a APELLA CAPITAL, LLC MARCH 2026 | PAGE 11 OF 46  model portfolio constructed for each specific investment strategy Apella offers, and then tailors the model for each client, taking into account the Client’s individual needs, including Client requested restrictions, cash needs, tax considerations, and other items, while generally remaining consistent with the Firm’s model for that strategy. There may be an opportunity to employ Client-requested restrictions on a case-by-case basis; any proposed client requested restrictions should be provided to the Firm in writing in advance for its consideration. The Firm will also consider allowing clients to impose restrictions on investing in certain securities or types of securities. To further fine-tune our understanding of a Client’s risk tolerance, we utilize Nitrogen, a third-party vendor tool, to assist in identifying the client’s risk tolerance. Nitrogen technology assists financial planners in two critical tasks: (1) measuring the risk preferences of investors and (2) applying these preference measurements to portfolio selection. Nitrogen summarizes an investor’s mean-variance risk aversion on a 99-point scale. In connection with this output, the Nitrogen tool “quantifies” the Client’s indicated investment risk tolerance through the illustration of expected return (plus/minus) and investment volatility (investment variance), which uses past data to calculate expected variance. Apella may advise a Client about legacy positions or other investments in Client portfolios. Clients can limit or restrict our trading and/or billing in these positions. A Client must notify Apella of any situation that would impair our ability to manage Client accounts properly. D. WRAP FEE PROGRAM Apella does not sponsor or participate in a Wrap Program. E. REGULATORY ASSETS UNDER MANAGEMENT As of December 31, 2025, Apella’s discretionary assets under management were approximately $7,482,368,272.00 and non-discretionary assets under management of approximately $2,231,539,503.00. APELLA CAPITAL, LLC MARCH 2026 | PAGE 12 OF 46  ITEM 5 - FEES AND COMPENSATION The Investment Advisory Agreement between a Client and Apella will outline the exact costs and other terms related to the Client’s Accounts agreed upon between the parties. Apella provides investment advisory services on a fee basis. Our standard fee is negotiable and is typically based on a percentage of the client’s assets under management (“AUM”) and the scope and complexity of the client’s overall advisory engagement. The maximum annual fee charged for investment advisory services is 1.50% of AUM, except as described below in Item 5.A. Fees are generally charged quarterly in advance, based on the value of the account as of the last business day of the preceding quarter, unless otherwise specified in the client’s Investment Advisory Agreement. A. FEE SCHEDULE INVESTMENT MANAGEMENT FEES Apella offers investment management services for an annual fee based on the amount of assets under management. Our maximum annual fee is 1.5%, and we have a minimum account size of $500,000. We retain the right to waive the minimum account size at our discretion. Our annual investment advisory fee may be higher than that of other investment advisers that offer similar services and programs. In addition to our compensation, clients may incur charges imposed at the mutual fund level (e.g., advisory fees and other fund expenses). On a periodic basis, Apella acquires clients from other registered investment advisory firms through purchase transactions (“acquisitions”). The advisory fees of Clients joining Apella through acquisitions are typically “grandfathered,” such that no Client acquired in an acquisition is subject to a fee change on joining Apella. This can mean that some clients join Apella at fee rates that are higher than or lower than Apella’s standard or maximum fee, as described above. APELLA SELECT Clients are charged a fee of up to 25 basis points (0.25%) for portfolio management services. An additional fee of 0.05% applies for tax overlay services. These fees are charged in addition to the standard Apella Advisory fee. All fees are fully disclosed in the client agreement and may vary based on the services provided. Clients utilizing Dimensional Fund Advisers (DFA) will pay an additional 0.18% on all sub-advised assets, while clients utilizing Vanguard will pay an additional 0.20% on sub-advised assets. However, if DFA sub-advised accounts are invested in DFA-managed exchange-traded funds (ETFs), the management fees otherwise payable to DFA for sub-advisory services will be waived on those ETF assets. TURNKEY ASSET MANAGEMENT PROGRAM (“TAMP”) FEES Fees charged for Apella Ascent (through Betterment LLC) are .50% on assets under management. Clients must consent in writing to have advisory fees debited directly from a Client’s investment account. With Client input and on an on-going basis, Apella will make their initial recommendation of the appropriate portfolio based on the Client’s risk tolerance, time horizon, and Client profile. On an ongoing basis, Apella will review the portfolio selection and will make recommendations to modify the portfolio based on the Client’s changing circumstances. HELD AWAY PORTFOLIO ADVICE FEES PONTERA Clients are billed at their investment advisory disclosed fee on all assets including held-away assets managed by Apella through Pontera. INDEPENDENT SUB-ADVISORY AND THIRD-PARTY MANAGER SERVICE FEES A complete description of the SMA and ITPM’s services, fee schedules, and account minimums will be disclosed in Manager's disclosure brochure, which will be provided to you before or when an agreement for services is executed, and the account is established. Each third-party investment adviser is required under federal securities laws to provide their clients, including SMA and ITPM APELLA CAPITAL, LLC MARCH 2026 | PAGE 13 OF 46  Clients, with a Form ADV Part 2A (“Adviser Brochure” or “this Brochure”) that includes disclosures, and among other things, the fees charged to their clients. The actual fee charged to the Client will vary depending on SMA or ITPM. All fees are calculated and collected by the Manager, who will be responsible for delivering Apella’s portion of the fee paid by the Client. With SMA and ITPMs, you may incur additional charges, including mutual fund sales loads, 12b-1 fees and surrender charges, and IRA and qualified retirement plan fees. There is a potential conflict of interest in using independent Managers if they pay us a portion of their advisory fee and have met the conditions of our due diligence review. Apella is committed to always working in the Client's best interest. There may be other Managers not affiliated with Apella that may be suitable for a Client or may be more or less costly. As with any Adviser, no guarantees can be made that the SMA or ITPM will achieve a Client's financial goals or objectives. Further, no guarantees of performance can be offered. Clients should review the SMA or ITPM’s Brochure in its entirety, along with this Brochure, to fully understand the services, fees, agreements, and risks surrounding these arrangements and fully understand that these types of arrangements have layers of fees that may or may not be apparent without reading the SMA or ITPM’s Brochure and this Brochure, along with the offering document/prospectus for underlining investments. FINANCIAL PLANNING AND CONSULTING SERVICE FEES Apella provides financial planning services under a fixed fee or an hourly fee arrangement. This arrangement charges a mutually agreed-upon fee for financial planning services, ranging from $1,000 to $25,000, depending upon the complexity of the services for which the Client engages Apella. This ongoing financial planning & consulting is also provided at a fixed fee annually. The fixed fee is negotiable depending on the services provided and is typically a one-time fee unless the client requests the services to continue beyond the first year. Fees may vary from the above depending on the time frame the client was introduced to Apella, or which office location is servicing the client. In all cases, the fee for your engagement is specified in the financial planning agreement. At Apella’s sole discretion, the Client may be required to pay the fee at the time the agreement is executed; however, Apella does not require or solicit prepayment of more than $1,200 in fees per Client, six months or more in advance. The fee is considered earned upon delivery of the financial plan, and any unpaid amount is immediately due. If the Client terminates the financial planning services after entering into an agreement with Apella, the Client will be invoiced and responsible for immediate payment of any hourly financial planning services performed by us before receiving notice of termination. For financial planning services that we perform under a fixed or hourly fee arrangement, the Client will be responsible for paying a pro-rated fixed fee equivalent to the percentage of work completed. If there is a remaining balance of any fees paid in advance after deducting fees from the final invoice, those remaining proceeds will be refunded to the Client. DPL FINANCIAL PARTNERS PLATFORM Apella does not receive commissions or compensation from DPL or any insurance carriers for recommending or implementing insurance products. Our compensation is derived solely from the advisory fees a Client pays Apella, as outlined in the advisory agreement, which may include advisory fees paid to Apella for the provision of advisory services on certain insurance products. However, DPL may charge a platform or access fee to our firm, which is not passed on to clients unless explicitly disclosed. If an insurance product is implemented through DPL, the cost of the product itself (e.g., premiums, internal expenses) is determined by the issuing insurance carrier and disclosed in the product documentation. We will review all costs with you prior to implementation and ensure that any recommendation is in your best interest. QUALIFIED RETIREMENT PLAN FEES Apella IARs charge an annual fee for accounts in a retirement program. The fee is negotiable, but will not be over the maximum fee allowed, which is 0.80%. APELLA CAPITAL, LLC MARCH 2026 | PAGE 14 OF 46  In addition, Apella IARs charge a separate fee on assets in the Apella Select Program. The standard fee is 0.25% on assets under management within the program. This fee is in addition to the standard advisory fees described above. For Retirement Plan Advisory Services compensation, Apella charges an advisory fee as negotiated with the Plan Sponsor and as disclosed in the Employer-Sponsored Retirement Plans Consulting Agreement (“Plan Sponsor Agreement”). Typically, the billing period for these fees is paid quarterly. This fee is negotiable, but the terms and advisory fee are agreed upon in advance and acknowledged by the Plan Sponsor Agreement or Plan Provider’s account agreement. Fee billing methods vary depending on the Plan Provider. Apella or the Plan Sponsor may terminate the Agreement upon 30 days’ written notice to the other party. The Plan Sponsor is responsible for paying for the services rendered until the termination of the Agreement. TAX PLANNING SERVICE FEES The fee for tax planning services is negotiated and is dependent on the complexity and work involved. The fee for a custom tax analysis will be determined based on the complexity of the Client situation. A fee will be quoted and agreed upon before work commences. The fee is collected ½ up front and ½ upon delivery and review of the plan. The fee for tax return preparation is based on time spent preparing the Client’s returns and will be submitted to the Client for payment when the tax return is complete. B. PAYMENT OF FEES BILLING IN ADVANCE Certain Apella clients are billed quarterly in advance, based on the quarter-end values of a Client’s account on the last trading day of the previous quarter. Advance-billed clients will be charged a partial fee for the first quarter calculated in arrears. The first quarter fee will be based on the Client’s initial assets under management (discretionary) or advisement (non-discretionary) and pro- rated from the latter to occur of 1) the date the assets are transferred into the custodial account or 2) the date of the Investment Advisory Agreement. In the event non-discretionary assets are not held with an Apella-approved custodian, such pro-rated billing will begin on the date of the Investment Advisory Agreement. Accounts closed mid-quarter will receive a pro-rated rebate. For clients billed based on prior period-end account values, there is no adjustment made to Apella’s fee as a result of increases or decreases in account values during the billing period. Fees payable upon establishment or termination of the account will be prorated for the portion of the billing period during which the account is managed. A prorated refund will be given to the Client if the relationship is terminated after fee payment and prior to the end of the billing period. Investments in pooled investments made in client accounts, whether in mutual funds, exchange traded funds, limited partnerships, or other structures, will include their own fees and expenses, including management and fund administration fees, among others (as more fully described below). A complete explanation of all fees and expenses charged by commingled funds is contained in each fund’s offering documents, which should be read carefully. As explained above, Apella has clients whose fees are deducted in advance. The first full quarter is calculated in advance based on the quarter-end values of a Client’s account on the last trading day of the previous quarter. The first quarter fee will be based on the Client’s initial assets under management and pro-rated from the date the assets are traded in the account. Clients will be charged a partial fee for the first quarter calculated in arrears. Accounts closed mid-quarter will receive a pro-rated rebate. BILLING IN ARREARS Certain other Apella clients are billed quarterly in arrears, based on the quarter-end values of a Client’s account on the last trading day of the quarter. The first quarter fee will be based on the Client’s initial assets under management and pro-rated from the date the assets are traded in the account. Should an account be terminated, the fee will be calculated based on the ending value of APELLA CAPITAL, LLC MARCH 2026 | PAGE 15 OF 46  the previous day’s market value. Per the advisory contract, the Client directs the Firm to direct the custodian to deduct fees from the account. BILLING BASED ON AVERAGE DAILY BALANCE Certain Apella clients are billed based on average daily balance. An account’s “average daily balance” is determined by combining each day’s account balance for the prior billing period and then dividing that total by the number of days in the period. For purposes of billing, the average daily balance is used as the account value on which the advisory fee is based. Whether billed in advance or arrears, the average daily balance is calculated over the period preceding the billing date. The Client, depending on the custodian, may request that related accounts be combined in order to meet fee break points and reduce the advisory fee charged. Apella will evaluate such requests on a case-by-case basis. Apella reserves the right to waive the advisory fee for certain accounts, such as but not limited to, employee accounts. The standard fee schedules and minimum account sizes indicated for the investment management services are negotiable, and as a result, clients with similar assets may have differing fee schedules and pay different fees. Clients who negotiate a flat fee schedule may or may not pay a higher fee than those who pay under a tiered schedule, depending on asset levels. Clients will be charged a fee on all assets (securities, cash, and cash equivalents), in the account unless otherwise agreed upon between parties. In the event Apella manages multiple related accounts, Apella and the Client may designate specific account(s) to deduct advisory fees for the Client relationship. Cash and cash equivalents, including money market funds, are subject to the agreed-upon advisory fee. Clients should understand that the advisory fees charged on these balances may exceed the returns provided by cash, cash equivalents, or money market funds, especially in low- interest rate environments. INVESTMENT MANAGEMENT FEE PAYMENT Apella retains complete discretion to negotiate fees and may waive or impose different fees on any Client. The Client will authorize the account's qualified Custodian(s) to deduct fees from the account and pay such fees directly to Apella. All account assets, transactions, and advisory fees will be shown on the monthly or quarterly statements provided by the Custodian. The Client should review their 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. Apella may aggregate related Client accounts to calculate the advisory fee applicable to the Client. The investment management agreement will outline the fee charged to a Client and any breakpoints based on the level of assets managed. The fees are subject to change with prior written notice to the Client. APELLA SELECT FEE PAYMENT Clients are charged a fee of up to 25 basis points (0.25%) for portfolio management services. In addition, there is an extra fee of 0.05% for tax overlay services. These fees are charged in addition to the standard Apella Advisory fee. All fees are fully disclosed in the client agreement and may vary based on the services provided. TURNKEY ASSET MANAGEMENT PROGRAM (“TAMP”) FEE PAYMENT The total fee for Betterment and our Firm will be deducted quarterly in advance from the Client’s account by the custodian and paid to Betterment. Betterment will retain its portion of the fee and then send the remainder of the advisory fee to our Firm. HELD AWAY PORTFOLIO ADVICE FEE PAYMENT PONTERA Apella will bill on Held Away Accounts in a manner and frequency as described in the Client’s Investment Advisory Agreement. Typically, fees for advisory services on Held Away Accounts will be billed to one or APELLA CAPITAL, LLC MARCH 2026 | PAGE 16 OF 46  more of Clients managed accounts. In the alternative, Client may arrange for invoicing and payment via Adviser Pay. INDEPENDENT SUB-ADVISORY AND THIRD-PARTY MANAGER SERVICE FEE PAYMENT Fees for sub-advisory services are typically billed to Client’s managed account(s) and remitted to the respective sub-advisor. FINANCIAL PLANNING AND CONSULTING SERVICE FEE PAYMENT The Client may pay the fees owed for the financial planning services by submitting payment directly via Adviser Pay, Check, or by deducting the fee from an existing investment account. If the Client elects to pay by automatic deduction from an existing investment account, they will provide written authorization to our Firm for such a charge. BETTERMENT Clients engaging with the Firm through Betterment for Advisors will have their assets held at Betterment Securities and may be subject to additional terms and disclosures provided by Betterment. The Firm does not receive compensation from Betterment for recommending their services. Clients utilizing Betterment for Advisors will pay an advisory fee to the Firm, as disclosed in their client agreement. In addition, Betterment charges a platform fee for its services, which is separate from and in addition to the Firm’s advisory fee. These fees are typically deducted directly from client accounts. The Firm’s fee schedule and Betterment’s platform fees are fully disclosed in the client agreement and may vary depending on the level of assets under management. ADMINISTRATIVE SERVICES PROVIDED BY ORION ADVISER SERVICES, LLC Apella has contracted with Orion Adviser Services, LLC (referred to as “Orion”) to utilize its technology platforms to support data reconciliation, performance reporting, fee calculation and billing, research, client database maintenance, quarterly performance evaluations, payable reports, web site administration, models, trading platforms, and other functions related to the administrative tasks of managing client accounts. Due to this arrangement, Orion will have access to client accounts, but Orion will not serve as an investment adviser to our clients. Modern Wealth Management and ORION are non-affiliated companies. Orion charges our Firm an annual fee for each account administered by Orion. Please note that the advisory fee charged to the Client will not increase due to the annual fee our Firm pays to Orion. The annual fee is paid from the portion of the management fee retained by our Firm. C. CLIENT RESPONSIBILITY FOR THIRD PARTY FEES ADDITIONAL FEES & EXPENSES In addition to the advisory fees paid to Apella, clients also incur certain charges imposed by other third parties, such as broker-dealers, Custodians, trust companies, banks, and other financial institutions. These additional charges include securities, transaction fees, custodial fees, fees charged by the SMA, ITPM, and Manager charges imposed by a mutual fund or ETF (Exchange Traded Funds) in a Client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Our brokerage practices are described at length in Item 12 below. Neither Apella nor its supervised persons accept commission compensation for selling securities or other investment products. Further, we do not share any additional fees and expenses outlined above. Apella’s investment strategies may include mutual and exchange-traded funds (“ETFs”). Our policy is to purchase institutional share classes of those mutual funds selected for the Client’s portfolio. The institutional share class generally has the lowest expense ratio. The expense ratio is the annual fee that all mutual funds or ETFs charge their shareholders. It expresses the percentage of assets deducted each fiscal year for funds expenses, including 12b-1 fees, management fees, administrative fees, operating costs, and all other asset-based costs incurred by the fund. Some fund families offer different classes of the same fund, and one share class may have a lower APELLA CAPITAL, LLC MARCH 2026 | PAGE 17 OF 46  expense ratio than another. Mutual fund expense ratios are in addition to our fees; we do not receive any portion of these charges. If an institutional share class is not available for the mutual fund selected, the adviser will purchase the least expensive share class available for the mutual fund. As share classes with lower expense ratios become available, we may use them in the Client’s portfolio or convert the existing mutual fund position to the lower-cost share class. Clients who transfer mutual funds into their accounts with our Firm would bear the expense of any contingent or deferred sales loads incurred upon selling the product. If a mutual fund has a frequent trading policy, the policy can limit a Client’s transactions in fund shares (e.g., for rebalancing, liquidations, deposits, or tax harvesting). All mutual fund expenses and fees are disclosed in the respective mutual fund prospectus. When selecting investments for our clients’ portfolios, we might choose mutual funds from a Client’s account Custodian’s Non-Transaction Fee (NTF) list. This means that the Custodian will not charge a transaction fee or commission associated with the purchase or sale of the mutual fund. The mutual fund companies that choose to participate in the Client’s Custodial NTF fund program pay a fee to the Custodian to be included in the NTF program. The mutual fund owners bear the fee that a company pays to participate in the program, as captured in the fund’s expense ratio. When choosing a fund from the Client’s Custodial NTF list, we consider the expected holding period, position size, and expense ratio versus alternative funds. Depending on our analysis and future events, NTF funds might not always be in the Client’s best interest. POOLED INVESTMENT FEES/EXPENSES Fees paid to Apella for investment advisory services are separate and distinct from the fees and expenses charged by underlying pooled investments such as mutual funds and exchange traded funds. In the case of mutual funds, these fees and expenses are described in each fund’s prospectus. These fees will generally include a management fee, other fund expenses, and possible distribution fee. By policy, Apella does not use mutual funds that charge sales charges or distribution fees. Expenses of a fund, including management fees payable to the mutual fund manager and other expenses, will not appear as transaction fees on a client’s Apella statement, as they are deducted from the value of the fund shares by the mutual fund service provider. Shareholder fees are fees charged directly to mutual fund investors in connection with trans- actions such as buying, selling, or exchanging shares, or on a periodic basis with respect to account fees. An investor can find these fees and charges listed in the “Fee Table” section of a mutual fund’s prospectus or summary prospectus under the heading “Shareholder Fees.” ETFs do not charge these fees directly to investors, but they may have several types of trans- action fees and costs. Operating expenses are ongoing mutual fund and ETF costs such as investment advisory fees for managing the fund’s holdings, marketing, and distribution expenses, as well as custodial, transfer agency, legal and accountant’s fees. Operating expenses are regular and recurring fund-wide expenses that are typically paid out of fund assets, which means that investors indirectly pay these costs. These expenses are identified in the “Fee Table” section of a mutual funds or ETF’s prospectus or summary prospectus under the heading “Annual Fund Operating Expenses.” Certain mutual funds charge an early redemption fee if fund shares are sold prior to the particular fund’s required holding period. Clients should refer to each fund’s prospectus for specific information regarding early redemption fees. CUSTODIAL AND TRANSACTION FEES AND EXPENSES Clients will incur certain charges imposed by financial institutions and other third parties such as custodial fees, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on broker- age accounts and securities transactions. Additionally, clients may incur brokerage commissions and transaction fees. Such charges, fees and commissions are exclusive of and in addition to the Apella asset-based fee. Please refer to the charts below for custodian fee information. APELLA CAPITAL, LLC MARCH 2026 | PAGE 18 OF 46  *The custodian’s fee information presented is based on sources deemed to be reliable and accurate at the time of publication. Readers are advised to verify any information before making any financial decisions. Apella is not affiliated with any custodian. Charles Schwab Fees Fidelity Fees AXOS Fees Asset-Based Pricing Only: • 3 bps per account. Asset Based Pricing: • 3.5 bls quarterly, based on average daily balance, billed in arrear Custodian Fees per Account Asset-Based Pricing: $0 to $50,000 – 7 bps $50,001 to $100,000 – 6 bps $100,001 to $250,000 – 5 bps $250,001 to $500,000 - 4 bps Over $500,000- 3 bps $5 minimum monthly fee Transaction Based Pricing: • Mutual Funds: $30 per trade • Equities/ETFs: $0 (+$0.01/share if trade is over 10,000 shares) if household is $1M+ and signed up for eDelivery of statements and confirms. • $4.95 per trade (+$0.01/share if trade is Transaction-Based Pricing: • Mutual Fund Trade $9.99 for DFA funds; $20.00 or $30.00 for other mutual funds • Equity/ETF Trade $0 /trade over 10,000 shares) if under $1M household and no eDelivery Distribution Fees • ACH: No Fee • Wire: $15.00 • Overnight Delivery of Check: $8.00 • ACH: No fee • Wire: No fee • Overnight Delivery of • Check – No Fee • Overnight Check Delivery - $8.50 • Wire - $25.00 • MoneyLink (ACH) - No Fee Check: $20.00 • $75.00 per account Termination Fees • Proceeds Sent to Client – No Fee* • Full Transfer Out - $50.00 • Partial Transfer Out – No Fee • IRA and Fidelity Retirement Plans: $125.00 • Nonretirement accounts: $75.00 • HSA: $25.00 Delivery charge may apply (i.e., wire or overnight fee) Depending on the custodian, employees of Apella may benefit from lower transaction and custodial fees relative to those fees paid by clients. D. PREPAYMENT OF FEES Accounts initiated or terminated during a calendar quarter will be charged a prorated fee based on the days the Client account was open during that quarter. Any prepaid, unearned fees will be refunded upon termination of any account. Effective April 1, 2023, Apella and its IARs will no longer participate in insurance referrals. While certain Apella IARs are licensed insurance agents, Apella does not sell any transaction-based securities or insurance products. Nor does Apella receive any asset-based sales charges or service fees from the sales of mutual funds that are in addition to the investment management asset-based fee described above. E. OUTSIDE COMPENSATION FOR THE SALES OF SECURITIES TO CLIENTS There is nothing to disclose related to this item. ITEM 6 - PERFORMANCE- BASED FEES & SIDE-BY-SIDE MANAGEMENT Performance-based fees are based on a share of capital gains on or appreciation of the assets in a Client’s account. Our Firm does not charge performance-based or other fees based on a share of capital gains or appreciation of a Client's assets. ITEM 7 - TYPES OF CLIENTS APELLA CAPITAL, LLC MARCH 2026 | PAGE 19 OF 46  Apella manages portfolios for individuals, high-net-worth individuals and families, estates, trusts, foundations, endowments and charitable foundations, retirement plans, corporations, and other business entities, pension plans, 401k, 403b and similar account structures, among other types of clients. We provide investment management and advisory services to multi-generational families using separately managed accounts under a custodial relationship with an independent brokerage firm. The model strategies utilized by Apella IARs cover a range of investment strategies that include equity and fixed income allocations in varying percentages. The various model strategies are generally composed of pooled investments including mutual funds, exchange traded funds, and other similar registered products. Apella requires a minimum initial account value of $500,000 to engage us for services discussed in this brochure. However, sometimes, at our sole discretion, we may accept smaller accounts based on various criteria, such as anticipated future assets, related accounts, and other individual Client circumstances. GENERAL INFORMATION ON PORTFOLIOS There is typically a cash position in each portfolio. The cash positions will be invested in a money market fund, which will vary depending on the custodian. Changes to portfolio holdings which comprise the portfolios may have tax consequences. If a client sells assets in a taxable account, they may have to pay tax on any gain. While Apella seeks to mitigate tax exposure, when possible, clients may incur a taxable event in connection with Apella’s management of their portfolios. MUTUAL FUND PORTFOLIOS Clients’ investments may not match exactly the target allocations for the applicable model portfolio due to a variety of implementation factors, including but not limited to: the custodian or trading platform’s own trading algorithm; • • any changes in price from the time the positions are calculated to the time they are actually traded; • certain custodians may eliminate positions with small allocations; and, Apella may determine not to implement, for a given client, changes made to the applicable model portfolio due to client-specific factors, such as the desire to avoid realizing capital gains or otherwise. The holdings comprising the model portfolios and the allocations to those holdings have changed over time and may change in the future. Please be advised that a Mutual Fund Portfolio which utilizes Vanguard mutual funds would subject investors to the funds’ frequent trading limitations. ETF PORTFOLIOS Clients’ investments may not match exactly the target allocations for the applicable model portfolio due to a variety of implementation factors, including but not limited to: the custodian or trading platform’s own trading algorithm; • • any changes in price from the time the positions are calculated to the time they are actually traded; the fact that ETFs can only be purchased in whole shares: • • certain custodians may eliminate positions with small allocations entirely and Apella may also determine not to implement, for a given client, changes made to the applicable model portfolio due to client-specific factors, such as the desire to avoid realizing capital gains or otherwise. The holdings comprising the model portfolios and the allocations to those holdings have changed over time and may change in the future. APELLA CAPITAL, LLC MARCH 2026 | PAGE 20 OF 46  OPERATIONAL REQUESTS Apella has adopted the following operational protocols which may affect the processing of a client’s account and requests. Some requests, including, but not limited to, distributions and liquidations, will ordinarily be processed on the same day if received by Apella, in good order, by 12 noon EST. All requests received after 12 noon EST will be handled on a best-efforts basis. Please note that Apella will use its best efforts to invest deposits and process model change requests within 5 business days of receipt. Distributions from accounts may take up to 10 business days from receipt of request due to settlement dates, administrative duties, and other involved institutions’ various timelines. Please note that distributions or transfers related to the closing of an account may take up to 30 business days. Upon termination of an account, the custodian and/or Firm to which the client is transferring their account to may not be able to hold the funds in which the client is currently invested. ITEM 8 - METHODS OF ANALYSIS, STRATEGIES, & RISK OF LOSS A. METHODS OF ANALYSIS & INVESTMENT STRATEGIES Apella uses a variety of investment approaches and techniques in managing client portfolios, with an emphasis on the use of quantitative research and proprietary models to manage accounts, and to monitor selected investments and performance against internal parameters. Apella primarily utilizes model strategies designed internally and in collaboration with external partners to cover a wide range of investment objectives, risk tolerances, and time horizons, while individually providing managed investment allocations more closely tailored to a particular investor profile. The strategies vary in their equity and fixed income exposures – and, within the equity allocations, further variance with respect to market capitalization and style – and, within the fixed income allocations, further variance in credit quality and duration. Apella employs proprietary and third-party technology platforms, including quantitative modeling and optimization software, to assist in portfolio construction, risk analysis, tax management, and performance reporting. These tools generate recommendations based on client objectives, market data, and algorithmic processes. All investment decisions remain the sole responsibility of Apella, which reviews and approves outputs prior to implementation. Reliance on such technology introduces model risk, data quality risk, and potential operational disruptions, which may affect portfolio outcomes. Apella IARs manage the assets in client accounts and may invest a portion or all of a client’s assets in accordance with model strategies. IARs may also customize portfolios to better address the client’s stated investment objective, including but not limited to, tax sensitivity, allocation criteria, and liquidity requirements. In some cases, when a client account is transitioned to Apella through one of Apella’s office location locations, the client may remain in their legacy portfolio and continue to have that portfolio managed by Apella. The Firm may use other funds and/or other investment vehicles apart from those mentioned in this section based on the client’s unique circumstances. However, the primary investment vehicles utilized by Apella are mutual funds or exchange traded funds and the primary methodology is model based. Risks associated with these various vehicles are identified in Item 8.B, below. Our Investment Advisory Representatives will generally use the following analysis methods to formulate investment advice and manage Client assets. However, each IAR can manage its Client’s account as necessary, and their specific analysis method may vary from below. Clients should acknowledge that investing in securities involves the risk of loss, regardless of the strategies, that Clients should be prepared to bear. METHODS OF ANALYSIS TECHNICAL ANALYSIS Technical analysis is a form of security analysis that uses price and volume data, typically displayed graphically in charts. The charts are analyzed using various indicators to make investment APELLA CAPITAL, LLC MARCH 2026 | PAGE 21 OF 46  recommendations. Technical analysis has three main principles and assumptions: (1) The market discounts everything, (2) prices move in trends and countertrends, and (3) price action is repetitive, with specific patterns recurring. CYCLICAL ANALYSIS In this type of technical analysis, we measure the movements of a particular stock against the overall market to predict the security price movement. CHARTING ANALYSIS In this type of technical analysis, we review market and security activity charts to identify when the market is moving up or down and to predict how long the trend may last and when that trend might reverse. FUNDAMENTAL ANALYSIS Fundamental analysis attempts to identify stocks offering sturdy growth potential at a competitive price by examining the underlying company's business and conditions within its industry or the broader economy. Investors have traditionally used fundamental analysis for longer-term trades, relying on metrics such as earnings per share, price-to-earnings ratio, price-to-earnings growth, and dividend yield. QUANTITATIVE ANALYSIS Apella uses a proprietary optimization model that takes historical price performance, quantitative risk metrics, and several other data points such as inputs and attempts to recommend securities that will enhance the overall risk-reward characteristic of the whole portfolio. MUTUAL FUND OR ETF ANALYSIS Apella examines the experience and track record of the Manager of the mutual fund or ETF to determine if that Manager has demonstrated an ability to invest over a period of time and in different economic conditions. Apella also looks at the underlying assets in a mutual fund or ETF to determine if there is a significant overlap in the underlying investments held in other funds in the Client’s portfolio. Our Firm also monitors the funds or ETFs to determine if they continue to follow their stated investment strategy. INVESTMENT STRATEGIES Model portfolios incorporate multiple factors, or sources of an expected return premium, which are relevant to multiple asset classes and all geographic regions. These model portfolios are comprised of open-end mutual funds and/or ETFs offered by unaffiliated investment companies. Apella’s equity strategies are primarily factor-based, broadly diversified across global markets, and do not engage in market timing, or stock picking outside of what is entailed in the factor orientation of the portfolios. Apella’s fixed income strategies are primarily focused on investment grade securities, but could include below investment grade, or High Yield, allocations up to approximately its share of the overall market in higher equity allocation portfolios. The degree of interest rate risk, diversification among credit qualities, and inclusion of foreign bond issues (whose foreign currency risk is largely hedged back to the U.S. dollar) increases across the asset allocation spectrum as investor’s risk tolerance increases. Apella’s fixed income allocations for tax-sensitive investors typically include a large proportion of municipal bonds due to the largely tax-exempt nature income from these securities. Apella does overweight or underweight at the asset class level in an effort to capture factor premiums that academic research has shown have historically been available. The methods of analysis and investment strategies are based on academic research into optimal investing, with an emphasis on Modern Portfolio Theory (MPT) and Quantitative Methods of Analysis that extend from MPT. The analysis methods may include the use of MPT metrics such as return, standard deviation, and Sharpe Ratio, etc. Please see definitions of these terms below. Apella’s investment strategies consist of equity, fixed income components (or one or the other), APELLA CAPITAL, LLC MARCH 2026 | PAGE 22 OF 46  and possibly also alternatives, and are comprised of open-end mutual funds, exchange traded funds, and sub-advised accounts. Apella may use any of the following investment strategies when managing Client assets and providing investment advice: MODERN PORTFOLIO THEORY Modern Portfolio Theory is a method for investing assets in such a way as to maximize the amount of return offered by the investment per unit of risk taken. MPT Metrics: Modern Portfolio Theory metrics include return, standard deviation, and Sharpe Ratio. Return: A measure of the amount the investment has earned as a percentage of the amount that was invested. Standard Deviation: A measure of volatility or the dispersion of returns that the investment has experienced. A high standard deviation indicates a wide dispersion, which is considered to indicate a higher risk than an investment with a low standard deviation. Sharpe Ratio: A measure that combines return and standard deviation in an attempt to show the client the amount of return the investment offered for the level of risk that was taken. Specifically, Sharpe ratio measures the return of the investment over and above the return that could have been obtained in a relatively risk-free investment instrument (such as Treasury Bills), divided by the standard deviation of that additional return. QUANTITATIVE METHODS OF ANALYSIS Apella employs quantitative investment analysis techniques to both make its asset allocation decisions and to assess ex post-performance of these asset allocation models. Regression analysis and holdings-based analysis are the quantitative analysis methods used by Apella that are significant. Regression Analysis: A statistical measure that attempts to determine whether there is a relationship between two or more variables. Regression analysis is often used to determine whether the behavior of one investment asset is dependent upon the behavior of one or more other assets, by quantitatively analyzing their returns. For example, whether the performance of a certain mutual fund is dependent upon the performance of the stock market in general. Holdings-Based Analysis: An analysis of fund holdings that allocates underlying securities to various segments based on chosen characteristics and measures how different the weight of the fund’s allocation to that segment is from the benchmark’s weight to that segment. APELLA SELECT Apella Select services includes two distinct separately managed account (SMA) options. The Investable Index Series targets popular equity indexes, while the Multi-Factor Strategies are designed to capture multi-factor strategies comprised of individual stocks and ADRs. INVESTABLE INDEX SERIES Our Investable Index Series was designed to provide Apella clients with Model options that behave in a manner similar to a broad-market index while, at the same time, allowing for customization and active overlay management techniques through individual security ownership. MULTI-FACTOR STRATEGIES Our Multi-Factor Strategies are comprised of broadly diversified investment solutions that include individual stocks and ADRs. These portfolios are constructed based on quantitative rules-based methods that seek to capture specific factor premiums, such as Value, Momentum and Profitability, and will rebalance on a regular basis to maintain intended diversification and factor exposures. Portfolios of individual securities may be the appropriate solution for clients with tastes and preferences or needs that are better met by these portfolios. The current offering includes strategies that cover the United States, International, and Global geographies and can include factors such as Value, Momentum, and Profitability (or Quality). APELLA CAPITAL, LLC MARCH 2026 | PAGE 23 OF 46  The Apella Investment Advisor Representative may utilize either of these Models to serve several construction objectives inside client portfolios. The IAR may wish to use these Models as a core module inside of a larger core/satellite portfolio. These Models may also be suitable as a starting point to express a Client's preferences for lifestyle- or religious- specific customizations that could otherwise not be expressed through a pooled vehicle such as an ETF or Mutual Fund. Finally, these Models may be utilized as a tax-aware module within a Client’s portfolio where specific tax lots of individual securities may be loss- harvested (see Tax Overlay Management Services) while at the same time demonstrating index-like tracking characteristics. While the Models themselves are not managed in a tax sensitive fashion, the structure does help facilitate more effective tax management from the dispersion among a sample of the constituents securities of an index as well as the potential for various tax lots for these securities. COMPLETION PORTFOLIOS As noted above, the Investable Index Series offers investment solutions that closely track the performance of indices. In some cases, those solutions may not represent the entirety of a client’s appropriate investment solution. As such, Apella may offer model portfolios of mutual funds or ETFs that are intended to be paired with various solutions offered in the Investable Index Series in order to achieve a total portfolio solution consistent with a Client’s needs. Examples of what may be included in Completion Portfolios include Emerging Market equity, small and micro-cap equity, high-turnover factor strategies like momentum, and other sub-strategies of a portfolio that may not be offered in the Investable Index Series. TAX OVERLAY MANAGEMENT SERVICES Apella can provide Tax Overlay Management services to Apella Select accounts. In providing Tax Overlay Management services, we consider the tax consequences of transactions in a Client's account and will adjust our services accordingly. We attempt to accomplish tax-aware investment management through gain-loss matching, harvesting losses and/ or gains, deferring gains until securities reach preferential tax status, and avoiding imprudent wash sale transactions to improve the after- tax return while staying as consistent as possible with the risk/return characteristics of your account’s Strategy. Our ability to improve your after-tax return depends on various factors beyond our control including economic and market conditions, regulatory changes, actions taken by the Client's custodian broker-dealer, the specifics of your account’s strategy, the Client’s starting portfolio, tax circumstances, and mandates as communicated by IAR. Tax Overlay Management may cause the actual performance in a Client’s account to vary from the "stated" performance of the Strategy’s Manager. Tax Overlay Management services are provided in connection with the Apella Select Program and to financial planning clients who receive services from one of Apella’s appropriately credentialed IARs. We do not provide general tax planning advice or services outside of these types of client engagements unless the client has hired the Firm for comprehensive financial planning. To provide Tax Overlay Management services, we rely solely on the information provided by the Client and their custodian broker-dealer. If that information is inaccurate, incomplete, or not timely, our ability to provide Tax Overlay Management may be adversely affected. We make no guaranty that taxes in in a particular account will be reduced. If an account contains mutual funds and/or exchange traded funds (“ETFs”), our Tax Overlay Management services are generally applied on the portion of the account containing equity securities and not to the portion that consists predominantly of mutual funds and/or ETFs. By default, accounts are managed without Tax Overlay Management Services unless specifically selected by your Financial Advisor. Please note that with Apella Select there are minimum investment levels. APELLA CAPITAL, LLC MARCH 2026 | PAGE 24 OF 46  WASMER SCHRODER Wasmer Schroeder Strategies, offered by Schwab Asset Management, provide a range of fixed-income investment options for investors seeking diversification and income generation. These strategies are actively managed through separately managed accounts (SMAs) and include both taxable and tax- exempt options. Key Features: • Actively Managed: Experienced portfolio managers make investment decisions based on market analysis and research. • Separately Managed Accounts (SMAs): Portfolios are tailored to individual investor needs and goals. • Taxable and Tax-Exempt Options: Choose strategies based on your tax situation. • Diverse Investment Styles: Options span the duration, credit, and liquidity spectrums. Taxable Strategies: • Short Duration Bond: Invests in short-term bonds for stability and liquidity. • Intermediate Bond: Focuses on intermediate-term bonds for a balance of income and risk. • Core Investment Grade Credit: Targets high-quality corporate bonds for a stable income stream. • Positive Impact Intermediate Bond: Invests in bonds that align with environmental, social, and governance (ESG) factors. QUANTINNO: Quantinno is a registered investment adviser and financial technology company that specializes in tax- loss harvesting and portfolio management strategies. One of their key offerings is a long/short extension strategy designed to enhance traditional tax-loss harvesting approaches. Tax-Loss Harvesting: • This is a strategy where investors sell assets that have lost value to offset capital gains taxes on assets that have gained value. It helps reduce your overall tax burden and potentially improve after-tax returns. • Long/Short Extension: • Quantinno’ s approach involves adding a long/short component to a traditional long-only portfolio. • Long positions: These are stocks that Quantinno believes will increase in value. • Short positions: These are stocks that Quantinno believes will decrease in value. By selling these stocks short, they profit if the price goes down. MODEL MANAGER Apella examines the Manager's experience, expertise, investment philosophies, and past performance to determine if that Manager has demonstrated an ability to invest overtime and in different economic conditions. Apella monitors the Manager’s underlying holdings, strategies, concentrations, and leverage as part of our Firm’s periodic risk assessment. Additionally, as part of our due diligence process, Apella surveys the Manager’s compliance and business enterprise risks. LONG-TERM HOLDING Apella purchases securities with the intent to hold them in the Client's account long-term (longer than one year). In extreme circumstances, we may be forced to sell a fund completely within a year of buying it. An example would be a fund Manager resigning, and we do not have confidence in the new management. Also, fund positions may be trimmed occasionally to rebalance the portfolio. STRATEGIC ASSET ALLOCATION The primary investment strategy used by Apella is based on the diversification of the Client's assets among various investment vehicles and asset classes, popularly termed "Asset Allocation." Apella's APELLA CAPITAL, LLC MARCH 2026 | PAGE 25 OF 46  recommendations focus primarily on achieving a diversified portfolio of investment assets with desirable risk and return characteristics. We meet regularly to evaluate new and reevaluate existing investment opportunities. During these meetings, we deliberate on issues regarding the proper allocation of Client assets based on current conditions. TACTICAL ASSET ALLOCATION Tactical asset allocation is an active management portfolio strategy that shifts the percentage of assets held in various categories to take advantage of market pricing anomalies or strong market sectors. This strategy allows portfolio Managers to create extra value by taking advantage of certain situations in the marketplace. It is a moderately active strategy since Managers return to the portfolio's original asset mix once reaching the desired short-term profits. VALUE INVESTING Value investing is buying stocks that trade at a significant discount to their intrinsic value. Value investors achieve this by looking for companies on cheap valuation metrics, typically low multiples of their profits or assets, for reasons not justified over the longer term. This approach requires a contrarian mindset and a long-term investment horizon. Value investing seeks to exploit the irrational behavior of emotional investors. Emotion is a constant feature of investment markets through time. While the companies available to stock market investors change from decade to decade, the human nature of the investors does not. Fear and greed remain ever- present and frequently lead to poor investment decisions based on perception and emotion rather than reality. Periodically these mispricings can become extreme (e.g., the tech bubble of the 1990s or, conversely, the great depression of the 1930s); however, they exist to a greater or lesser extent in most markets. This creates an opportunity for long-term value investors. B. MATERIAL RISKS INVOLVED RISKS FOR ALL FORMS OF ANALYSIS Apella’s securities analysis method relies on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that the analysis may be compromised by inaccurate or misleading information. METHODS OF ANALYSIS TECHNICAL ANALYSIS RISKS Technical analysis does not consider the underlying financial condition of a company. This presents a risk because a poorly managed or financially unsound company may underperform regardless of market movement. FUNDAMENTAL ANALYSIS RISKS Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. QUANTITATIVE ANALYSIS RISKS Investment strategies using quantitative models risk that the investments may perform differently than expected as a result of, among other things, the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction and implementation of the models. INVESTMENT STRATEGIES MODEL MANAGER RISKS APELLA CAPITAL, LLC MARCH 2026 | PAGE 26 OF 46  Apella examines the Manager's experience, expertise, investment philosophies, and past performance to determine if that Manager has demonstrated an ability to invest overtime and in different economic conditions. Apella monitors the Manager’s underlying holdings, strategies, concentrations, and leverage as part of our periodic risk assessment. Additionally, as part of our due diligence process, we survey the Manager’s compliance and business enterprise risks. LONG-TERM HOLDING RISKS A risk in a long-term purchase strategy is that holding the security for this length of time may decline in value before we decide to sell. We do not guarantee the future performance of the account or any specific level of performance, the success of any investment decision or strategy we may use, or the success of the overall management of the account. The Client understands that the investment decisions we make for the Client’s account are subject to various market, currency, economic, political, and business risks and that those investment decisions will not always be profitable. Clients are reminded that investing in any security entails the risk of loss, which they should be willing to bear. STRATEGIC ASSET ALLOCATION RISK The primary investment strategy used by Apella is based on the diversification of the Client's assets among various investment vehicles and asset classes, popularly termed "Asset Allocation." Our recommendations focus primarily on achieving a diversified portfolio of investment assets with desirable risk and return characteristics. We meet regularly to evaluate new and reevaluate existing investment opportunities. During these meetings, we deliberate on issues regarding the proper allocation of Client assets based on current conditions. TACTICAL ASSET ALLOCATION RISK Tactical asset allocation is an active management portfolio strategy that shifts the percentage of assets held in various categories to take advantage of market pricing anomalies or strong market sectors. This strategy allows portfolio Managers to create extra value by taking advantage of certain situations in the marketplace. It is a moderately active strategy since Managers return to the portfolio's original asset mix once reaching the desired short-term profits. VALUE INVESTING RISK Value investing is buying stocks that trade at a significant discount to their intrinsic value. Value investors achieve this by looking for companies on cheap valuation metrics, typically low multiples of their profits or assets, for reasons not justified over the longer term. This approach requires a contrarian mindset and a long-term investment horizon. Value investing seeks to exploit the irrational behavior of emotional investors. Emotion is a constant feature of investment markets through time. While the companies available to stock market investors change from decade to decade, the human nature of the investors does not. Fear and greed remain ever- present and frequently lead to poor investment decisions based on perception and emotion rather than reality. Periodically these mispricings can become extreme (e.g., the tech bubble of the 1990s or, conversely, the great depression of the 1930s); however, they exist to a greater or lesser extent in most markets. This creates an opportunity for long-term value investors. RISK OF LOSS A Client’s investment portfolio is affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic conditions, changes in laws, and national and international political circumstances. Investing in securities involves certain investment risks. Securities may fluctuate in value or lose value. Clients should be prepared to bear the potential risk of loss. Our Firm will assist Clients in determining an appropriate strategy based on their tolerance for risk. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. APELLA CAPITAL, LLC MARCH 2026 | PAGE 27 OF 46  ACTIVE MANAGEMENT RISK Due to its active management, a portfolio could underperform other portfolios with similar investment objectives or strategies. ALLOCATION RISK A portfolio may use an asset allocation strategy to pursue its investment objective. There is a risk that a portfolio’s allocation among asset classes or investments will cause a portfolio to lose value or cause it to underperform other portfolios with a similar investment objective or strategy or that the investments themselves will not produce the returns expected. CONCENTRATION RISK Strategies concentrated in only a few securities, sectors or industries, regions or countries, or asset classes could expose a portfolio to greater risk. They may cause the portfolio value to fluctuate more widely than a diversified portfolio. Overexposure to certain sectors or asset classes (e.g., MLPs, REITs, etc.) may be detrimental to an investor if there is a negative sector move. MANAGEMENT RISK An account is subject to the risk that judgments about the attractiveness, value, or potential appreciation of the account’s investments may prove to be incorrect. If the selection of securities or strategies fails to produce the intended results, the account could underperform other accounts with similar objectives and investment strategies. PERFORMANCE OF UNDERLYING MANAGER RISK We select the mutual funds and ETFs in the asset allocation portfolios. However, we depend on the Manager of such funds to select individual investments in accordance with their stated investment strategy. SOCIALLY RESPONSIBLE INVESTING & ESG RISK Clients utilizing responsible investing strategies and environmental, social responsibility, and corporate governance (ESG) factors may underperform strategies that do not utilize responsible investing and ESG considerations. Responsible investing and ESG strategies may operate by excluding certain issuers' investments or by selecting investments based on compliance with factors such as ESG. This strategy may exclude certain sectors or industries from a Client’s portfolio, potentially negatively affecting the Client’s investment performance if the excluded sector or industry outperforms. Responsible investing and ESG are subjective by nature. We may rely on analysis and ‘scores’ provided by third parties in determining whether an issuer meets our standards for inclusion or exclusion. A Client’s perception may differ from Apella's or a third party on how to judge an issuer's adherence to responsible investing principles. VALUE INVESTING RISK Value investing risk is the risk that value stocks do not increase in price, not issue the anticipated stock dividends, or decline in price, either because the market fails to recognize the stock’s intrinsic value or because the expected value was misgauged. If the market does not recognize that the securities are undervalued, the prices of those securities might not appreciate as anticipated. They also may decline in price even though they are already undervalued in theory. Value stocks are typically less volatile than growth stocks but may lag behind growth stocks in an up market. C. RISKS OF SPECIFIC SECURITIES UTILIZED Apella primarily recommends open-ended mutual funds and exchange traded funds. In addition, within the Apella Select Program, Apella builds individual security portfolios using index-based screening. The following are risks involved with these investments. As stated in Item 4, when a client is transitioned to Apella, through one of its office locations, the client may remain in their legacy portfolio and is managed accordingly. As such, Apella may use other investment vehicles. The risks associated with these vehicles are also listed below. USE OF ALTERNATIVE INVESTMENTS APELLA CAPITAL, LLC MARCH 2026 | PAGE 28 OF 46  If deemed appropriate for your portfolio, we may recommend "alternative investments.” Alternative investments may include a broad range of underlying assets including hedge funds, private equity, venture capital, registered, publicly traded securities, structured notes, and private real estate investment trusts. Alternative investments are speculative, not suitable for all Clients, and intended for only experienced and sophisticated investors who are willing to bear the high risk of the investment, which can include: loss of all or a substantial portion of the investment due to leveraging, short-selling, or other speculative investment practices; lack of liquidity in that there may be no secondary market for the fund and none expected to develop; volatility of returns; potential for restrictions on transferring an interest in the fund; potential lack of diversification and resulting higher risk due to concentration of trading authority with a single adviser; absence of information regarding valuations and pricing; potential for delays in tax reporting; less regulation and often higher fees than other investment options such as mutual funds. The SEC requires investors to be accredited to invest in these more speculative alternative investments. Investing in a fund concentrating on a few holdings may involve heightened risk and greater price volatility. ALTERNATIVE INVESTMENT RISK Alternative investments include other additional risks. Lock-up periods and other terms obligate clients to commit their capital investment for a minimum period, typically no less than one or two years and sometimes up to 10 or more years. Illiquidity is considered a substantial risk and will restrict the ability of a Client to liquidate an investment early, regardless of the success of the investment. Alternative investments are difficult to value within a Client’s total portfolio. There may be limited availability of suitable benchmarks for performance comparison; historical performance data may also be limited. In some cases, there may be a lack of transparency and regulation, providing an additional layer of risk. Some alternative investments may involve the use of leverage and other speculative techniques. As a result, some alternative investments may carry substantial additional risks, resulting in the loss of some or all the investment. Using leverage and certain other strategies will result in adverse tax consequences for tax-exempt investors, such as the possibility of unrelated business taxable income, as defined under the U.S. Internal Revenue Code. LIQUIDITY RISK Low trading volume, large positions, or legal restrictions are some conditions that could limit or prevent a portfolio from selling securities or closing positions at desirable prices. Securities that are relatively liquid when acquired could become illiquid over time. The sale of any such illiquid investment might be possible only at substantial discounts or might not be possible at all. Further, such investments may take more work to value. ISSUER RISK The risk is that an issuer of a security may perform poorly, and therefore, the value of its securities may decline. Poor management decisions, competitive pressures, technological breakthroughs, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, natural disasters, or other events, conditions, or factors may cause inferior performance. NON-LIQUID ALTERNATIVE INVESTMENT RISK From time to time, Apella will recommend to certain qualifying Clients that a portion of such Clients’ assets be invested in private funds, private fund-of-funds, or other alternative investments (collectively, “Non-liquid Alternative Investments”). Non-liquid Alternative Investments are not suitable for all our clients. They are offered only to those qualifying clients for whom we believe such an investment is suitable and in line with their overall investment strategy. Non-liquid Alternative Investments typically are available to only a limited number of sophisticated investors who meet the definition of “accredited investor” under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), or “qualified Client” under the Investment Advisers Act of 1940 or “qualified purchaser” under the Investment Company Act of 1940. Non-liquid Alternative Investments present special risks for our clients, including, without limitation, limited liquidity, higher fees and expenses, volatile performance, no assurance of investment returns, heightened risk of loss, limited transparency, additional reliance on underlying management of the investment, special tax considerations, subjective valuations, use of leverage and limited regulatory oversight. When a Non-liquid Alternative Investment invests part or all of its assets in real estate properties, there are additional risks that are unique to real estate investing, including but not limited to: APELLA CAPITAL, LLC MARCH 2026 | PAGE 29 OF 46  limitations of the appraisal value, the borrower’s financial conditions (if a loan has obtained the underlying property), including the risk of foreclosures on the property; neighborhood values; the supply of and demand for properties of like kind; and certain city, state or federal regulations. Additionally, real estate investing is also subject to possible loss due to uninsured losses from natural and artificial disasters. The above list is not exhaustive of all risks related to an investment in Non-liquid Alternative Investments. A more comprehensive discussion of the risks associated with a particular Non- liquid Investment is set forth in that fund’s offering documents, which will be provided to each client subscribing to a Non-liquid Alternative Investment for review and consideration. It is important that each potential, qualified investor carefully read each offering or private placement memorandum before investing. COMMODITY RISK The fluctuation in the prices of commodities causes uncertainties about future market values and the size of future income. These commodities may be grains, metals, gas, electricity, etc. Investing in commodities is often through futures trading, where the risk of loss in these contracts can be substantial. A Client and a Client’s advisor should carefully consider whether such trading is suitable depending on a Client’s financial situation. Apella does not invest directly in commodities in client accounts or in any of its Model Strategies, though commodities may be held in various mutual funds and ETFs. Investments in commodities may have greater volatility than investments in traditional securities, particularly if the instruments involve leverage. The value of commodity- linked derivative instruments may be affected by charges in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, international economic, political, and regulatory developments. Use of leveraged commodity-linked derivatives creates the possibility for greater loss. DERIVATIVES Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investments and could result in losses that significantly exceed the original investment. The use of derivatives may not be successful, resulting in investment losses, and the cost of such strategies may reduce investment returns. Apella does not invest directly in derivatives in client accounts or Model Strategies. Certain model funds and ETFs do invest in derivatives. EQUITY RISK Equity instruments are subject to equity market risk, the risk that common stock prices fluctuate over short or extended periods. Equity securities have greater price volatility than fixed-income securities. The market price of equity securities may increase or decrease, sometimes rapidly or unpredictably. Equity securities may decline in value due to factors affecting markets, industries, sectors, or geographic regions represented in those markets, or individual security concerns. CAPITALIZATION RISK Small-cap and mid-cap companies may be hindered due to limited resources or less diverse products or services. Their stocks have historically been more volatile than the stocks of larger, more established companies. INITIAL PUBLIC OFFERINGS When offered through the account Custodian, we may have the ability to request shares of initial public offerings (“IPOs”) and secondary offerings for our clients. These are short-term, speculative investments which are generally high risk in nature. At this time, we will only request shares of an IPO (Initial Public Offerings) for a Client that has specifically requested those shares. If several Clients request the shares of an IPO, and we receive fewer shares than were requested, we must allocate those shares among the participating Clients. The allocations are typically equal or APELLA CAPITAL, LLC MARCH 2026 | PAGE 30 OF 46  proportionate to the number of shares requested. Investing in securities involves the risk of loss that Clients should be prepared to bear. See Item 8 for more detail on the risk associated with investing. ETF & ETN RISK ETFs and ETNs are, by definition, portfolios of securities. Although the unsystematic risk associated with investments in ETFs and ETNs may be low relative to investments in securities of individual issuers, some events can trigger sharp, and sometimes adverse, price movements in ETFs and ETNs unrelated to the markets' general activities. These events include unexpected dividends, changes to regular dividend amounts, announcements of rights offerings, and possible unexpected revisions to the net asset values of the ETF and ETN. ETFs are subject to market risk, whereas ETNs are subject to both market risk and the credit risk of the issuer of the ETN. Further, certain client accounts may hold (or short-sell) positions in volatility-related ETFs and ETNs. Leveraged ETFs and mutual funds, sometimes labeled “ultra” or “2x,” for example, are designed to provide a multiple of the underlying index’s return, typically daily. Inverse products are designed to provide the opposite of the underlying index return, typically daily. These products differ and can be riskier than traditional ETFs and mutual funds. Although these products are designed to provide returns that correspond to the underlying index, they may not be able to exactly replicate the performance of the index because of fund expenses and other factors. This is referred to as a tracking error. Continual re-setting of returns within the product may add to the underlying costs and increase the tracking error. As a result, this may prevent these products from achieving their investment objective. In addition, compounding of the returns can produce a divergence from the underlying index over time, particularly for leveraged products. Return distortions may be magnified in highly volatile markets with significant positive and negative swings. Some deviations from the stated objectives to the positive or negative are possible and may or may not correct themselves over time. These products use various strategies to accomplish their objectives, including swaps, futures contracts, and other derivatives. These products may not be diversified and can be based on commodities or currencies. These products may have higher expense ratios and be less tax-efficient than more traditional ETFs and mutual funds. ETFs do not sell individual shares directly to investors and only issue their shares in large blocks. Exchange traded funds are subject to risks similar to those of stocks. Investment returns will fluctuate and are subject to market volatility, so that an investor’s shares, when redeemed or sold, may be worth more or less than their original cost. ETF shares are bought and sold at market price (which may be higher or lower than NAV) and are not individually redeemable from the fund. Brokerage commissions will reduce returns. An investor should consider investment objectives, risks, charges, and expenses before investing. A description of these risks can be found in each ETF’s prospectus. FIXED INCOME & DEBT RISK (BONDS) Debt securities are affected by changes in interest rates. When interest rates rise, the value of debt securities is likely to decrease. Conversely, when interest rates fall, the values of debt securities are likely to increase. The values of debt securities may also be affected by changes in the issuing entities' credit rating or financial condition. CALL RISK Some bonds allow the issuer to redeem the bond before its maturity date. If an issuer exercises this option during declining interest rates, the proceeds from the bond may have to be reinvested in an investment offering a lower yield and may not benefit from an increase in value due to declining rates. Callable bonds are also subject to increased price fluctuations during market illiquidity or rising interest rates. Finally, the capital appreciation potential of a bond will be reduced because the price of a callable bond may not rise much above the price at which the issuer may call the bond. CREDIT RISK The credit rating of an issuer of a security is based on, among other things, the issuer’s historical financial condition, and the rating agencies’ investment analyses at the time of rating. An actual or perceived APELLA CAPITAL, LLC MARCH 2026 | PAGE 31 OF 46  deterioration of the ability of an issuer to meet its obligations would harm the value of the issuer’s securities. INTEREST RATE RISK When interest rates increase, the value of the account investments may decline, and the account’s share value may decrease. This effect is typically more pronounced for intermediate and longer-term obligations. This effect is also typically more pronounced for mortgages and other asset-backed securities since the value may fluctuate more significantly in response to interest rate changes. When interest rates decrease, the account’s current income may decline. MUNICIPAL BOND RISK Investments in municipal bonds are affected by the municipal market and the factors in the cities, states, or regions where the strategy invests. Issues such as legislative changes, litigation, business and political conditions relating to a particular municipal project, municipality, state, or territory, and fiscal challenges can impact the value of municipal bonds. These matters can also impact the ability of the issuer to make payments. Also, the public information about municipal bonds is less than that for corporate equities or bonds. Additionally, supply and demand imbalances in the municipal bond market can cause deterioration in liquidity and a lack of price transparency. FOREIGN INVESTING RISK Investments in securities of foreign issuers may involve risks, including adverse fluctuations in currency exchange rates, political instability, confiscations, taxes, restrictions on currency exchange, difficulty in selling foreign investments, and reduced legal protection. These risks may be more pronounced for investments in developing countries. EMERGING MARKETS RISK The risks of foreign investing are heightened for securities of companies in emerging market countries. In most cases, emerging market countries' economic and political structures do not compare favorably with the U.S. or other developed countries regarding wealth and stability. Their financial markets often lack liquidity. In addition to all the risks of investing in foreign developed markets, emerging market securities are susceptible to governmental interference, local taxes on investments, restrictions on gaining access to sales proceeds, and less efficient trading markets. These factors can make emerging market investments more volatile and less liquid than investments in developed markets. CURRENCY RISK If an account invests directly in non-U.S. currencies or in securities that trade in and receive revenues in non-U.S. currencies or in derivatives that provide exposure to non-U.S. currencies, it will be subject to the risk that those currencies will decline in value relative to the U.S. dollar. Currency rates in foreign countries may fluctuate significantly over short periods for several reasons, including changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks, or supranational entities such as the International Monetary Fund, or by the imposition of currency controls or other political developments in the United States or abroad. As a result, an account’s investments in non-U.S. currency-denominated securities may reduce the account's returns. Foreign currency exchange transactions are conducted on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market or through entering forward contracts to purchase or sell the currency. MUTUAL FUND OR ETF RISK Our models and accounts may use certain ETFs and mutual funds to invest primarily in alternative investments or strategies. Investing in these alternative investments and strategies may only be suitable for some of our clients. These include special risks, such as those associated with commodities, real estate, and leverage, selling securities short, use of derivatives, potential adverse market forces, regulatory changes, and potential ill-liquidity. Special risks are associated with ETFs that invest principally in real estate securities, such as sensitivity to changes in real estate values or changes in interest rates and price volatility due to the ETF’s concentration in the real estate market. APELLA CAPITAL, LLC MARCH 2026 | PAGE 32 OF 46  The risks with mutual funds include the costs and expenses within the fund that can impact performance, change of Managers, and the fund straying from its objective (i.e., style drift). Mutual funds have certain costs associated with underlying transactions and operating costs, such as marketing and distribution expenses and advisory fees. Mutual fund costs and expenses vary from fund to fund and will impact a mutual fund’s performance. Additionally, mutual funds typically have different share classes, as further discussed below, that trade at different Net Asset Values (“NAV”) as determined at the daily market close and have different fees and expenses. Past performance does not guarantee future results. The investment return and principal value of a mutual fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Investors should consider the investment objectives, risks, and charges and expenses of the investment company carefully before investing. A description of these items can be found in each fund’s prospectus. ALTERNATIVE MUTUAL FUNDS Alternative Mutual Funds may employ the following strategies to create performance characteristics that have low or no correlation to long-only investment options. APELLA CAPITAL, LLC MARCH 2026 | PAGE 33 OF 46  LONG/SHORT Long/short investment strategies utilize short selling, which involves selling a security not owned in anticipation that the security’s price will decline or to offset a similar long position in an attempt to either hedge risk and/or capture a spread in return. Generally, both long and short trades are paired together in an attempt to capture a performance spread, while reducing the systematic exposure to the underlying asset class. This strategy could result in losses if the value of the securities held long decrease, and the value of the securities sold short increase or if the spread in performance is other than expected. COMMODITIES Investing in commodities is often through futures trading, where the risk of loss in these contracts can be substantial. The client and advisor should carefully consider whether such trading is suitable depending on the client’s financial situation. Investments in commodities may have greater volatility than investments in traditional securities, particularly if the instruments involve leverage. The value of commodity-linked derivative instruments may be affected by charges in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, international economic, political, and regulatory developments. Use of leveraged commodity-linked derivatives creates the possibility for greater loss. DERIVATIVES Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investments and could result in losses that significantly exceed the original investment. The use of derivatives may not be successful, resulting in investment losses, and the cost of such strategies may reduce investment returns. OPTIONS RISK Transactions in options carry a high degree of risk. A small market movement will have a proportionately larger impact, which may work for or against the investor. The placing of certain orders, which are intended to limit losses to certain amounts, may not be effective because market conditions may make it impossible to execute such orders. Selling ("writing" or "granting") an option entails greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well more than that amount. The seller will also be exposed to the risk of the purchaser exercising the option and will be obliged to settle it in cash or to acquire or deliver the underlying investment. The risk may be reduced if the option is "covered" by the seller holding a corresponding position in the underlying investment or a future on another option. REAL ESTATE SECURITIES AND RELATED DERIVATIVES RISK Client accounts may gain exposure to the real estate sector by investing in real estate-linked derivatives, REITs, and common, preferred, and convertible securities of issuers in real estate- related industries. Each of these types of investments are subject to risks similar to those associated with direct ownership of real estate, including loss to casualty or condemnation, increases in property taxes and operating expenses, zoning law amendments, changes in interest rates, overbuilding and increased competition, variations in market value, and possible environmental liabilities. REITs are subject to management fees and other expenses, and so investors, when investing in REITs, will bear a proportionate share of the costs of the REITs’ operations. An investment in a REIT or a real estate-linked derivative instrument that is linked to the value of a REIT is subject to additional risks, such as inferior performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for tax-free pass-through of income under the Code. In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. Furthermore, REITs are not diversified because they only operate in the real estate business and are heavily dependent on cash flow. Also, the organizational documents of a REIT may contain provisions that make changes in control of the REIT difficult and time-consuming. APELLA CAPITAL, LLC MARCH 2026 | PAGE 34 OF 46  D. DESCRIPTION OF OTHER MATERIAL, SIGNIFICANT OR UNUSUAL RISKS Apella generally invests client cash balances in money market funds, FDIC Insured Certificates of Deposit, high-grade commercial paper, and/or government-backed debt instruments. Ultimately, Apella tries to achieve the highest return on client cash balances through relatively low-risk conservative investments. In most cases, at least a partial cash balance will be maintained in a money market account so that we may debit advisory fees for our services related to our Asset Management and Comprehensive Portfolio Management services, as applicable. COMPANY RISK The risk related to a Firm’s business plans, stock valuation, profitability, accounting practices, growth strategy, and other factors particular to a company rather than the overall market. Some of these risks cannot be predicted, such as the retirement or death of a senior executive, which may lead to negative performance in the future. CYBERSECURITY RISK Increased Internet use makes a portfolio susceptible to operational and informational security risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyberattacks include but are not limited to infection by computer viruses or other malicious software code, gaining unauthorized access to systems, networks, or devices through “hacking” or other means to misappropriate assets or sensitive information, corrupting data, or causing operational disruption. Cybersecurity failures or breaches of third-party service providers may cause disruptions at third-party service providers and impact our business operations, potentially resulting in financial losses; the inability to transact business; violations of applicable privacy and other laws, regulatory fines, or penalties; reputational damage; unanticipated expenses or other compensation costs; or additional compliance costs. Apella has an established business continuity and disaster recovery plan and related cybersecurity procedures designed to prevent or reduce the impact of such risks; there are inherent limitations in such plans and systems due in part to the evolving nature of technology and cyberattack tactics. DEFLATION RISK When inflation or expectations are low, the value and income of an account’s investments in inflation-linked securities could fall, resulting in losses. DEFAULT RISK Default risk refers to the risk that a company will be unable to repay its debts and can result in the loss of an investor’s entire investment in a Firm. Should a company default and go into bankruptcy, equity holders are at the highest risk as they are residual claimants and are the last in line to be repaid, with no requirements on the issuing company to, if at all, repay shareholders for their investment. Uncollateralized bond holders also bear a significant likelihood of sustaining significant losses should the company fail as they also have no guaranteed claims on the company’s remaining assets. Asset backed bonds are bonds that are backed by a company’s assets should default occur. These bonds offer lower rates of return due to the decrease in potential losses should default occur. EVENT RISK The possibility is that an unforeseen event will negatively affect a company or industry and, thus, increase security volatility. FREQUENT TRADING RISK A portfolio Manager may actively and frequently trade investments in a portfolio to carry out its investment strategies. Frequent trading of investments increases the possibility that a portfolio, as relevant, will realize taxable capital gains (including short-term capital gains, which are typically taxable at higher rates than long-term capital gains for U.S. federal income tax purposes), which could reduce a portfolio's after-tax return. Frequent trading can also mean higher brokerage and APELLA CAPITAL, LLC MARCH 2026 | PAGE 35 OF 46  other transaction costs, which could reduce a portfolio's return. The trading costs and tax effects of portfolio turnover can adversely affect its performance. GEOGRAPHIC CONCENTRATION RISK If an account concentrates its investments in a particular geographic region or country, its performance is closely tied to the market, currency, social, political, economic, environmental, and regulatory conditions within that country or region. These conditions include anticipated or actual government budget deficits or other financial difficulties, levels of inflation and unemployment, fiscal and monetary controls, and political and social instability in such countries and regions. As a result, the account is likely to be more volatile than an account with more geographically diverse investments. INDUSTRY OR SECTOR RISK An account that focuses its investments in specific industries or sectors is more susceptible to developments affecting those industries and sectors than a more broadly diversified fund. Issuers in a single industry can react similarly to market, economic, industry, social, political, regulatory, and other conditions. For example, suppose an account has significant investments in technology companies. In that case, the account may perform poorly during a downturn in one or more industries or sectors that heavily impact technology companies. LEGACY HOLDING RISK Investment advice may be offered on any investment a Client holds at the start of the advisory relationship. Depending on tax considerations and Client sentiment, these investments will be sold over time, and the assets invested in the appropriate strategy. As with any investment decision, there is the risk that timing with respect to the sale and reinvestment of these assets will be less than ideal or even result in a loss to the Client. LIQUIDITY RISK Liquidity risk is the risk that thinly traded securities will not be able to be traded at a fair market value when the investor desires to make the trade. Although liquidity risk may be relatively small for large cap, highly traded, securities, it does impact the risk associated with small cap securities. Negative events surrounding smaller cap Firms with already thin trading markets can decrease the ability for investors to sell their holdings at a fair market value. If an investor seeks to sell a security that suffers from high levels of liquidity risk, it is possible that he will have to accept a price significantly lower than its fair market value. MARKET RISK Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer- specific events will cause the value of securities to rise or fall. Because the value of investment portfolios will fluctuate, there is the risk that you will lose money, and your investment may be worth less upon liquidation. Due to a lack of demand in the marketplace or other factors, an account may only be able to sell some or all the investments promptly or may only be able to sell assets at desired prices. PREPAYMENT RISK Like call risk, this risk is associated with the early unscheduled principal repayment on a fixed- income security. When the principal is returned early, future interest payments will not be paid. The proceeds from the repayment may be reinvested in securities at a lower prevailing rate. REINVESTMENT RISK The possibility of investing a bond’s cash flows at a rate lower than the expected rate of return assumed at the time of buying the bond. Reinvestment risk is high for bonds with long maturities and high coupons. SECTOR RISK APELLA CAPITAL, LLC MARCH 2026 | PAGE 36 OF 46  The danger is that the stocks of many companies in one sector (like health care or technology) will fall in price simultaneously because of an event that affects the entire industry. SECURITIES LENDING RISK Securities lending involves the risk that a fund or ETF loses money because a borrower of fund or ETF securities fails to return the securities promptly. The fund or ETF could also lose money if the value of the collateral provided for loaned securities, or the value of the investments made with the cash collateral, falls. These events could also trigger adverse tax consequences for the fund or ETF. SHORT SALE RISK A short sale is affected by selling a security that the seller does not own or selling a security that the seller owns but which it does not deliver upon consummation of the sale. To make delivery to the buyer of a security sold short, the prime broker or Custodian must borrow the security on behalf of the seller. In so doing, it incurs the obligation to replace that security, whatever its price may be, at the time it is required to deliver it to the lender. The seller must also pay the lender of the security any dividends or interest payable on the security during the borrowing period and may have to pay a premium to borrow the security. This obligation must, unless the seller then owns or has the right to obtain, without payment, securities identical to those sold short, be collateralized by a deposit of cash or marketable securities with the lender. Short selling is subject to the theoretically unlimited risk of loss because there is no limit on how much the price of a security may appreciate before the “short” position is closed out. Further, short sales of securities involve a form of investment leverage, and the amount of the portfolio’s potential loss is theoretically unlimited. TIMING RISK The risk is that the investment needs to perform better after its purchase or sale. Moreover, if the Client requires redemption, the Client may face a loss due to poor overall market performance or security performance at that time. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment managed by Apella. ITEM 9 - DISCIPLINARY INFORMATION Registered investment advisers are required to provide information about all disciplinary information that would be material to a Client’s evaluation of our Firm or the integrity of its management. Clients should refer to the Adviser’s Form ADV Part 2B Brochure Supplement. If the Client did not receive the Adviser’s Form ADV Part 2B Brochure Supplement, the Client should contact the Chief Compliance Officer using the information provided on the cover page of this Brochure. Our Chief Compliance Officer is available to address any questions a Client or prospective client may have regarding the above or any information outlined in this Brochure. A. CRIMINAL OR CIVIL ACTIONS Apella has nothing to report for this item. B. ADMINISTRATIVE PROCEEDINGS Apella has nothing to report for this item. C. SELF-REGULATORY ORGANIZATION (SRO) PROCEEDINGS Apella has nothing to report for this item. ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES & AFFILIATIONS A. REGISTRATION AS A BROKER/DEALER OR BROKER/DEALER REPRESENTATIVE APELLA CAPITAL, LLC MARCH 2026 | PAGE 37 OF 46  Neither Apella nor its investment adviser representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. B. REGISTRATION AS A FUTURES COMMISSION MERCHANT, COMMODITY POOL OPERATOR, OR COMMODITY TRADING ADVISOR Neither Apella nor its representatives are registered as or have pending applications to become either a Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. C. REGISTRATION RELATIONSHIPS MATERIAL TO THIS ADVISORY BUSINESS AND POSSIBLE CONFLICTS OF INTERESTS Apella has no registration relationships material to this advisory business or possible conflicts of interest to disclose. D. SELECTION OF OTHER ADVISERS OR MANAGERS AND HOW THIS ADVISER IS COMPENSATED FOR THOSE SELECTIONS Apella may manage portfolios directly or may select third-party investment advisory firms (“External Managers”) to manage specific portions of the allocation consistent with the overall asset allocation strategy developed by Apella. External Managers are selected by Apella’s Investment Committee (the “Investment Committee”) based on an evaluation of the investment advisory organization, including the organization’s performance against selected benchmarks, investment style within a particular asset class, expenses, and related factors. The Investment Committee monitors the performance of External Managers, including managers’ adherence to investment style and continuing suitability with respect to model strategies and overall asset allocation strategy, as well as overall expense levels. As part of this monitoring process, the Investment Committee employs the services of various outside consulting and research providers to obtain performance measurement, including index and peer group comparisons, and/or other services. The Investment Committee continually monitors the capital markets and various asset classes. Periodically, the Investment Committee may recommend adjustments to model strategies in seeking to avoid risk or gain exposures associated with investment opportunities. All External Manager (“sub-adviser”) fees are paid by the client and are disclosed on a separate fee addendum and/or direct agreement with the sub-adviser. Apella is not affiliated with DPL Financial Partners or any of the insurance carriers whose products are available through the platform. Our use of DPL is solely to enhance our ability to deliver fiduciary-aligned insurance solutions to our clients. ITEM 11 - CODE OF ETHICS, PARTICIPATION & INTEREST IN CLIENT TRANSACTIONS, & PERSONAL TRADING A. CODE OF ETHICS Apella maintains a Code of Ethics to reinforce the fiduciary principles governing Apella and our employees. The Code, among other things, requires all employees to act with integrity and ethics, and professionalism. Policies against overreaching, self-dealing, insider trading, and conflicts of interest are outlined in our Code. Our Code forbids employees from trading, either personally or on behalf of others, based on non- public material information or communicating non-public material information to others violating the law. Additionally, our Code sets forth restrictions and quarterly attestations on receiving gifts, outside business activities, personal trading activity, maintenance of personal brokerage accounts, and other matters. The Code is appropriately designed and implemented to prevent or eliminate potential conflicts of interest between Apella, our employees and IARs, Clients, and investors. We always strive to make decisions in our Client's best interest should a conflict of interest arise. Clients should be aware that no set of rules, policies, or procedures can anticipate, avoid, or address all potential conflicts of interest. Any exceptions to the Code require the prior approval of the CCO. We will provide a copy of the Code to any Client or prospective client upon such written or verbal request. Such APELLA CAPITAL, LLC MARCH 2026 | PAGE 38 OF 46  requests should be directed to our CCO at the contact information listed in Item 1 - Cover Page of this Brochure. B. RECOMMENDATIONS INVOLVING MATERIAL FINANCIAL INTERESTS Neither Apella nor its employees have any material financial interest in the securities it recommends to its clients. C. INVESTING PERSONAL MONEY IN THE SAME SECURITIES AS CLIENTS Apella’s employees are allowed to invest in same securities that are recommended to clients. The securities recommended by Apella are primarily shares of mutual funds and ETFs. They are generally not “reportable securities,” and as such the Apella Code of Ethics does not ordinarily limit the ability of Apella’s employees to invest in the same open-end mutual funds and ETFs that are recommended to clients. All Apella employees are prohibited from profiting at the expense of clients and competing with clients with respect to transactions in “reportable securities” as defined in Rule 204A-1(e) (10) under the Investment Advisers Act of 1940. Apella employees’ personal transactions in reportable securities are reviewed on a quarterly basis to ensure compliance with all personal security transaction policies. D. TRADING SECURITIES AT/AROUND THE SAME TIME AS CLIENTS’ SECURITIES Apella does not participate in these types of transactions. If the Company is purchasing/selling or considering for purchase/sale any Covered Security on behalf of a client account, no Associated Person may effect a transaction in that Covered Security prior to the client purchase/sale having been completed by the Company, or until a decision has been made not to purchase/sell the Covered Security on behalf of the client account and in accordance with the Company’s pre-clearance policy and restricted list, if any. ITEM 12 - BROKERAGE PRACTICES A. FACTORS USED TO SELECT CUSTODIANS AND/OR BROKER/DEALERS At present, Apella has relationships with two primary custodians, Charles Schwab, and Fidelity, which are operationally set up to maintain client accounts, and each client selects his or her own custodian. In selecting its custodian, each client will be deemed to have directed Apella to affect any transactions in ETF shares and other individual securities through such broker as the client’s custodian may from time to time direct. It should be noted that on occasion clients may have their assets held by TIAA-CREF. TIAA CREF is limited to clients that are participants in employee sponsored retirement plans who utilize TIAA–CREF’s services. Apella seeks to recommend a Custodian-Broker who will hold Client assets and execute the transactions on terms that are, overall, most advantageous compared to other available providers and their services. Apella considers a wide range of factors, including, among others: • Combination of transaction execution and asset custody services (without a separate fee for custody). • Capability to execute, clear, and settle trades (buy and sell securities for Client accounts). • Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payments, etc.). • The breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds [ETFs], etc.). • Availability of investment research and tools that assist us in making investment decisions. • Quality of services. • Competitiveness of the price of those services (commission rates, other fees, etc.) and willingness to negotiate the prices. • Reputation, financial strength, and stability. • Prior service to Apella and our other Clients. Availability of other products and services that benefit Apella, as discussed below (see “Products and Services Available to Us from Schwab”). APELLA CAPITAL, LLC MARCH 2026 | PAGE 39 OF 46  We typically recommend that our Clients utilize Charles Schwab & Co., Inc. Adviser Services ("Schwab"), a registered broker-dealer (Member SIPC) as the qualified Custodian. Apella is independently owned, operated, and unaffiliated with Schwab. Schwab will hold Client assets in a brokerage account and buy and sell securities when we instruct them. Betterment As part of our investment management services, we utilize the Betterment for Advisors platform, a service provided by Betterment LLC, an SEC-registered investment adviser. Betterment for Advisors provides automated investment management, portfolio construction, tax-loss harvesting, and rebalancing services. While Apella retains discretion over client accounts, Betterment executes trades and provides custodial services through Betterment Securities, an SEC-registered broker-dealer and member of FINRA/SIPC. Apella requires clients using Betterment for Advisors to custody their assets with Betterment Securities. This arrangement may limit our ability to seek best execution or aggregate trades across custodians. However, Apella believes Betterment’s services provide value through automation, tax efficiency, and low- cost investment options. While Apella recommends that clients use Schwab as a Custodian, clients must decide whether to do so and open accounts with Schwab by entering into account agreements directly with them. The Client opens the accounts with Schwab. The accounts will always be held in the Client's name and never in our Firm’s. SpiderRock Apella uses SpiderRock, an unaffiliated third-party options and trading platform, to help implement certain investment strategies in client accounts. SpiderRock provides trading technology, analytics, and/or model-based strategies that Apella uses when managing options or other derivatives as part of a Client’s overall portfolio. Nature of SpiderRock services SpiderRock provides algorithmic trading tools, analytics, and access to liquidity in listed equities, options, and futures markets. Apella uses these tools to help monitor risk, generate and execute orders, and manage options overlays or other derivatives strategies where appropriate for a Client’s investment objectives and risk tolerance. SpiderRock does not provide personalized investment advice to Apella’s clients and generally has no discretionary authority over client accounts except to the limited extent necessary to implement the strategy Apella selects. Fees and costs Clients do not pay fees directly to SpiderRock; instead, Apella pays SpiderRock out of the advisory fee or other compensation Apella receives, or out of account-level trading costs, depending on the arrangement. Using SpiderRock may increase the overall cost of implementing certain strategies compared to strategies that do not use this service, and clients should consider these additional costs when evaluating whether to use a SpiderRock-based strategy. Conflicts of interest Because Apella pays SpiderRock for its services, Apella has financial incentive to allocate or retain client assets in strategies that use SpiderRock rather than in other strategies or service providers that might be less expensive or not incur these costs. If SpiderRock’s fee schedule includes volume or asset-based pricing, Apella also has an incentive to increase or maintain the level of client assets using SpiderRock strategies. Apella addresses these conflicts by reviewing SpiderRock against other available solutions, monitoring performance and costs, and basing recommendations on each client’s investment objectives, risk tolerance, and overall best interest. Risks of SpiderRock strategies Strategies implemented through SpiderRock often involve options and other derivatives, which can be complex and may increase portfolio volatility, leverage, and the risk of loss. These strategies may perform differently than traditional stock or bond investments, and there is no guarantee that SpiderRock’s models, analytics, or trading tools will achieve their intended results or prevent losses. APELLA CAPITAL, LLC MARCH 2026 | PAGE 40 OF 46  Clients who authorize the use of SpiderRock strategies should be willing and able to accept the additional risks and potential costs associated with derivatives and the use of a third-party trading platform. PRODUCTS AND SERVICES AVAILABLE TO US FROM SCHWAB Schwab Adviser Services™ (formerly called Schwab Institutional®) provides independent investment advisory Firms and Clients with access to its institutional brokerage, trading, custody, reporting, and related services, many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help us manage or administer our Clients’ accounts; others help us manage and grow our business. Schwab’s support services are typically available on an unsolicited basis and at no charge to our Firm. These are typically considered soft dollar benefits because there is an incentive to do business with Schwab. Receiving soft dollar benefits creates a conflict of interest. We have established policies in this regard to mitigate any conflicts of interest. We believe our selection of Schwab as Custodian-Broker is in the Clients' best interests. Our Firm will always act in the best interest of our Clients and act as fiduciary in carrying out services to Clients. The following is a more detailed description of Schwab’s support services: SERVICES THAT BENEFIT OUR CLIENTS Schwab's institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of Client assets. The investment products available through Schwab include some we might not otherwise have access to or would require a significantly higher minimum initial investment by our Clients. Schwab’s services described in this paragraph benefit our Clients and their accounts. SERVICES THAT MAY NOT DIRECTLY BENEFIT OUR CLIENTS Schwab also makes other products and services available that benefit Apella but may not directly benefit our Clients or their accounts. These products and services assist our Firm in managing and administering our Clients’ accounts. They include investment research, both Schwab’s own and that of third parties. Apella may use this research to service all or a substantial number of our Client's accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • Provides access to Client account data (such as duplicate trade confirmations and account statements). • Facilitate trade execution and allocate aggregated trade orders for multiple Client accounts. • Provide pricing and other market data. • Facilitate payment of our fees from our Clients’ accounts. • Assist with back-office functions, recordkeeping, and Client reporting. SERVICES THAT GENERALLY BENEFIT ONLY US Schwab also offers other services to help Apella manage and further develop our business enterprise. These services include: • Educational conferences and events • Consulting on technology, compliance, legal, and business needs Publications and conferences on practice management and business succession • Access to employee benefits providers, human capital consultants, and insurance providers Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to Apella. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide Apella with other benefits, such as occasional business entertainment for our personnel. APELLA CAPITAL, LLC MARCH 2026 | PAGE 41 OF 46  OUR INTEREST IN SCHWAB’S SERVICES The availability of these services from Schwab benefits Apella because we do not have to produce or purchase them. These services are not contingent upon Apella committing any specific amount of business to Schwab in trading commissions. We believe our selection of Schwab as Custodian and Broker is in our Client’s best interests. • Some of the products, services, and other benefits provided by Schwab benefit Apella and may not benefit our Client accounts. Our recommendation or requirement that you place assets in Schwab's custody may be based, in part, on the benefits Schwab provides to our Firm or our Agreement to maintain certain Assets Under Management at Schwab and not solely on the nature, cost, or quality of custody and execution services provided by Schwab. • Apella places trades for our Clients' accounts subject to its duty to seek the best execution and other fiduciary duties. Schwab's execution quality may be different from other broker-dealers. • Apella does not routinely recommend, request, or require that the Client direct us to execute the transactions through a specified Custodian. Additionally, Apella typically does not permit the Client to direct brokerage. We place trades for Client accounts subject to our duty to seek the best execution and other fiduciary duties. • We will aggregate trades for ourselves or our associated persons with your trades, providing that the following conditions are met: o Our policy for the aggregation of transactions shall be fully disclosed separately to our existing Clients (if any) and the broker/dealer(s) through which such transactions will be placed. o We will only aggregate transactions if we believe that aggregation is consistent with our duty to seek the best execution (which includes the duty to seek the best price) for the Client and is consistent with the terms of our investment advisory agreement. o o No advisory Client will be favored over any other Client; each Client that participates in an aggregated order will participate at the average share price for all transactions in a given security on a given business day, with transaction costs based on each Client's participation in the transaction. • We will prepare a written statement (“Allocation Statement”) specifying the participating Client accounts and how to allocate the order among those Clients. If the aggregated order is filled in its entirety, it will be allocated among Clients per the allocation statement; if the order is partially filled, the accounts that did not receive the previous trade's positions should be "first in line" to receive the next allocation. • Notwithstanding the preceding, the order may be allocated on a basis different from that specified if all Client accounts receive fair and equitable treatment. The reason for the difference in allocation will be documented and reviewed by our Compliance Officer. Apella’s books and records will separately reflect, for each Client account, the orders which are aggregated, and the securities held by and bought for that account. • We will not receive additional compensation or remuneration of any kind because of the proposed aggregation; and Individual advice and treatment will be accorded to each advisory Client. • BROKERAGE FOR CLIENT REFERRALS We do not receive Client referrals from any Custodian or third party in exchange for using that broker-dealer or third party. DIRECTED BROKERAGE APELLA CAPITAL, LLC MARCH 2026 | PAGE 42 OF 46  Each client directs its own trades with respect to ETFs and other individual securities. As a result, the client may incur higher commissions, greater spreads, or less favorable net prices than if the client had chosen a different custodian and thereby directed Apella to execute ETF trades through another broker- dealer. Apella may not be able to obtain best execution for such trades. B. AGGREGATING (BLOCK) TRADING FOR MULTIPLE CLIENT ACCOUNTS Although Apella does not aggregate trades for execution, Apella offices transmit instructions with respect to transactions in mutual funds and ETFs to its clients’ custodians at various times throughout the day, and instructions with respect to transactions on behalf of multiple clients with the same custodian may be transmitted at the same time. Client transactions in ETFs may be held for part of a trading day until the next regular transmission to their custodians, which may adversely affect the price at which they are affected. A Client’s custodian may further aggregate such orders for execution. Please note that trades are aggregated with each custodian separately. Depending on the number of shares traded, the custodians may participate in a trade rotation process. The trade rotation process provides objective preference to the custodian by submitting trades for each custodian in sequence starting with a different custodian on each series of block trades. The starting custodian moves down one position on the list at the start of each new trading day. The submission process for each custodian is done in an efficient and timely manner. Axos is not part of the trade rotation process. ITEM 13 - REVIEW OF ACCOUNTS A. FREQUENCY AND NATURE OF PERIODIC REVIEWS AND WHO MAKES THOSE REVIEWS Apella reviews Client accounts and financial plans periodically, annually, and as needed. Our IARs will monitor Client accounts regularly and perform annual reviews with each Client. All accounts are reviewed for consistency with Client investment strategy, asset allocation, risk tolerance, and performance. The Client receives a copy of each trade confirmation (unless the Client has authorized the Custodian to suppress the confirmations) and the standard written account statement from the qualified account Custodian every quarter. B. FACTORS THAT WILL TRIGGER A NON-PERIODIC REVIEW OF CLIENT ACCOUNTS More frequent reviews may be triggered by changes in an account holder’s employment, tax, or financial status. A material market event could also trigger a review. Our recommendations depend on the information provided by the Client. C. CONTENT AND FREQUENCY OF REGULAR REPORTS PROVIDED TO CLIENTS Clients receive either a quarterly or monthly statement from the custodian. Apella may also provide clients with quarterly performance reports. In addition, Apella has other tools it may use in connection with the review of client accounts which may include, without limitation, research notes, white papers, and analysis on related market event. ITEM 14 - CLIENT REFERRALS & OTHER COMPENSATION A. ECONOMIC BENEFITS PROVIDED BY THIRD PARTIES FOR ADVICE RENDERED TO CLIENTS (INCLUDES SALES AWARDS OR OTHER PRIZES) As disclosed under Item 12 Brokerage Practices, we participate in the Custodian’s institutional customer programs, and we may recommend a Custodian to our Clients for custody and brokerage services. There is no direct link between our participation in the program and the investment advice we give to our Clients. However, we receive economic benefits through our participation in the program that is typically not available to any other independent advisers participating in the program. These benefits include the following products and services (provided without cost or at a discount): • Receipt of duplicate Client statements and confirmations. • Research-related products and tools. • Consulting services. • Access to a trading desk serving adviser participants. APELLA CAPITAL, LLC MARCH 2026 | PAGE 43 OF 46  • Access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to Client accounts); • The ability to have advisory fees deducted directly from Client accounts. • Access to an electronic communications network for Client order entry and account information. • Access to mutual funds with no transaction fees and certain institutional money Managers. • Discounts on compliance, marketing, research, technology, and practice management products or services provided to us by third-party vendors. Some of the products and services made available by Custodians through the program may benefit us but may not benefit your account. These products or services may assist us in managing and administering Client accounts, including accounts not maintained at our recommended Custodian. Other services made available by the Custodian are intended to help us manage and further develop our business enterprise. The benefits Apella or our IARs receive through participation in the program do not depend on the amount of brokerage transactions directed to the Custodian. Due to these arrangements, our Client does not pay more for assets maintained at Schwab. As part of our fiduciary duties to Clients, we always endeavor to put our Client's interests first. Clients should be aware, however, that receiving economic benefits from Apella or our IARs in and of itself creates a conflict of interest because the cost of these services would otherwise be borne directly by us. These arrangements could indirectly influence our choice of Custodian for custody and brokerage services. Clients should consider these conflicts of interest when selecting a Custodian. The products and services provided by the Custodian, how they benefit us, and the related conflicts of interest are described above. B. COMPENSATION TO NON – ADVISORY PERSONNEL FOR CLIENT REFERRALS Apella has entered into a Joint Marketing Agreement with CFS Financial, LLC, an investment adviser registered in the state of MA (“Referring Firm”), whereby Apella co-sponsors college planning seminars with Referring Firm. The purpose of the seminars is to educate participants regarding college funding options and, for a planning fee, to guide individuals (“College Planning Clients”) through the college funding process. Certain College Planning Clients have financial planning or investment advisory needs beyond the scope of services provided by Referring Firm. Referring Firm may refer such College Planning Clients to Apella for broader scope financial planning and/or for ongoing investment advisory services. This referral is considered an endorsement under Rule 206(4)-1 of the Investment Advisers Act. Referring Firm receives fees for services it provides and additional compensation from Apella for referrals of clients for investment advisory services. Clients do not incur additional fees due to these arrangements. As described above, Referral Firm receives a fee for referring College Planning Clients to Apella for investment advisory services. Therefore, Referral Firm has a financial incentive to recommend Apella to its College Planning Clients over similar Firms that do not compensate Referral Firm for referrals. Clients referred by Referring Firm are subject to the same standard fee schedule as other Apella clients as other clients serviced by the same Apella office location. A portion of the investment advisory fee earned by Apella is then paid to Referral Firm. Given that Apella does not charge referred clients a higher fee than those clients not referred by Referral Firm, the referral fee serves to reduce the net fee retained by Apella. ITEM 15 - CUSTODY Regulators have defined custody as having access or control over Client funds or securities. As it applies to our Firm, we do not have physical custody of funds or securities. When it deducts fees directly from client accounts at a selected custodian, Apella will be deemed to have limited custody of client assets and must have written authorization from the client to do so. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. In most cases, Clients have authorized Apella to deduct fees from their accounts by acknowledging the fee calculation and billing processes described in their Investment Advisory Agreement. Additionally, Apella is deemed to have custody of the Client’s funds or securities when a Client has standing authorizations with their Custodian to move money from an account to a third-party (Standing Letter of Authorization or “SLOA”) and, under that SLOA, it authorizes us to designate the amount or timing of APELLA CAPITAL, LLC MARCH 2026 | PAGE 44 OF 46  transfers with the Custodian. The SEC has set forth standards to protect your assets in such situations, which we follow. We do not have a beneficial interest in any of the accounts we are deemed to have Custody where SLOAs are on file. In addition, account statements reflecting all activity on the account(s) are delivered directly from the qualified Custodian to each Client or the Client’s independent representative at least monthly. Clients should carefully review those statements and are urged to compare the statements against reports received from us. When clients have questions about their account statements, they should contact us, their Adviser, or the qualified Custodian preparing the statement. Some of Apella’s employees serve as trustees on certain client accounts. Where that employee is not the trustee due to a prior personal relationship with the client, the SEC considers Apella to have custody of the account. These accounts are subject to an annual surprise examination by an independent accountant in order to comply with the SEC’s rule on the custody of client assets. When a Client opens an account with Apella, the assets are held with a qualified custodian. Clients will receive monthly or quarterly account statements, depending on the custodian. Clients should review the statements carefully for accurate information. In addition, Apella can provide advisers with quarterly performance reports of clients’ accounts to share with clients. When reviewing this report, clients should note that this report does not take the place of brokerage statements, any fund company statements, or 1099 tax forms. The client is urged to compare this report with the statement received from the custodian covering the same period. ITEM 16 - INVESTMENT DISCRETION Apella can manage client portfolios on a discretionary or nondiscretionary basis, as detailed in the client agreement for services. Apella has “discretion” over a Client account when Apella can independently select the securities and amount of securities to be bought or sold in an account without obtaining prior consent or approval from the Client. However, these purchases or sales may be subject to specified investment objectives, guidelines, or limitations previously set forth by the Client and agreed to by Apella. Discretionary authority will only be authorized upon full disclosure to the Client. The granting of such authority will be evidenced by the Client’s execution of an Investment Advisory Agreement containing all applicable limitations to such authority. All discretionary trades made by Apella will be in accordance with each Client’s investment objectives and goals. DISCRETIONARY AUTHORITY Upon receiving written authorization from the Client, our Firm provides discretionary investment advisory services for Client accounts. For discretionary accounts, before engaging our Firm to provide investment advisory services, you will enter into a written Investment Advisory Agreement with us granting our Firm the authority to supervise and direct, on an ongoing basis, investments per the Client's investment objective and guidelines. In addition, our Client will need to execute additional documents required by the Custodian to authorize and enable Apella, in its sole discretion, without prior consultation with or ratification by our Client, to purchase, sell or exchange securities in and for the Client's accounts. We are authorized, at our discretion and without prior consultation with the Client, to (1) buy, sell, exchange, and trade any stocks, bonds, or other securities or assets and (2) determine the amount of securities to be bought or sold and (3) place orders with the Custodian. Any limitations to such discretionary authority will be communicated to our Firm in writing by the Client. The limitations on investment and brokerage discretion held by our Firm are: • For discretionary accounts, we require that we be given the authority to determine which securities and the amounts to be bought or sold. • Any limitations on this discretionary authority shall be in writing as indicated in the Investment Advisory Agreement. Clients may change or amend these limitations as required. APELLA CAPITAL, LLC MARCH 2026 | PAGE 45 OF 46  ITEM 17 - VOTING CLIENT SECURITIES Unless Apella and the client otherwise agree in writing, Apella is precluded from, and the client shall be responsible for: a) directing the manner in which proxies solicited by issuers of securities the client beneficially owns shall be voted; and b) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings, or other events pertaining to the securities in the account. The client authorizes and directs the custodian to forward to the client all proxies and shareholder communications relating to the assets. Should a client wish to grant Apella discretion to vote proxies, the client must do so in writing, and such voting authority will not be effective until accepted in writing by Apella. ITEM 18 - FINANCIAL INFORMATION A. PREPAYMENT OF FEES Please see Item 5.D within this brochure. Apella does not require or solicit prepayment of more than $1,200 in fees per Client six months or more in advance. Therefore, we are not required to include a balance sheet for the most recent fiscal year. B. DISCRETIONARY AUTHORITY AND PREPAYMENT OF FEES Neither Apella, nor its management has any adverse financial situations that would reasonably impair the ability of Apella to meet Client contractual and fiduciary obligations and has not been the subject of bankruptcy proceedings. C. BANKRUPTCY Neither Apella, nor any of its supervised persons, have been subject to a bankruptcy or financial compromise. APELLA CAPITAL, LLC MARCH 2026 | PAGE 46 OF 46