Apex Capital Management, LLC

Part 2A Form ADV Disclosure Brochure Apex Capital Management, LLC 2901 Johnston Street, Suite 401 Lafayette, LA 70503 337-895-0800 www.apexcapitalmanagement.com Item 1 – Cover Page September 29, 2026 This brochure provides information about the qualifications and business practices of Apex Capital Management, LLC. If you have any questions about the contents of this brochure, please contact us at (337) 895-0800 or tduhon@apexcapitalmanagement.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Registration with the SEC or any state securities authority does not imply a certain level of skill or training Additional information about Apex Capital Management, LLC is available on the SEC’s website at www.adviserinfo.sec.gov CRD# 117059. 1  Item 2 – Material Changes This brochure provides prospective clients with information about Apex Capital Management, LLC (“Apex”, “Advisor”, or “we”) that should be considered before or at the time of obtaining our advisory services. This brochure is required to be updated annually or sooner when material changes to our business take place. Since our last annual update was filed in March 2026, we have made the following change to this disclosure brochure: • • In August 2026, the Advisor began to market its investment advisory services under the name “Morella & Morella.” Morella & Morella LLC is a separate legal entity and a certified public accounting firm affiliated with the Advisor through common ownership. The Advisor, not Morella & Morella LLC, is the entity registered with the U.S. Securities and Exchange Commission and is responsible for all investment advisory services. Please refer to Item 4 and Item 10 for more specific information. In September 2026, the Advisor restructured the delivery of its investment advisory and financial planning services into three distinct Service Models: Cohesive Advisory, Cohesive Management, and Cohesive Planning + Tax. These Service Models are not tiers of activity; rather, they are structured levels of integration, each reflecting a different depth of coordination among tax, wealth management, financial planning, and long-term strategy. The Service Model selected by each client governs the scope of services provided under the asset management agreement. Please refer to Item 4 – Advisory Business and Item 5 – Fees and Compensation for detailed descriptions of each Service Model and the associated fee structures. • We have revised our description of asset management services to reflect that services are customized to each client's individual needs, goals, and objectives in accordance with the selected Service Model. We have also clarified that clients who select the Cohesive Planning + Tax Service Model do not grant discretionary investment authority, as that Service Model expressly excludes investment management and security selection. Please refer to Item 5 and Item 16 for more specific information. You will receive a summary of material changes, if any, to this and subsequent disclosure brochures within 120 days after our fiscal year ends. Our fiscal year ends on December 31 so you will receive the summary of material changes, if any, no later than April 30 each year. We may also provide other ongoing disclosure information about material changes as necessary. You may view the current Disclosure Brochure any time on-line at the SEC’s Investment Adviser Public Disclosure website at www.advisorinfo.sec.gov by searching the firm’s name or CRD#117059. You may also request a copy of this Disclosure Brochure at any time by contacting us at (337) 895-0800. 2 Apex Capital Management, LLC Disclosure Brochure  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 ....................................................................................................................................... 4 Ownership ............................................................................................................................................................. 4 General Description of Primary Advisory Services ................................................................................................ 4 Asset Management Services ............................................................................................................................... 4 Service Models .................................................................................................................................................... 4 Financial Planning Services ................................................................................................................................ 5 Retirement Plan Services .................................................................................................................................... 6 Referral Services ................................................................................................................................................. 7 Limits Advice to Certain Types of Investments ...................................................................................................... 7 Tailor Advisor Services to Individual Needs of Clients .......................................................................................... 8 Wrap-Fee Program versus Portfolio Management Program ................................................................................. 8 Client Assets Managed by Advisor ........................................................................................................................ 8 Item 5 – Fees and Compensation ............................................................................................................................. 8 Financial Planning and Consulting ........................................................................................................................ 9 Asset Management Services ............................................................................................................................... 10 Annuity Product Management ............................................................................................................................. 12 Retirement Plan Services .................................................................................................................................... 13 Additional Compensation ..................................................................................................................................... 17 Comparable Services .......................................................................................................................................... 17 Item 6 – Performance-Based Fees and Side-By-Side Management ...................................................................... 17 Item 7 – Types of Clients ........................................................................................................................................ 17 Minimum Investment Amounts Required ............................................................................................................. 17 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .................................................................. 18 Investment Strategies .......................................................................................................................................... 18 Risk of Loss ......................................................................................................................................................... 18 Primarily Recommend One Type of Security ...................................................................................................... 19 Item 9 – Disciplinary Information ............................................................................................................................. 19 Item 10 – Other Financial Industry Activities and Affiliations ................................................................................... 20 Accounting Services ............................................................................................................................................ 20 Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading ............................................ 21 Code of Ethics Summary .................................................................................................................................... 21 Participation in Client Transactions and Personal Trading .................................................................................. 21 Item 12 – Brokerage Practices ................................................................................................................................ 21 Item 13 – Review of Accounts ................................................................................................................................. 23 Item 14 – Client Referrals and Other Compensation .............................................................................................. 23 Item 15 – Custody ................................................................................................................................................... 23 Item 16 – Investment Discretion .............................................................................................................................. 24 Item 17 – Voting Client Securities ........................................................................................................................... 24 Item 18 – Financial Information ............................................................................................................................... 25 3 Apex Capital Management, LLC Disclosure Brochure  Item 4 – Advisory Business Ownership Apex is an investment advisor registered with the U.S. Securities and Exchange Commission from June 2022 to present, previously from August 2008 to March 2012 and with its home state of Louisiana (and other states) from March 2012 to March 2022. We are a limited liability company formed in October 1999 under the laws of the State of Louisiana. Our members (owners) are: • Robert J. Morella • Stephen Morella General Description of Primary Advisory Services We offer personalized investment advisory, financial planning, and related services including consultations and asset management, provided in accordance with the Service Model selected by each client. The following are brief descriptions of our primary services. A detailed description is provided in Item 5, Fees and Compensation, so that clients and prospective clients (“clients” or “you”) can review the services and description of fees more thoroughly. The Advisor may market its investment advisory services under the name “Morella & Morella.” Morella & Morella LLC is a separate legal entity and a certified public accounting firm affiliated with the Advisor through common ownership. The Advisor, not Morella & Morella LLC, is the entity registered with the U.S. Securities and Exchange Commission and is responsible for all investment advisory services. Morella & Morella LLC is not registered as an investment advisor. Asset Management Services We offer investment advisory, financial planning, and related services customized to each client’s individual needs, goals, and objectives. Services are provided in accordance with the Cohesive Advisory, Cohesive Management, or Cohesive Planning + Tax Service Model selected by the client. We monitor client accounts to the extent contemplated by the selected Service Model to help ensure that the performance of investments and our recommendations remain consistent with the client’s goals, objectives, and risk profile. The nature and extent of monitoring and any investment management provided is determined by the selected Service Model. Service Models We offer three distinct Service Models: Cohesive Advisory, Cohesive Management, and Cohesive Planning + Tax. These Service Models are not tiers of activity; rather, they are structured levels of integration, each reflecting a different depth of coordination among tax, wealth management, financial planning, and long-term strategy. The Service Model selected by the client governs the scope of services provided under the asset management agreement. Cohesive Advisory. Services include financial position assessment, protection planning (insurance reviews), retirement planning (income planning, Monte Carlo analysis), investment planning (including investment management and security selection), tax planning (including tax return preparation, separately 4 Apex Capital Management, LLC Disclosure Brochure  invoiced), and estate planning (including gifting strategies). Cohesive Management. Services include primary goals assessment, protection planning (life and disability insurance analysis), retirement planning (income planning, Social Security), investment planning (including investment management and security selection), tax planning (including tax return preparation, separately invoiced), and estate planning (document and beneficiary review). Cohesive Planning + Tax. Services include comprehensive financial position assessment, protection planning (full insurance reviews), retirement planning (including Monte Carlo analysis), investment planning limited to allocation strategy (expressly excluding investment management and security selection), tax planning (including tax return preparation), and estate planning (including gifting strategies). Tax preparation will be invoiced separately by the Affiliated CPA Firm. In addition to the services included in the selected Service Model, the Advisor or an Affiliated CPA Firm (defined in Section 10 below) may make available Add-On Services at standard hourly rates, each separately invoiced, including business tax returns, business tax planning, business accounting and QuickBooks support, estate and fiduciary tax returns, and tax planning for business start-ups, sales and acquisitions, and succession. Add-On Services are provided only if requested by the client and accepted by the Advisor or applicable Affiliated CPA Firm and, where applicable, are subject to a separate engagement agreement. Any tax return preparation services referenced in a Service Model are provided by Morella & Morella, LLC, an Affiliated CPA Firm, under a separate engagement agreement and are separately invoiced. The terms of that engagement, including its scope and fees, are separate from the asset management agreement and from the advisory fees payable to the Advisor. Financial Planning Services Financial planning can be described as helping individuals determine and set their long-term financial goals, through investments, tax planning, asset allocation, risk management, retirement planning and other areas. The role of a financial planner is to find ways to help clients understand their overall financial situation and help them set financial objectives. Financial consulting is used when a written financial plan isn’t needed. It involves one time and/or ongoing meetings to discuss your financial situation. Financial planning services are provided to clients in accordance with their selected Service Model. Our financial plans cover education, estate, retirement, tax planning, risk management, and asset management. We meet with you to gather the necessary information and documents to assess your needs and goals. Multiple meetings may be needed to ensure we have all the details and determine the services best suited to you. Since we rely on the information you provide, it must be complete and accurate. We do not verify information from you or your other professionals, such as your attorney or accountant. Our services do not include legal advice. We urge you to work closely with your attorney, accountant, or other professional consultants regarding your financial and personal situation. We also request that you notify us if there is ever a change in your financial situation or investment objectives so that we can review, evaluate and/or revise any prior recommendations made or services provided. After completing a review and analysis of the information and documents received, our representatives develop their analyses and recommendations and present the written plan. All of our recommendations 5 Apex Capital Management, LLC Disclosure Brochure  are generic in nature and are not limited to any specific product or service offered by the financial services industry. You have sole discretion about whether or not to contract for our services. In addition, you have sole discretion about whether or not to implement any financial planning recommendations made by our representatives. If you do decide to implement the recommendations, you are responsible for taking any actions or implementing any transactions required; you are free to select any advisor, broker/dealer, insurance agent, or other professional to implement the recommendations. Retirement Plan Services We offer retirement plan consulting services to retirement plan sponsors and to individual participants in retirement plans. These services can be both fiduciary and non-fiduciary. Retirement Plan Rollover Recommendations - When Apex provides investment advice about your retirement plan account or individual retirement account (“IRA”) including whether to maintain investments and/or proceeds in the retirement plan account, roll over such investment/proceeds from the retirement plan account to a IRA or make a distribution from the retirement plan account, we acknowledge that Apex is a “fiduciary” within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”) as applicable, which are laws governing retirement accounts. The way Apex makes money creates conflicts with your interests so Apex operates under a special rule that requires Apex to act in your best interest and not put our interest ahead of you. Under this special rule’s provisions, Apex must act as a fiduciary to a retirement plan account or IRA under ERISA/IRC: • Meet a professional standard of care when making investment recommendations (e.g., give prudent advice); • Never put the financial interests of Apex ahead of you when making recommendations (e.g., give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that Apex gives advice that is in your best interest; • Charge no more than is reasonable for the services of Apex; and • Give Client basic information about conflicts of interest. When we recommend that you roll your account from a current retirement plan account to an IRA managed by Apex, Apex and our investment adviser representatives have a conflict of interest. Our investment adviser representatives have an economic incentive to recommend a rollover of funds from a retirement plan to an IRA because we earn more investment advisory fees. If you do not roll your retirement plan account to an IRA managed by Apex, we earn fewer investment advisory fees. Thus, our investment adviser representatives have an economic incentive to recommend a rollover of funds from a retirement plan to an IRA which is a conflict of interest because our recommendation that you open an IRA account to be managed by our firm can be based on our economic incentive and not based exclusively on whether or not moving the IRA to our management program is in your overall best interest. 6 Apex Capital Management, LLC Disclosure Brochure  We have taken steps to manage this conflict of interest. We have adopted an impartial conduct standard whereby our investment adviser representatives will provide investment advice to a retirement plan participant regarding a rollover of funds from the retirement plan that is in the best interest of the client and following the fiduciary status described below, (i) not recommend investments for which Apex receives unreasonable compensation related to the rollover of funds from the retirement plan to an IRA, and (ii) fully disclose compensation received by Apex and our supervised persons and any material conflicts of interest related to recommending the rollover of funds from the retirement plan to an IRA, and (iii) refrain from making any materially misleading statements regarding such rollover. When giving you advice about a retirement plan or IRA, our investment adviser representatives will act carefully, wisely, diligently, and responsibly – just as a knowledgeable and prudent person would in a similar situation. Their guidance will be based on your investment goals, risk tolerance, financial situation, and personal needs, without considering the financial interests of Apex or our staff. Simple IRA Services through Capital Group – Apex offers SIMPLE Individual Retirement Account (“SIMPLE IRA”) plans through Capital Group for a limited number of clients. Where a client establishes or maintains a SIMPLE IRA, Apex may provide discretionary or non-discretionary investment advisory services, as agreed upon with the client, solely with respect to the investment of the SIMPLE IRA assets. Apex does not serve as plan administrator or sponsor of any SIMPLE IRA plan, nor does Apex provide tax, legal, or accounting advice in connection with a SIMPLE IRA. Apex does not determine a client’s eligibility to participate, contribution limits, or distribution requirements. Clients are solely responsible for selecting and maintaining their SIMPLE IRA plan and custodian or trustee, ensuring that all contributions, eligibility determinations, and distributions comply with applicable Internal Revenue Service rules, plan terms, and employer obligations. The custodian or trustee of the client’s SIMPLE IRA is authorized, pursuant to the client’s custodial or trust agreement and applicable account documentation, to accept Apex’s investment instructions consistent with the scope of authority granted by the client. SIMPLE IRA assets are classified as assets under administration (“AUA”) and are not included in Apex's reported assets under management (“AUM”), as Apex does not exercise continuous and regular supervisory or management services over these assets. Accordingly, SIMPLE IRA assets are not reflected in the assets under management figures disclosed in Item 5.F of Part 1A of Apex's Form ADV. Referral Services We do not refer clients to unaffiliated investment advisors (third-party money managers). We may enter into agreements with unaffiliated referring parties who refer clients to us. When these referral relationships are established, Advisor and the referring parties remain in compliance with regulations set out in 17 CFR §275.206(4)-1 and the Rules under the Investment Advisers Act of 1940. Limits Advice to Certain Types of Investments We provide investment advice on the following types of investments: 7 Apex Capital Management, LLC Disclosure Brochure  • Exchange-listed securities • Securities traded over-the-counter • Foreign issues • Corporate debt securities (other than commercial paper) • Commercial paper • Certificates of deposit • Municipal securities • Variable life insurance • Variable annuities • Mutual fund shares • United States government securities • Interests in partnerships involving real estate and involving oil and gas interests We also offer advice on closely held businesses. Although we generally limit our advice to the investments listed, we reserve the right to offer advice on any investment product that may be suitable for each client’s specific circumstances, needs, goals and objectives. Tailor Advisor Services to Individual Needs of Clients Our services are always provided based on the specific needs of the individual client. Clients are given the ability to impose certain restrictions on their accounts, including specific investment selections and sectors. However, we will not enter into an investment advisor relationship with a client whose investment objectives may be considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. Wrap-Fee Program versus Portfolio Management Program In traditional management programs, advisory services are provided for a fee but transaction services are billed separately on a per-transaction basis. In wrap-fee programs, advisory services and transaction services are provided for one fee. We do not act as a portfolio manager of or sponsor wrap fee programs. Client Assets Managed by Advisor The amount of client’s assets managed by Advisor totaled $225,190,934 as of December 31, 2025, with $225,190,934 managed on a discretionary basis and $0 managed on a non-discretionary basis. Item 5 – Fees and Compensation In addition to the information provided in Item 4, Advisory Business, this section provides additional details regarding our services along with descriptions of each service’s fees and compensation arrangements. 8 Apex Capital Management, LLC Disclosure Brochure  Service Models Clients must select a Service Model in which to participate, which will dictate the services provided by Apex; each Service Model has a different fee structure, as set forth below. • The Cohesive Advisory Service Model includes a one-time comprehensive financial planning fee of $3,000, paid at onboarding. Concurrently, the AUM-based advisory fee shall begin accruing as of the onboarding date. Thereafter, annual financial plan updates are included in the AUM advisory fee at no additional charge. • The Cohesive Management Service Model does not include an additional cost; services provided under this model are included as part of the advisory fee. • The Cohesive Planning + Tax Service Model invoices Clients on a monthly basis for an annual fee totally $4,000 (approximately $333 a month) for ongoing financial planning and tax preparation services. Any tax preparation referenced in a Service Model is provided by Morella & Morella, LLC under a separate engagement agreement and is invoiced separately. The terms of that engagement, including its scope and fees, are separate from the Service Model and advisory fees discussed here. Financial Planning and Consulting We provide financial planning tailored to your needs and concerns, offering advice on both investment and non-investment matters pursuant to the selected Service Model. Standalone financial planning and consultation services can be contracted for separately from a Service Model offering. Consultations can cover any topic or topics of interest to you, including discussions about a previously prepared financial plan. The minimum fee for a one-time comprehensive financial plan is $3,000. Financial planning consulting services is billed at $325 an hour. You will be invoiced for the actual time spent on the services. Fees are payable when the financial plan is presented, or the consultations are completed. Apex reserves the right, in its sole discretion, to reduce or waive any financial planning fees based on the scope of services, the complexity of the Client’s financial situation, or other factors deemed relevant by the Adviser. If you elect to implement our recommendations through our asset management programs described elsewhere in this Disclosure Brochure, we receive on-going fees. Please see Additional Compensation, below, Item 10, Other Financial Activities and Affiliations, and Item 12, Brokerage Practices, for discussion on conflicts of interest. For clients who select a Service Model that includes financial planning (Cohesive Advisory or Cohesive Planning + Tax), financial planning services are provided as part of the Service Model and are not separately billed under the hourly or comprehensive plan fee schedules described above, except as otherwise specified in the applicable Service Model description. Standalone financial planning and consulting agreements terminate upon presentation of the plan or completion of the consultations and no reviews are conducted. You do not receive any reports other than the 9 Apex Capital Management, LLC Disclosure Brochure  plan originally contracted for. However, we recommend that you have your financial situation reviewed and updated at least annually. Asset Management Services We offer investment advisory and asset management services customized to each client based on their individual needs, goals, and objectives, as described in Item 4. The nature and scope of services provided is determined by the Service Model selected by the client. In some instances, we may serve as a sub- advisor when working with asset management programs offered by other registered investment advisor firms. We help you determine your risk profile, investment objectives, and investment time horizon through a risk-tolerance questionnaire and conversations with you. Using that information, we recommend an initial asset allocation, that aligns with your goals and objectives. For accounts with SEI Private Trust Company (SEI), SEI selects the investment managers of the underlying mutual funds and utilizes institutional investment management firms. SEI monitors the fund managers to ensure that their investment styles and performance remain consistent with the objectives of the mutual funds. SEI has sole responsibility to monitor the individual managers of the available funds and asset allocation portfolios to ensure compliance within the structure of each fund’s objectives. SEI has full authority to add or delete a particular fund or asset class to their selected group of fund alternatives. When executing an asset management agreement for services under the Cohesive Advisory or Cohesive Management Service Models, you will grant us discretionary authority to determine the securities and quantity of securities to be bought and sold, the time of execution and the price at which the trades are executed. Clients who select the Cohesive Planning + Tax Service Model do not grant discretionary investment authority, as that Service Model expressly excludes investment management and security selection. You can place certain limitations and restrictions in relation to the discretionary authority, on the nature of the funds held in your portfolio or the allocation among various asset classes. We do not have direct access to your funds and securities. Your qualified account custodian maintains custody of all your funds and securities. For accounts opened after 01/01/2024, we will utilize the following fee schedule for asset management services. Certain existing or legacy clients may be charged under a different fee arrangement. Fee Assets Under Management to $0.00 $150,000.00 ** 1.50% $150,000.01 to $500,000.00 1.25% $500,000.01 to $1,000,000.00 1.00% to $3,000,000.00 0.85% $1,000,000.01 $3,000,000.01 and over 0.75% **Minimum annual fee $500 For a client or household with multiple eligible accounts subject to the tiered fee schedule, the advisory fee will be calculated based on the aggregate value of the eligible accounts on the last day of the quarter. The fee will then be allocated and deducted from each eligible account based on that account’s 10 proportionate share of the aggregate assets. This may result in a lower overall advisory fee than if the Apex Capital Management, LLC Disclosure Brochure  advisory fee were calculated separately for each eligible account. Fees may be discounted or negotiated based on the following: • Complexity of your financial situation • Complexity and types of assets and asset classes maintained in your managed account(s) • Amount of assets under management • Whether the managed account is a qualified or non-qualified account • Our relationship and history with you • The number of accounts we are managing for you and persons related to you • The level of knowledge and experience of the representative managing the account • Whether or not we have discretionary authorization on the assets Depending on the account Custodian, fees charged according to a fixed percentage, or a tiered fee schedule are billed quarterly in arrears based on either the average account balance for the quarter or the account balance at the end of the quarter. The initial fee is prorated based on the number of days services are provided. In the account application, you authorize the Custodian to deduct the fees from your account and pay them directly to us. Through an automated system, the Custodian calculates and deducts fees from client accounts; your quarterly account statement provided by the Custodian shows the amount of the fee deducted. In lieu of a fixed percentage or the tiered fee schedule, a fixed dollar amount ranging from $500-$50,000 may be negotiated based on the factors previously stated. The exact services and fee (schedule) are agreed upon and disclosed in the agreement for services before services are provided. Fixed dollar amount fees are invoiced in advance. If services are terminated (after the initial five-day period), fees are prorated based on the number of days services are provided. A refund of the unused portion of the paid fee will be sent by check to the client within 30 days of termination. Our management fee is separate from (and in addition to) the fees charged by the Custodians for their services. The Custodians’ disclosures include a fee schedule detailing these charges. By signing the account application, you agree to the fees. Additionally, the Custodian or its affiliates may manage, distribute, or advise certain funds, earning fees as outlined in the individual fund prospectuses. Be sure to review the prospectus carefully before investing. You may also incur fees from other sources, such as brokerage commissions or transaction fees from your custodian. Additionally, third parties may charge fees, including administrative fees, mutual fund sales loads, 12(b)-1 fees, deferred sales charges, surrender charges, variable annuity fees, and retirement account fees. Investment company securities (that we recommend) may also have their own fees, detailed in their prospectuses. Our management fees are separate from these charges and we do not receive or share in them. Either party may terminate the agreement at any time with written notice. Termination takes effect upon receipt of the notice. If canceled within five business days of signing the original agreement, there is no penalty, and any prepaid fees are refunded. After this period, fees are prorated based on the days services were provided before termination. 11 Apex Capital Management, LLC Disclosure Brochure  Annuity Product Management We also offer annuity product management services using Ameritas Life Insurance Corp., or Jackson National Life Insurance, who are both the product sponsors and custodians for the no-load annuity products we recommend. These services can be provided on both a discretionary and a non-discretionary basis. Please see Item 16, Investment Discretion, for additional details on discretionary authority. For these services, we typically charge an annual fixed fee of up to 1.5% of the annuity's value under management. The fee may be discounted or negotiated based on the following (i.e., clients may be charged less if their financial situation is very basic or if they have millions in managed assets): • Complexity of your financial situation • Whether the managed account is a qualified or non-qualified account • Our relationship and history with you • The number of accounts we are managing for you and persons related to you • The level of knowledge and experience of the representative managing the account • Whether or not we have discretionary authorization on the assets Fees are billed quarterly in arrears as a percentage of assets under management, based on the annuity's ending balance. The initial fee is prorated based on the days that services are provided. Payment methods are determined when the account is opened. You can pay fees directly upon receiving a billing statement (invoice), or fees may be deducted from the annuity and sent to us. If you have a managed account with SEI Private Trust Company (see Asset Management Services above), we may adjust that account fee to include the annuity management fee. A fee billing statement will be provided, detailing charges and any adjustments. In lieu of a fixed percentage, a fixed dollar amount ranging from $500-$50,000 may be negotiated based on the factors mentioned above. The exact services and fee schedule are agreed upon and disclosed in the agreement for services before services begin. Fixed dollar amount fees are invoiced in advance. If services are terminated (after the initial five-day period), fees are prorated based on the number of days services are provided. A refund of the unused portion of the paid fee will be sent by check to the client within 30 days of termination. Our management fee is in addition to any fees charged by Ameritas Life Insurance Corp, Jackson National Life Insurance. or any other third party for administrative fees, annuity fees, surrender charges and/or other transaction expenses. Our management fees are separate and distinct from these other fees and we do not receive or share in a portion of these fees. Either party may terminate the agreement at any time with written notice. Termination takes effect upon receipt of the notice. If canceled within five business days of signing the original agreement, there is no penalty, and any prepaid fees are refunded. After this period, fees are prorated based on the days services were provided before termination. 12 Apex Capital Management, LLC Disclosure Brochure  Retirement Plan Services Advisor offers retirement plan services to retirement plan sponsors and to individual participants in retirement plans. For a corporate sponsor of a retirement plan, our retirement plan services can include, but are not limited to, the following services: Fiduciary Consulting Services • Investment Policy Statement Preparation. Advisor helps you develop an investment policy statement. The investment policy statement establishes the investment policies and objectives for the plan. You have the ultimate responsibility and authority to establish such policies and objectives and to adopt and amend the investment policy statement. • Non-Discretionary Investment Advice. Advisor provides you with general, non-discretionary • • • investment advice regarding assets classes and investment options, consistent with your plan’s investment policy statement. Investment Selection Services. Advisor provides you with recommendations of investment options consistent with ERISA Section 404(c). Investment Due Diligence Review. Advisor provides you with periodic due diligence reviews of the plan’s reports, investment options and recommendations. Investment Monitoring. Advisor assists in monitoring investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformation to the guidelines set forth in the investment policy statement. Advisor makes recommendations to maintain or remove and replace investment options. • Default Investment Alternative Advice. Advisor provides you with non-discretionary investment • advice to assist you with the development of qualified default investment alternative(s) (“QDIA”), as defined in DOL Reg. Section 2550.404c-5(e)(4)(i), for participants who are automatically enrolled in the plan or who otherwise fail to make an investment election. You retain the sole responsibility to provide all notices to participants required under ERISA Section 404(c)(5).] Individualized Participant Advice. Upon request, Advisor provides one-on-one advice to plan participants regarding their individual situations. Advisor acknowledges that in performing the fiduciary consulting services listed above that it is acting as a “fiduciary” as such term is defined under Section 3(21)(A)(ii) of ERISA for purposes of providing non- discretionary investment advice only. Advisor acts in a manner consistent with the requirements of a fiduciary under ERISA if, based upon the facts and circumstances, such services cause Advisor to be a fiduciary as a matter of law. However, in providing the fiduciary consulting services, Advisor (a) has no responsibility and does not (i) exercise any discretionary authority or discretionary control respecting management of the client’s retirement plan, (ii) exercise any authority or control respecting management or disposition of assets of the client’s retirement plan or (iii) have any discretionary authority or discretionary responsibility in the administration of the client’s retirement plan or the interpretation of retirement plan documents, (b) is not an “investment manager” as defined in Section 3(38) of ERISA and does not have the power to manage, acquire or dispose of any plan assets and (c) is not the “Administrator” of the client’s retirement plan as defined in ERISA. 13 Apex Capital Management, LLC Disclosure Brochure  Fiduciary Management Services • Discretionary Management Services. Advisor provides you with continuous and ongoing supervision over the designated retirement plan assets. Advisor actively monitors the designated retirement plan assets and provides advice regarding buying, selling, reinvesting or holding securities, cash or other investments of the plan. We have discretionary authority to make all decisions to buy, sell or hold securities, cash or other investments for the designated retirement plan assets in our sole discretion without first consulting with you. We also have the power and authority to carry out these decisions by giving instructions, on your behalf, to brokers and dealers and the qualified custodian(s) of the plan for our management of the designated retirement plan assets. • Discretionary Investment Selection Services. Advisor monitors the investment options of the plan and adds or removes investment options for the plan. Advisor has discretionary authority to make all decisions regarding the investment options that are made available to plan participants. • Default Investment Alternative Management. Advisor develops and actively manages qualified default investment alternative(s) (“QDIA”), as defined in DOL Reg. Section 2550.404c-5(e)(4)(i), for participants who are automatically enrolled in the plan or who otherwise fail to make an investment election. If you elect to utilize any of Advisor’s fiduciary management services, then Advisor is acting as an investment manager to the plan, as defined by ERISA Section 3(38), with respect to our fiduciary management services, and Advisor hereby acknowledges that it is a fiduciary with respect to its fiduciary management services. Non-Fiduciary Services • Participant Education. Advisor provides education services to plan participants about general investment principles and the investment alternatives available under the plan. Advisor’s assistance in participant investment education is consistent with and within the scope of DOL Interpretive Bulletin 96-1. Education presentations do not take into account the individual circumstances of each participant and individual recommendations are not provided unless otherwise agreed upon. Plan participants are responsible for implementing transactions in their own accounts. • Participant Enrollment. Advisor assists you with group enrollment meetings designed to increase retirement plan participation among employees and investment and financial understanding by the employees. • Qualified Plan Development. Advisor assists you with establishing a qualified plan by working with you and a selected third party administrator. If you have not already selected a third party administrator, we assist you with reviewing and selecting a third party administrator for the plan. • Due Diligence Review. Advisor provides you with periodic due diligence reviews of your plan’s fees and expenses and your plan’s service providers. • Fiduciary File Set-up. Advisor helps you establish a “fiduciary file” for the plan which contains trust documents, custodial/brokerage statements, investment performance reports, services agreements with investment management vendors, the investment policy statement, investment committee minutes, asset allocation/asset liability studies, due diligence fields on funds/money managers and monitoring procedures for funds and/or money managers. • Benchmarking. Advisor provides you benchmarking services and provides analysis concerning the 14 Apex Capital Management, LLC Disclosure Brochure  operations of the plan. Although an investment adviser is considered a fiduciary under the Investment Advisers Act and required to meet the fiduciary duties as defined by the Advisers Act, the services listed here as non-fiduciary should not be considered fiduciary services for the purposes of ERISA since Advisor is not acting as a fiduciary to the plan as the term “fiduciary” is defined in Section 3(21)(A)(ii) of ERISA. The exact services provided to a client are listed and detailed in the client agreement. All recommendations of investment options and portfolios are submitted to the client for ultimate approval or rejection. Therefore, it is always the client’s responsibility to accept Advisor’s investment recommendations and then physically make changes to the plan itself. In the event a client contracts with Advisor for one-on-one consulting services with plan participants, those services are consultative in nature and do not involve Advisor implementing recommendations in individual participant accounts. It is the responsibility of each participant to implement changes in the participant’s individual accounts. We can also meet with individual participants to discuss their specific investment risk tolerance, investment time frame and investment selections. Retirement plan consulting services are not management services, and Advisor does not serve as administrator or trustee of the plan. Advisor does not act as custodian for any client account or have access to client funds or securities (with the exception of some accounts having written authorization from the client to deduct our fees). In addition, we do not implement any transactions in a retirement plan or participant’s account. For retirement plan consulting services, the retirement plan or the plan participant who elects to implement any recommendations made by us is solely responsible for implementing all transactions. Advisor will disclose to you, to the extent required by ERISA Regulation Section 2550.408b-2(c), any change to the information that we are required to disclose under ERISA Regulation Section 2550.408b- 2(c)(1)(iv) as soon as practicable, but no later than sixty (60) days from the date on which we are informed of the change (unless such disclosure is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclose as soon as practicable). In accordance with ERISA Regulation Section 2550.408b-2(c)(vi)(A), we will disclose within thirty (30) days following receipt of a written request from the responsible plan fiduciary or plan administrator (unless such disclose is precluded due to extraordinary circumstances beyond our control, in which case the information will be disclosed as soon as practicable) all information related to the client agreement and any compensation or fees received in connection with the Agreement that is required for the plan to comply with the reporting and disclosure requirements of Title 1 of ERISA and the regulations, forms and schedules issued thereunder. If we make an unintentional error or omission in disclosing the information required under ERISA Regulation Section 2550.408b-2(c)(1)(iv) or (vi), we will disclose to you the correct information as soon as practicable, but no later than thirty (30) days from the date on which we learns of such error or omission. For retirement plan sponsors, we charge an annual fee that ranges from 0.75% to 1.50% that may be negotiated based on the following: 15 Apex Capital Management, LLC Disclosure Brochure  • Size of the plan assets • Potential for additional deposits to the plan • Complexity of the plan • Actual services provided • Representative providing the services • Advisor’s relationship and history with the client Individual participants are charged fees based on a percentage of the participant’s account value. Fees range from 0.25% to 1.00% per year and are negotiable based upon the actual services requested and the complexity of the participant’s situation. For retirement plan sponsors and participants, fees are billed in arrears on a quarterly calendar basis and calculated based on the fair market value of the account as of the last business day of the current billing period. For accounts opened mid-period, fees are prorated based on the number of days services are provided during the initial billing period. Retirement plan sponsors may also elect to pay all or a portion of fees for the individualized services provided by us to the plan participants. Clients can elect to have the fee deducted from their account or billed directly and due upon receipt of the billing notice. If clients elect to have the fee automatically deducted from an existing account, they are required to provide the custodian with written authorization to deduct the fees from the account and pay the fees to Advisor. We provide the custodian with a fee notification statement. Either party may terminate the agreement at any time with written notice. Termination takes effect upon receipt of the notice. If canceled within five business days of signing the original agreement, there is no penalty, and any prepaid fees are refunded. After this period, fees are prorated based on the days services were provided before termination and are due upon receipt of Advisor’s billing statement (invoice). Advisor does not reasonably expect to receive any other compensation, direct or indirect, for its services. If we receive any other compensation for such services, we (i) offset that compensation against our stated fees and (ii) disclose the amount of such compensation, the services rendered for such compensation and the payer of such compensation to you. SIMPLE IRAs Fees are charged quarterly in arrears and invoiced directly to the employer. The annual minimum fee is determined by the number of plan participants and applies until total plan assets exceed the applicable plan AUM threshold. Once total plan assets exceed the applicable threshold, the annual advisory fee is calculated based on total plan assets according to the asset management fee schedule above. Number of Participants Annual Minimum Fee Plan AUM Threshold 1-5 6-10 11-15 $5,000 $7,500 $10,000 $400,000 $600,000 $850,000 16 Apex Capital Management, LLC Disclosure Brochure  16-20 21-25 Over 25 $12,500 $15,000 $15,000 + $500 for each participant over 25 $1,100,000 $1,400,000 $1,400,000 Fees include the following services: administration, initial plan setup, initial and ongoing participant onboarding, annual participant account review, personalized allocation and ongoing advice for each participant, and annual educational meetings for participants. Additional Compensation From time to time, we may receive products or reimbursements for travel and marketing expenses from distributors of investment and/or insurance products. Travel expense reimbursements are usually for attending due diligence or investment training events hosted by product sponsors. Marketing reimbursements come from informal agreements where product sponsors cover marketing costs like advertising, publishing, and seminar expenses. While these reimbursements are not tied to specific sales quotas, they are often made by sponsors for whom sales have been or are expected to be made. While Apex and all of our representatives endeavor to prioritize your interests as part of our fiduciary duty, you should be aware that receiving additional compensation, such as sales awards or reimbursements, may create a conflict of interest that could influence our representatives' judgment when making advisory recommendations. Comparable Services We believe our advisory service fees are reasonable given the services provided, and are in line with fees charged by other investment advisors offering similar services. However, lower fees for comparable services may be available from other sources. Item 6 – Performance-Based Fees and Side-By-Side Management Performance-based fees are defined as fees based on a share of capital gains on or capital appreciation of the assets held in a client’s account. We do not receive performance-based fees. Item 7 – Types of Clients We generally provide investment advice to the following types of clients: Individuals (including high-net worth individuals) • • Pension and profit sharing plans • Trusts, estates, or charitable organizations • Corporations or business entities other than those listed above Minimum Investment Amounts Required We do not require any minimum investment amount or conditions to establish a managed account. The 17 Apex Capital Management, LLC Disclosure Brochure  minimum fee for asset management services is $500 and the minimum fee for segmented financial planning is $325, and the minimum fee for a standalone financial plan is $3,000. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis We use fundamental analysis when considering investment strategies and recommendations for clients. Fundamental analysis is a method of evaluating a company or security by attempting to measure its intrinsic value. In other words, fundamental analysts try to determine its true value by looking at all aspects of the business, including both tangible factors (e.g., machinery, buildings, land, etc.) and intangible factors (e.g., patents, trademarks, “brand” names, etc.). Fundamental analysis also involves examining related economic factors (e.g., overall economy and industry conditions, etc.), financial factors (e.g., company debt, interest rates, management salaries and bonuses, etc.), qualitative factors (e.g., management expertise, industry cycles, labor relations, etc.), and quantitative factors (e.g., debt-to-equity and price-to-equity ratios). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security's current price in hopes of figuring out what sort of position to take with that security (underpriced = buy, overpriced = sell or short). This method of security analysis is considered to be the opposite of technical analysis. Fundamental analysis is about using real data to evaluate a security's value. Although most analysts use fundamental analysis to value stocks, this method of valuation can be used for just about any type of security. There are risks with using this analysis method. Fundamental analysis takes a long-term approach to analyzing markets, often looking at data over a number of years. The data reviewed is released over years (e.g., quarterly financial statements). Therefore, fundamental analysis could mean a gain is not realized until a security’s market price rises to its “correct” value over the long run--perhaps several years. The less frequent trading practices of fundamental analysis could also have a positive or negative impact on a client’s portfolio value, but likely has reduced brokerage and transaction costs. Investment Strategies When implementing investment advice, we usually use long term purchases (securities held at least a year) and short term purchases (securities sold within a year) as investment strategies. We gather information from financial newspapers and magazines, corporate rating services, research materials prepared by others, annual reports, prospectuses, filings with the Securities and Exchange Commission and company press releases. Account Custodians and their affiliated entities are the primary sources for investment information and research when managing assets through said Custodian’s programs. This information and research includes, among other things, economic and financial market commentaries, investment manager relations and other research materials. Risk of Loss Investing in securities involves a risk of loss that you should be prepared to bear, including loss of your original principal. However, you should be aware that past performance of any security is not necessarily 18 Apex Capital Management, LLC Disclosure Brochure  indicative of future results. Therefore, you should not assume that future performance of any specific investment or investment strategy will be profitable. We do not provide any representation or guarantee that your goals will be achieved. Further, depending on the different types of investments, there may be varying degrees of risk: • Market Risk. Either the market as a whole, or the value of an individual company, goes down, resulting in a decrease in the value of client investments. This is referred to as systemic risk. • Equity (Stock) Market Risk. Common stocks are susceptible to fluctuations and to volatile increases/decreases in value as their issuers’ confidence in or perceptions of the market change. Investors holding common stock (or common stock equivalents) of any issuer are generally exposed to greater risk than if they hold preferred stock or debt obligations of the issuer. • Company Risk. There is always a certain level of company or industry specific risk when investing in stock positions. This is referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that a company may perform poorly or that its value may be reduced based on factors specific to it or its industry (e.g., employee strike, unfavorable media attention). • Options Risk. Options on securities may be subject to greater fluctuations in value than investing in the underlying securities. Purchasing and writing put or call options are highly specialized activities and involve greater than ordinary investment risk. Puts and calls are the right to sell or buy a specified amount of an underlying asset at a set price within a set time. • Fixed Income Risk. Investing in bonds involves the risk that the issuer will default on the bond and be unable to make payments. In addition, individuals depending on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed-income investors receive set, regular payments that face the same inflation risk. • ETF and Mutual Fund Risk. ETF and mutual fund investments bear additional expenses based on a pro-rata share of operating expenses, including potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities held by the ETF or mutual fund. Clients also incur brokerage costs when purchasing ETFs. • Management Risk. Your investments also vary with the success and failure of our investment strategies, research, analysis and determination of portfolio securities. If our strategies do not produce the expected returns, the value of your investments will decrease. Primarily Recommend One Type of Security We do not recommend any specific security to clients. Instead, we recommend any product that may be suitable for each client relative to their specific circumstances and needs. Item 9 – Disciplinary Information We have no legal or disciplinary events that are material to your evaluation of our business or the integrity of our management. Therefore, this item is not applicable to our brochure. 19 Apex Capital Management, LLC Disclosure Brochure  Item 10 – Other Financial Industry Activities and Affiliations We are not and do not have a related person that is: • A broker/dealer, municipal securities dealer or government securities dealer or broker • An investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund) • An investment adviser or financial planner • A futures commission merchant, commodity pool operator or commodity trading advisor • A banking or thrift institution • A lawyer or law firm • An insurance company or agency • A pension consultant • A real estate broker or dealer • A sponsor or syndicator of limited partnerships. We are an independent registered investment advisor and only provide investment advisory services as described in this Disclosure Brochure. While we may market our services under the name “Morella & Morella” and coordinate with Affiliated CPA Firms as described in Accounting Services below, such coordination does not alter the independent nature of our advisory services. Our representatives may also sell other products or provide services outside of their role as investment advisor representatives with us. Accounting Services One or more principals, owners, or employees of the Advisor may be owners of, partners in, or otherwise affiliated with certified public accounting ("CPA") firms that operate independently of the Advisor (collectively, the “Affiliated CPA Firms”). These Affiliated CPA Firms may provide accounting, tax preparation, tax planning, or other professional services to Clients of the Advisor under separate engagement agreements. The services provided by the Affiliated CPA Firms are separate and distinct from the investment advisory services provided by the Advisor, and are offered independently and for separate compensation. Clients are under no obligation to engage any Affiliated CPA Firm for accounting or tax-related services. Likewise, services provided by the Advisor do not include accounting or tax advice unless specifically stated in writing. The existence of these relationships may create a conflict of interest to the extent that the Advisor’s personnel have a financial incentive to recommend the services of the Affiliated CPA Firms. The Advisor addresses this conflict through disclosure and adherence to its fiduciary duty to always act in the best interests of its Clients. Clients are encouraged to consider whether the use of an Affiliated CPA Firm is appropriate for their specific needs and are free to choose any accounting or tax professional they prefer. As described in Item 4, the Advisor markets its investment advisory services under the name “Morella & Morella.” The use of an Affiliated CPA Firm’s name to market the Advisor’s investment advisory services creates a potential conflict of interest because it may give the impression that investment advisory and 20 Apex Capital Management, LLC Disclosure Brochure  accounting services are provided by a single, integrated firm. Clients should understand that these are separate services provided by separate legal entities. Further, as described in the Service Model descriptions in Item 4, certain services under the Cohesive Planning + Tax and Cohesive Advisory Service Models may be coordinated with or performed by one or more Affiliated CPA Firms. Such coordination does not alter the separate and independent nature of the services provided by the Affiliated CPA Firms, which are governed by separate engagement agreements and separately invoiced where applicable. Clients remain free to engage any tax professional of their choosing. Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading Code of Ethics Summary All investment advisers are required to establish, maintain and enforce a Code of Ethics. We have established a Code of Ethics that applies to all of our associated persons. An investment adviser is considered a fiduciary according to state and federal regulations. As a fiduciary, it is an investment adviser’s responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest of clients at all times. We have a fiduciary duty to all clients. This fiduciary duty is considered the core underlying principle for our Code of Ethics, which also covers our insider trading and personal securities transactions policies and procedures. We require all of our supervised persons to conduct business with the highest level of ethical standards and to comply with all federal and state securities laws at all times. Upon employment or affiliation, and at least annually thereafter, all supervised persons sign an acknowledgement that they have read, understand and agree to comply with our Code of Ethics. We have the responsibility to make sure that the interests of all clients are placed ahead of our or our supervised persons’ own investment interests. We provide full disclosure of all material facts and conflicts of interest to clients prior to any services being conducted. We and our supervised persons must conduct business in an honest, ethical and fair manner and avoid all circumstances that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure is provided to give all clients a summary of our Code of Ethics. However, if a client or a potential client wishes to review our Code of Ethics in its entirety, a copy is provided promptly upon request. Participation in Client Transactions and Personal Trading We, our owners or our associated persons may buy or sell investment products for our personal accounts that are identical to those recommended to clients. This creates a conflict of interest. It is our express policy that all persons associated in any manner with us must place the interests of clients ahead of our own when implementing personal investments. We and our associated persons will not buy or sell securities for our personal account(s) where our decision is derived, in whole or in part, by information obtained as a result of our employment unless the information is also available to the investing public upon reasonable inquiry. In order to minimize this conflict of interest, securities recommended by us are widely held and publicly traded. Item 12 – Brokerage Practices You are under no obligation to act on our recommendations. If we assist in implementing recommendations, we are responsible for ensuring that you receive the best execution possible. Best 21 Apex Capital Management, LLC Disclosure Brochure  execution does not necessarily mean the lowest price but includes the overall services received from a broker/dealer. You should understand that not all investment advisors require the use of a particular broker/dealer. There may be other platforms that are less expensive and may provide faster execution capabilities. If you wish to use our asset management services, we participate in and recommend the custodial services of SEI Private Trust Company (“SEI”), American Funds and The Principal Financial Group (collectively, the “Custodians”). Annuity products are managed through Ameritas Life Insurance Group or Jackson National Life Insurance. The Custodians offer services which include custody of securities, trade execution, clearance, and settlement of transactions. Depending on which Custodian the client selects to maintain their accounts, clients may experience differences in customer service, transaction timing, the availability of sweep account vehicles and money market funds and other aspects of investing. In certain instances, some of these differences could cause differences in account performance. SEI provides us with certain services and benefits for placing client assets under their program. The Advisor Benefits Program includes: Invitation for a Senior Partner/Owner to attend the annual National SAC Conference Invitations to regular webinars  Fee discounts for new accounts  Access to a dedicated service liaison and support team to assist with business administration  Eligibility to receive an annual marketing budget   Complimentary FinaMetrica subscription  Advisor's custom logos on statements at no charge  Eligibility for financial support of group programs  Access to Tax Return Review Observation Service for clients  Access to an SEI economic speaker for an in-person client event, once a year  Access to SEl's exclusive, professional studio  Access to SEl's Marketing Campaign Generator and Literature Fulfillment Center   Subscription to What's New@ SEI monthly eNewsletter and annual SEI Advisor Forums  Access to Strategic Alliances on graphic design, risk profiling and financial planning software  SEI Investment Services Team support (for cases over $1 million)  SEI Advisor Transition Team access For accounts custodied with SEI, approximately 1% of client assets in each investment strategy or portfolio is allocated to the SEI Integrated Cash Program, an FDIC-insured deposit cash program administered by SEI. Under the SEI Integrated Cash Program, this cash allocation is deposited into one or more FDIC-insured bank accounts through a network of participating banks, providing FDIC insurance coverage on deposited funds (subject to applicable limits). The SEI Integrated Cash Program is a feature of SEI’s custodial platform and is not directed or controlled by the Advisor. Clients should be aware that the interest rate paid on deposits in the SEI Integrated Cash Program may be lower than rates available through alternative cash investments, including money market funds. Additionally, SEI and its affiliates may receive compensation in connection with the program, including fees from participating banks, which creates a potential conflict of interest. As part of our fiduciary duties to clients, we always endeavor to put the Client’s interests first. Clients 22 Apex Capital Management, LLC Disclosure Brochure  should be aware, however, that the receipt of economic benefits by us or our related persons in and of itself creates a conflict of interest and may indirectly influence the Advisor’s choice of a qualified custodian for custody and brokerage services. In some instances, when we do not feel you are a candidate for our management services, we may recommend you use a local broker to assist you. We do not have any arrangements, relationships or affiliations with the referred broker. We provide these recommendations only to offer a resource to assist regarding implementing your plan. You are not under any obligation to act on our recommendations. We are not making these recommendations based on any due diligence performed by us, the services provided by the broker or the cost involved in working with the broker. It is solely up to you whether or not to work with the broker and it is your responsibility to determine whether the broker is the best fit for you. Item 13 – Review of Accounts Investment advisor representatives of our firm will monitor your accounts on an ongoing basis and will review your accounts regularly. To ensure the advisory services provided to you are consistent with your investment needs goals and objectives, advisors will review your account(s) with you via a personal, Zoom or Teams meeting, phone call, text, or email at least annually, or anytime you request. You will receive statements at least quarterly from your account custodian(s) that provide detailed information about your accounts including your current allocation, the fair market value of the assets held, and all transactions. You will also receive an Annual Tax Reporting Package. Item 14 – Client Referrals and Other Compensation We may enter into agreements with unaffiliated parties (Referring Parties) to refer clients to us. If a client is referred to us, the Referring Party provides the client with a copy of our Disclosure Brochure as required by the Investment Advisers Act. The client also receives a copy of the disclosure statement containing the information set forth in of the Investment Advisers Act. If a Referring Party client enters into an investment advisory agreement with us, a referral fee is paid to the Referring Party that can be either a one-time flat fee or a recurring fee based on a percentage of the annual advisory fee collected by us. The referral relationship will not result in clients being charged any fees over and above the normal advisory fees charged for the advisory services provided. The referral agreements between Advisor and the Referring Parties are in compliance with regulations as set out in the Rules under the Investment Advisers Act. As referenced in Item 12- Brokerage Practices Apex receives additional benefits and services from SEI. Please refer to Item 12 – Brokerage Practices for more specific information. Please also see Item 10, Other Financial Industry Activities and Affiliations, for information concerning the referrals from affiliated accounting firms. Item 15 – Custody Custody, in the context of investment advisors, refers to having access or control over client funds and/or securities, but NOT the ability to execute transactions in client accounts. Custody is not limited to physically holding client assets. If an investment advisor can access or control client funds or securities, they are 23 Apex Capital Management, LLC Disclosure Brochure  considered to have custody under the Investment Advisers Act and must implement proper procedures. It is important to note that the ability to trade in client accounts does not count as custody. Since we have the authority to have fees deducted directly from client accounts, we are considered to have custody of client funds and securities, but this is the only form of custody we have. Despite this, we do not physically maintain custody of client funds and securities. For accounts where we are deemed to have custody, we have established procedures to ensure that all client funds and securities are held at a qualified custodian in a separate account under the client's name. Clients, or an independent representative, will direct the creation of all accounts in writing, ensuring they are aware of the custodian’s name, address, and how the funds or securities are maintained. Account statements are sent directly from the qualified custodian to each client, or their representative, at least quarterly. Clients should carefully review these statements and contact us with any questions about their account statements. Item 16 – Investment Discretion Our asset management services may be provided on a discretionary basis, meaning we make all decisions to buy, sell, or hold securities, cash, or other investments in your managed account without consulting you before executing transactions. By signing the management agreement, you give us written authorization to use this discretionary authority. You can impose certain restrictions on how your account is managed. However, our discretionary authority is limited. Except for fees deducted by the custodian and paid to us, we do not have access to your funds or securities. In the account application, you authorize the custodian to deduct the fees from your account and pay them directly to us. When you sign the tri-party agreement (application) with us and SEI, you also appoint SEI to manage the assets in each Managed Account Portfolio in accordance with the strategy you select. SEI may delegate its responsibility for selecting particular securities to one or more portfolio managers. For a complete description of SEI’s investment management structure and authority, please refer to Item 5, Fees and Compensation, Asset Management Services. If management services are provided on a non-discretionary basis, we will always contact you before making any transactions in your account. You must approve or reject our investment recommendations, including (1) the security being recommended, (2) the number of shares or units, and (3) whether to buy or sell. Once these factors are agreed upon, we are responsible for deciding when to make the purchase or sale and at what price. Please note that if we are unable to reach you or if you respond slowly, it could affect the timing of trades, and we may not achieve the optimal trading price. Item 17 – Voting Client Securities We do not vote proxies on your behalf; it is your responsibility to vote all proxies for securities held in your account. Proxy materials are sent directly to you, and you should read through the information provided with the proxy-voting document and make your decision. We do not provide clarification or recommendations regarding any proxy voting issues. 24 Apex Capital Management, LLC Disclosure Brochure  Item 18 – Financial Information This item is not applicable to our brochure. We do not require or solicit prepayment of more than $500 in fees from any client, six months or more in advance. As a result, we are not required to include a balance sheet for our most recent fiscal year. Additionally, we are not facing any financial condition that would likely impair our ability to meet contractual commitments to clients. Finally, we have not been the subject of any bankruptcy petition. 25 Apex Capital Management, LLC Disclosure Brochure