Overview

Assets Under Management: $227 million
Headquarters: CHATTANOOGA, TN
High-Net-Worth Clients: 156
Average Client Assets: $852,118

Services Offered

Services: Financial Planning, Portfolio Management for Individuals, Educational Seminars

Fee Structure

Primary Fee Schedule (APEX STRATEGIC WEALTH ADV PART 2, APPENDIX 1)

MinMaxMarginal Fee Rate
$0 $1,000,000 2.25%
$1,000,001 $2,000,000 1.80%
$2,000,001 $5,000,000 1.55%
$5,000,001 $25,000,000 1.00%
$25,000,001 $50,000,000 0.90%
$50,000,001 and above 0.80%

Minimum Annual Fee: $2,000

Illustrative Fee Rates
Total AssetsAnnual FeesAverage Fee Rate
$1 million $22,500 2.25%
$5 million $87,000 1.74%
$10 million $137,000 1.37%
$50 million $512,000 1.02%
$100 million $912,000 0.91%

Clients

Number of High-Net-Worth Clients: 156
Percentage of Firm Assets Belonging to High-Net-Worth Clients: 58.49
Average High-Net-Worth Client Assets: $852,118
Total Client Accounts: 1,331
Discretionary Accounts: 1,331

Regulatory Filings

CRD Number: 308569
Last Filing Date: 2025-02-19 00:00:00
Website: https://lpl.com

Form ADV Documents

Primary Brochure: APEX STRATEGIC WEALTH ADV PART 2, APPENDIX 1 (2025-05-29)

View Document Text
Item 1 Cover Page STRATEGIC WEALTH, LLC Part 2A Appendix 1 of Form ADV: Wrap Fee Program Brochure APEX Strategic Wealth, LLC 3800 St. Elmo Ave. Suite 305 Chattanooga, Tennessee 37409 Telephone: 423-267-0046 Email: robert.pragnell@lpl.com WRAP FEE PROGRAM BROCHURE May 29, 2025 This wrap fee program brochure provides information about the qualifications and business practices of Apex Strategic Wealth, LLC. If you have any questions about the contents of this brochure, please contact us at 423-267-0046 or robert.pragnell@lpl.com. 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. Registration with the SEC or with any state securities authority does not imply a certain level of skill or training. Additional information about Apex Strategic Wealth, LLC also is available on the SEC's website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm's CRD number is 308569. Item 2 Material Changes This Firm Brochure dated May 29, 2025, reflects several material changes since our last annual update. Effective May 21, 2025, Robert Pragnell has been appointed Chief Executive Officer (CEO) of the Firm while continuing in the role of Chief Compliance Officer (CCO). In addition, Brandi Bolden has assumed the roles of Chief Operating Officer (COO), Chief Financial Officer (CFO), and Secretary. Christopher Brum- Taylor has been appointed as the Firm’s Chief Investment Officer (CIO). The Firm also welcomes John T. Garmany, Jr. as a new partner. Consistent with the rules, we will ensure that you receive a summary of any material changes to this and subsequent Brochures within 120 days of the close of our business' fiscal year. Furthermore, we will provide you with other interim disclosures about material changes as necessary. Page 2 Item 3 Table of Contents Item 1 Cover Page 1 Item 2 Material Changes 2 Item 3 Table of Contents 3 Item 4 Services Fees and Compensation 4 Item 5 Account Requirements and Types of Clients 10 Item 6 Portfolio Manager Selection and Evaluation 11 Item 7 Client Information Provided to Portfolio Managers 12 Item 8 Item 9 Client Contact With Portfolio Managers Additional Information 12 12 Page 3 Item 4 Services Fees and Compensation SERVICES Apex Strategic Wealth, LLC is a SEC-registered investment adviser with our principal place of business located in Chattanooga, Tennessee. Apex Strategic Wealth, LLC began conducting business in 2020. We sponsor the Wrap Fee Program Brochure (the "Program"). A wrap fee program is an advisory program under which a specified fee or fees not based directly on transactions in the client's account is charged for advisory services, which may include portfolio management or advice concerning the selection of other investment advisers, and the execution of client transactions. Our offering consists of portfolio management services. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. This Wrap Fee Program Brochure is limited to describing the services, fees, and other necessary information clients should consider prior to becoming a client within the Program. For a complete description of the other services and fees offered by our firm, clients should refer to our Form ADV Part 2: Firm Brochure. You may obtain a copy of our Firm Brochure by contacting Robert Pragnell at 423-267-0046 or robert.pragnell@lpl.com. WRAP FEE PROGRAM Through the Program, clients are provided with portfolio management services using model asset allocation portfolios. Each model portfolio is designed to meet a particular investment goal. Through personal discussions with the client in which the client's goals and objectives are established, we determine if the model portfolio is suitable to the client's circumstances. Once we determine the suitability of the portfolio, the portfolio is managed based on the portfolio's goal and on each client's individual needs. Clients, nevertheless, have the opportunity to place reasonable restrictions on the types of investments to be held in their account. Clients retain individual ownership of all securities. Account supervision is guided by the client's stated objectives (i.e., maximum capital appreciation, growth, income, or growth and income), as well as tax considerations. The individuals associated with Apex Strategic Wealth, LLC who provide our investment advisory services serve as the client's financial consultant. The financial consultant assists the client in understanding the nature of the Program and determining its suitability, identifying the client's investment objectives, establishing the client's risk tolerance; all based on information provided by the client concerning their financial situation, personal and financial goals, risk tolerance, investment time horizon and other similar factors. After assisting in its development, the financial consultant provides a copy of the client's investment profile to the selected portfolio manager for review and approval. The financial consultant will continue to monitor the client's Program account to ensure that the investment style and portfolio manager(s) Page 4 selected by the client continues to match the client's investment profile. The financial consultant must meet with the client at least annually (either in person or via telephone) to evaluate the client's ongoing participation and specifically determine whether there has been any change in the client's financial circumstances. Any such changes will be communicated by the financial consultant to the client's selected portfolio manager(s). A complete description of the independent manager's services, fee schedules and account minimums (if any) will be disclosed in the independent manager's applicable Form ADV disclosure brochure(s) which will be provided to clients at the time an agreement for services is executed and account is established. Fees We provide an initial financial plan for a fee of .20% of the value of the total assets covered by the plan with a minimum fee of $1,000. We charge an annual fee of .05% of the total assets covered by the plan for updates to the financial plan. Our fees are negotiable and will depend on the scope and complexity of the plan, your situation, and your financial objectives. An estimate of the total time/cost will be determined at the start of the advisory relationship. In limited circumstances, the cost/time could potentially exceed the initial estimate. In such cases, we will notify you and request that you approve the additional fee. We require that you pay one half of the fee in advance and the remaining portion upon the completion of the services rendered. We will not require prepayment of a fee more than six months in advance and in excess of $1200. The annualized fees for this program are charged as a percentage of the value of the client's portfolio, according to the following schedule: ASSETS UNDER MANAGEMENT First $1,000,000 $1,000,000 - $2,000,000 $2,000,000 - $5,000,000 $5,000,000 - $25,000,000 $25,000,000 - $50,000,000 $50,0000,000 and above ANNUAL FEE* 2.25% 1.80% 1.55% 1.00% 0.90% 0.80% *We can impose a minimum annual fee of $2,000 per household. The fee schedule is blended, meaning that you will be charged the corresponding fee based upon the value of your account at each tier. Certain clients may be charged higher or lower fees than the fee schedule above. How are Fees Charged? Program fees are charged quarterly in advance based on the value of your account on the last business day of the previous quarter. If the client agreement is executed at any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. Our advisory fee is negotiable, depending on individual client circumstances. Page 5 What services are covered by the Program fees? The Program fees pay for our firm's advisory services to clients, brokerage and custodial fees as well as administrative expenses of the Program. Upon entering into a wrap fee account arrangement with Apex Strategic Wealth, LLC, clients are free to designate any broker-dealer for executing securities transactions, including their continuation of a previous broker-dealer relationship. Clients can also elect to designate LPL Financial as their executing broker-dealer. Payments to the broker-dealer for its execution services will be accomplished via the wrap fee charges to the account. Clients should be aware that while we strive to maintain our fiduciary duty to clients at all times, there may be an incentive for us to trade less actively in client accounts because we assume the costs of executing transactions for all accounts within this program. LPL Financial Advisory Programs We provide advisory services through programs sponsored by LPL Financial Corporation ("LPL"), a registered investment advisor and broker-dealer. For more information regarding the LPL programs, including more information on the advisory services and fees that apply, the types of investments available in the programs and the conflicts of interest presented by the programs please see Form ADV Part 2 or the applicable LPL Wrap Fee Brochure and the applicable client agreement. For more information regarding the LPL programs, including more information on the advisory services and fees that apply, the types of investments available in the programs and the conflicts of interest presented by the programs please see Form ADV Part 2 or the applicable LPL Wrap Fee Brochure and the applicable client agreement. Manager Access Select Program Manager Access Select offers clients the ability to participate in the Separately Managed Account Platform (the “SMA Platform”) or the Model Portfolio Platform (the “MP Platform”). In the SMA Platform, APEX will assist client in identifying a third party portfolio manager (SMA Portfolio Manager) from a list of SMA Portfolio Managers made available by LPL, and the SMA Portfolio Manager manages client’s assets on a discretionary basis. APEX will provide initial and ongoing assistance regarding the SMA Portfolio Manager selection process. In the MP Platform, clients authorize LPL to direct the investment and reinvestment of the assets in their accounts, in accordance with the selected model portfolio provided by LPL’s Research Department or a third-party investment advisor. A minimum account value of $50,000 is required for Manager Access Select, however, in certain instances, the minimum account size may be lower or higher. Optimum Market Portfolios Program (OMP) OMP offers clients the ability to participate in a professionally managed asset allocation program using Optimum Funds shares. Under OMP, client will authorize LPL on a discretionary basis to purchase and sell Optimum Funds pursuant to investment objectives chosen by the client. APEX will assist the client in determining the suitability of OMP for the client and assist the client in setting an appropriate investment objective. APEX will have discretion to select a mutual fund asset allocation portfolio designed by LPL consistent with the client’s investment objective. LPL will have discretion to purchase and sell Optimum Funds pursuant to the portfolio selected for the client. LPL will also have authority to rebalance the account. Page 6 A minimum account value of $10,000 is required for OMP. In certain instances, LPL will permit a lower minimum account size. Personal Wealth Portfolios Program (PWP) PWP offers clients an asset management account using asset allocation model portfolios designed by LPL. APEX will have discretion for selecting the asset allocation model portfolio based on client’s investment objective. APEX will also have discretion for selecting third party money managers (PWP Advisors), mutual funds and ETFs within each asset class of the model portfolio. LPL will act as the overlay portfolio manager on all PWP accounts and will be authorized to purchase and sell on a discretionary basis mutual funds, ETFs and equity and fixed income securities. A minimum account value of $250,000 is required for PWP. In certain instances, LPL will permit a lower minimum account size. Model Wealth Portfolios Program (MWP) MWP offers clients a professionally managed mutual fund asset allocation program. APEX will obtain the necessary financial data from the client, assist the client in determining the suitability of the MWP program and assist the client in setting an appropriate investment objective. APEX will initiate the steps necessary to open an MWP account and have discretion to select a model portfolio designed by LPL’s Research Department consistent with the client’s stated investment objective. LPL’s Research Department, a third-party portfolio strategist and/or Advisor, through its IAR, may act as a portfolio strategist responsible for selecting the mutual funds or ETFs within a model portfolio and for making changes to the mutual funds or ETFs selected. The client will authorize LPL to act on a discretionary basis to purchase and sell mutual funds and ETFs and to liquidate previously purchased securities. The client will also authorize LPL to effect rebalancing for MWP accounts. MWP requires a minimum asset value for a program account to be managed. The minimums vary depending on the portfolio(s) selected and the account’s allocation amongst portfolios. The lowest minimum for a portfolio is $25,000. In certain instances, a lower minimum for a portfolio is permitted. Small Market Solution (SMS) Program Under SMS, LPL Research (a team of investment professionals within LPL) creates and maintains a series of different investment menus (“Investment Menus”) consisting of a mix of different asset classes and investment vehicles (“investment options”) for clients that sponsor and maintain participant-directed defined contribution plans (“Plan Sponsors”). The Plan Sponsor is responsible for selecting the Investment Menu that it believes is appropriate based on the demographics and other characteristics of the Plan and its participants. LPL Research is responsible for the selection and monitoring of the investment options made available through Investment Menus. The investment options that are offered through SMS are limited to the specific investments available through the record keeper that the Plan Sponsor selects. The Plan Sponsor may only select an Investment Menu in its entirety and does not have the option to remove or substitute an investment option. In addition to the services described above, Plan Sponsor may also select from a number of consulting services available under SMS that are provided by APEX. These consulting services may include, but are Page 7 not limited to: general education, and support regarding the Plan and the investment options selected by Plan Sponsor; assistance regarding the selection of, and ongoing relationship management for, record keepers and other third-party vendors; Plan participant enrollment support; and participant-level education regarding investment in the Plan. These consulting services do not include any individualized investment advice to the Plan Sponsor or Plan participants with respect to Plan assets. Guided Wealth Portfolios (GWP) GWP offers clients the ability to participate in a centrally managed, algorithm-based investment program, which is made available to users and clients through a web-based, interactive account management portal (“Investor Portal”). Investment recommendations to buy and sell exchange-traded funds and open-end mutual funds are generated through proprietary, automated, computer algorithms (collectively, the “Algorithm”) of FutureAdvisor, Inc. (“FutureAdvisor”), based upon model portfolios constructed by LPL and selected for the account as described below (such model portfolio selected for the account, the “Model Portfolio”). Communications concerning GWP are intended to occur primarily through electronic means (including but not limited to, through email communications or through the Investor Portal), although APEX will be available to discuss investment strategies, objectives or the account in general in person or via telephone. A preview of the Program (the “Educational Tool”) is provided for a period of up to forty-five (45) days to help users determine whether they would like to become advisory clients and receive ongoing financial advice from LPL, FutureAdvisor and APEX by enrolling in the advisory service (the “Managed Service”). The Educational Tool and Managed Service are described in more detail in the GWP Program Brochure. Users of the Educational Tool are not considered to be advisory clients of LPL, FutureAdvisor or APEX, do not enter into an advisory agreement with LPL, FutureAdvisor or APEX, do not receive ongoing investment advice or supervisions of their assets, and do not receive any trading services. A minimum account value of $5,000 is required to enroll in the Managed Service. Because some types of investments involve certain additional degrees of risk, they will only be implemented/recommended when consistent with the client's stated investment objectives, tolerance for risk, liquidity and suitability. Charles Schwab & Co., Inc: In addition to the assets in the accounts if $75,000 or more in assets are deposited into an account after the inception of a quarter, the fee payable with respect to such total deposited assets will be prorated based on the number of days remaining in the quarter. If more than $75,000 in assets are withdrawn from an account after the inception of a quarter, the unearned fee with respect to such assets will be credited towards your next quarter’s fee. Clients may withdraw assets from the account after providing us with notice. All withdrawals are subject to customary securities settlement procedures. LPL Financial Corporation Accounts: If assets are deposited into an account after the inception of a quarter, the fee payable with respect to such assets will be prorated based on the number of days remaining in the quarter. If any assets are withdrawn from an account after the inception of a quarter, the unearned fee with respect to such assets will be credited towards your next quarter’s fee. Clients may withdraw assets from the account after providing us with notice. All withdrawals are subject to customary securities settlement procedures. Page 8 TYPES OF INVESTMENTS We primarily offer advice on equity securities, warrants, corporate debt securities, commercial paper, certificates of deposit, municipal securities, investment company securities, U.S. Government securities, options contracts on securities, interests in partnerships investing in real estate and oil and gas, managed futures, hedge funds and other alternative investments. Additionally, we may advise you on any type of investment that we deem appropriate based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. You may request that we refrain from investing in particular securities or certain types of securities. You must provide these restrictions to our firm in writing. GENERAL INFORMATION Termination of the Advisory Relationship: You may terminate the agreement with written notice within 5 days of the signing of the agreement, without penalty. Thereafter, you may terminate the financial planning agreement upon 30 day's written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the agreement. If you have pre- paid fees that we have not yet earned, you will receive a prorated refund of those fees. ERISA Accounts: Apex Strategic Wealth, LLC is deemed to be a fiduciary to advisory clients that are employee benefit plans or individual retirement accounts (IRAs) pursuant to the Employee Retirement Income and Securities Act ("ERISA"), and regulations under the Internal Revenue Code of 1986 (the "Code"), respectively. As such, our firm is subject to specific duties and obligations under ERISA and the Internal Revenue Code that include among other things, restrictions concerning certain forms of compensation. To avoid engaging in prohibited transactions, Apex Strategic Wealth, LLC may only charge fees for investment advice about products for which our firm and/or our related persons do not receive any commissions or 12b-1 fees, or conversely, investment advice about products for which our firm and/or our related persons receive commissions or 12b-1 fees, however, only when such fees are used to offset Apex Strategic Wealth, LLC's advisory fees. Other Fees and Expenses. As part of our investment advisory services to you, we may invest, or recommend that you invest, in mutual funds and exchange traded funds. We will invest your account, when suitable, in no load mutual funds. The fees that you pay to our firm for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. You will also incur transaction charges and/or brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by the broker-dealer or custodian through whom your account transactions are executed. We do not share in any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange traded funds, our firm, and others. Mutual Fund Fees: All fees paid to Apex Strategic Wealth, LLC for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are described in each fund's prospectus. These fees will generally Page 9 include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without our services. In that case, the client would not receive the services provided by our firm, which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Exchange-Traded Funds. Shares of ETFs held in client accounts are bought and sold on an exchange and not, like mutual funds, directly from the fund itself. The price of ETF shares fluctuates in accordance with changes in the net asset value (NAV) per share, as well as in response to market supply and demand. Accordingly, ETF shares may trade at a price which differs from NAV per share of the ETF. Fees are Negotiated. The Program fees set forth in this Wrap Fee Program Brochure are the maximum annual rates for each Program. Fees are negotiated and may differ from client to client based on a number of factors, including the type and size of the account, and the selected investment manager(s), among other possible criteria. The actual rates agreed upon between the client and our firm with respect to a Program account are set forth in the related client agreement. Additional Information about Program fees. Under the Program, the participant receives investment advisory services, the execution of securities brokerage transactions, custody and reporting services for a single specified Program Fee. Clients are cautioned that depending on the level of fees charged by the executing broker-dealer, and the amount of portfolio activity in the clients' account, the value of the services provided under this Program may exceed the total cost of such services had they been provided separately. In addition, the Program Fee may be higher or lower than that charged by other sponsors of comparable wrap fee programs. Advisory Fees in General: Clients should note that similar advisory services may (or may not) be available from other registered (or unregistered) investment advisers for similar or lower fees. Limited Prepayment of Fees: Under no circumstances do we require or solicit payment of fees in excess of $1200 more than six months in advance of services rendered. Item 5 Account Requirements and Types of Clients MINIMUM ACCOUNT REQUIREMENTS Participation in this Program is subject to certain minimum account requirements. For a more detailed understanding of these requirements, please review the disclosures provided in the preceding section. We can impose a minimum annual fee of $2,000 per household for portfolio management services. LPL Financial Advisory Programs LPL OMP: this program has a minimum account size of 15,000. LPL PWP: this program has a minimum account size of $250,000. LPL MWP: this program has a minimum account size of $100,000. LPL Manager Access Select: this program has a minimum account size of $100,000, however, in certain instances; the minimum account size may be lower or higher. Page 10 TYPES OF CLIENTS Apex Strategic Wealth, LLC provides advisory services in the Program, where appropriate, to: Individuals; • • High net worth individuals; • Banking or thrift institutions; • Pension and profit sharing plans (but not the plan participants); • Trusts; • Estates; • Corporations; • Charitable Organizations; and • Other business entities. Item 6 Portfolio Manager Selection and Evaluation PORTFOLIO MANAGER SELECTION As previously disclosed, Apex Strategic Wealth, LLC recommends the services of independent managers to provide asset management services to our clients based on the client's individualized needs. The independent manager based upon the stated investment objectives of the client will then manage all of the client’s assets. The recommendation of an independent asset manager is contingent upon that manager passing our due diligence requirements. Apex Strategic Wealth, LLC will not recommend the use of an independent manager unless the manager is registered or exempt from registration as an investment adviser in the client's home state. We evaluate independent asset managers based on extensive information provided by that manager, including descriptions of its investment process, asset allocation strategies, sample portfolios, and the independent manager's disclosure brochure(s). We also analyze performance, risk characteristics and management style. The client selects investment managers after a profile interview is completed with the prospective client. A manager is selected whose discipline style and manner is most compatible with the client's risk/reward performance. Manager review is performed at least annually. If the client is dissatisfied with that manager for any reason, a more in-depth review of the manager's performance is conducted consistent with the client's financial profile. If there are meaningful inconsistencies between the two, typically that manager will be replaced. Circumstances under which an asset manager might be removed include (but are not limited to) poor performance, significant departure from the manager's stated investment discipline, or material changes in the organization. Similarly, Apex Strategic Wealth, LLC may, as an alternative, recommend changing managers for any of the foregoing or other reasons, including a client's dissatisfaction. Page 11 PORTFOLIO PERFORMANCE REPORTING Certain investment managers may provide performance information directly to clients. Apex Strategic Wealth, LLC does not conduct reviews of reported portfolio manager performance, nor do we engage any third-party to conduct such reviews. Accordingly, the information being reported may or may not be calculated on a uniform and consistent basis. AFFILIATED PORTFOLIO MANAGERS As previously disclosed, all client assets in this program are managed by our portfolio managers. Please refer to Item 4 for a detailed description of Program’s services and fees. Item 7 Client Information Provided to Portfolio Managers Individuals affiliated with our firm are responsible for developing an initial financial profile of the prospective client. Prior to opening an account, we assist in determining a participant's profile for the Program by obtaining from the participant appropriate information (i.e., investment objectives, risk tolerance, time horizon, and any reasonable restrictions the client wishes to impose upon the management of the account). Initial investment strategy is jointly determined based on an assessment of the information provided by the client. While we provide the client with periodic reminders, it remains the client's responsibility to advise us of any changes to the information previously provided that might impact the ongoing suitability of any prior determined investment strategies and/or objectives. We will prompt communicate any reported changes to the client's portfolio manager. Apex Strategic Wealth, LLC's investment adviser representatives will directly contact each wrap fee program client at least annually to verify that there has been no change in the client's financial circumstances and/or investment objectives, and determine whether the client wishes to impose any reasonable restrictions on the management of the account(s). Any such changes or requests are communicated in writing to the client's portfolio manager, who is responsible for implementing appropriate adjustments to the client's portfolio. Item 8 Client Contact With Portfolio Managers Apex Strategic Wealth, LLC's investment adviser representatives are reasonably available to consult with clients regarding the status of their account. Item 9 Additional Information Disciplinary Information We are required to disclose any legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management. Our firm and our management personnel have no reportable disciplinary events to disclose. Page 12 Other Financial Industry Activities and Affiliations Registrations with Broker-Dealer. Persons providing investment advice on behalf of our firm are registered representatives with LPL Financial Corporation. Please see the "Fees and Compensation" section in this Brochure for more information on the compensation received by registered representatives who are affiliated with our firm. As a result of this relationship, LPL Financial may have access to certain confidential information (e.g., financial information, investment objectives, transactions and holdings) about our clients, even if the client does not establish any account through LPL. Insurance Business. In addition, Associated Persons of our firm are also licensed as independent insurance agents with various insurance agencies and can sell insurance products to you (i.e. life, health, and long term care products) and earn commissions. Our firm is also a licensed insurance agency and may also receive commissions from the sale of insurance products. Insurance commissions earned are separate and in addition to our advisory fees. This practice presents a conflict of interest because persons providing investment advice on behalf of our firm who are insurance agents have an incentive to recommend insurance products to you for the purpose of generating commissions rather than solely based on your needs. However, you are under no obligation, contractually or otherwise, to purchase insurance products through any person affiliated with our firm. Neither Apex Strategic Wealth, LLC nor its representatives are registered as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Our firm has adopted a Code of Ethics which sets forth high ethical standards of business conduct that we require of our employees, including compliance with applicable federal securities laws. Apex Strategic Wealth, LLC and our personnel owe a duty of loyalty, fairness and good faith towards our clients, and have an obligation to adhere not only to the specific provisions of the Code of Ethics but to the general principles that guide the Code. Our Code of Ethics includes policies and procedures for the review of quarterly securities transactions reports as well as initial and annual securities holdings reports that must be submitted by the firm's access persons. Among other things, our Code of Ethics also requires the prior approval of any acquisition of securities in a limited offering (e.g., private placement) or an initial public offering. Our code also provides for oversight, enforcement and recordkeeping provisions. Apex Strategic Wealth, LLC's Code of Ethics further includes the firm's policy prohibiting the use of material non-public information. While we do not believe that we have any particular access to non- public information, all employees are reminded that such information may not be used in a personal or professional capacity. A copy of our Code of Ethics is available to our advisory clients and prospective clients. You may request a copy by email sent to robert.pragnell@lpl.com, or by calling us at 423-267-0046. Apex Strategic Wealth, LLC and individuals associated with our firm are prohibited from engaging in principal transactions. Apex Strategic Wealth, LLC and individuals associated with our firm are prohibited from engaging in Page 13 agency cross transactions. Review of Accounts The Investment Team will monitor your account on an ongoing basis and will re-balance your portfolio(s) as market conditions and your circumstances change. In addition, he will conduct internal account reviews on a quarterly basis to ensure that the advisory services provided to you are consistent with your stated investment needs and objectives. Additional reviews may be conducted based on various circumstances, including, but not limited to: changes in your financial circumstances; • contributions and withdrawals; • year-end tax planning; • • market moving events; security specific events; and/or, • changes in your risk/return objectives. • LPL will provide portfolio management clients with a performance report on a quarterly basis as well as account statements and confirmations of transactions. LPL Manager Access Select, Model Wealth Portfolios and Personal Wealth Portfolios Programs: In addition to the quarterly portfolio reports described in the Form ADV Part 2 of LPL, LPL will transmit to clients account statements showing all transactions in cash and securities and all deposits and withdrawals of principal and income during the preceding calendar month. Client Referrals and Other Compensation It is Apex Strategic Wealth, LLC's policy not to engage solicitors or to pay related or non-related persons for referring potential clients to our firm. It is Apex Strategic Wealth, LLC's policy not to accept or allow our related persons to accept any form of compensation, including cash, sales awards or other prizes, from a non-client in conjunction with the advisory services we provide to our clients. Financial Information Apex Strategic Wealth, LLC is not required to provide financial information to our clients due to the following circumstances: • Under no circumstances do we require or solicit payment of fees in excess of $1200 per client more than six months in advance of services rendered. • Apex Strategic Wealth, LLC has not been the subject of a bankruptcy petition at any time during the past ten years. Page 14

Additional Brochure: APEX STRATEGIC WEALTH ADV PART 2A (2025-05-29)

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Item 1 Cover Page STRATEGIC WEALTH, LLC Part 2A of Form ADV: Firm Brochure Apex Strategic Wealth, LLC 3800 St. Elmo Ave. Suite 305 Chattanooga, Tennessee 37409 Telephone: 423-267-0046 Email: robert.pragnell@lpl.com May 29, 2025 This brochure provides information about the qualifications and business practices of Apex Strategic Wealth, LLC. If you have any questions about the contents of this brochure, please contact us at 423-267-0046 or robert.pragnell@lpl.com. 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. Registration with the SEC or with any state securities authority does not imply a certain level of skill or training. Additional information about Apex Strategic Wealth, LLC also is available on the SEC's website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm's CRD number is 308569. Item 2 Material Changes This Firm Brochure dated May 29, 2025, reflects several material changes since our last annual update. Effective May 21, 2025, Robert Pragnell has been appointed Chief Executive Officer (CEO) of the Firm while continuing in the role of Chief Compliance Officer (CCO). In addition, Brandi Bolden has assumed the roles of Chief Operating Officer (COO), Chief Financial Officer (CFO), and Secretary. Christopher Brum-Taylor has been appointed as the Firm’s Chief Investment Officer (CIO). The Firm also welcomes John T. Garmany, Jr. as a new partner. Consistent with the rules, we will ensure that you receive a summary of any material changes to this and subsequent Brochures within 120 days of the close of our business' fiscal year. Furthermore, we will provide you with other interim disclosures about material changes as necessary. Page 2 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 Item 5 Fees and Compensation 9 Item 6 Performance-Based Fees and Side-By-Side Management 14 Item 7 Types of Clients 14 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss 15 Item 9 Disciplinary Information 18 Item 10 Other Financial Industry Activities and Affiliations 18 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 19 Item 12 Brokerage Practices 20 Item 13 Review of Accounts 24 Item 14 Client Referrals and Other Compensation 25 Item 15 Custody 25 Item 16 Investment Discretion 25 Item 17 Voting Client Securities Item 18 Financial Information 26 26 Page 3 Item 4 Advisory Business Apex Strategic Wealth, LLC (“APEX”) is a SEC-registered investment adviser with its principal place of business located in Tennessee. Apex Strategic Wealth, LLC began conducting business in 2020. Listed below are the firm's principal shareholders. • SolomonWood Global, LLC, Owner • Robert Pragnell, Chief Executive Officer / Chief Compliance Officer / Owner/President • John T Garmany, Partner In addition, the following information identifies individuals that indirectly own 25% or more of our firm: • William Stuart Wood, Partner Our wealth management services consist of individual portfolio management and financial planning services. Clients may retain APEX to provide portfolio management and financial planning or may engage us to provide either service exclusive of the other. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As of December 31, 2024, our assets under management stand at a total of $227,271,694, all of which are discretionary. Apex Strategic Wealth, LLC offers the following advisory services to our clients: INDIVIDUAL PORTFOLIO MANAGEMENT We offer discretionary and non-discretionary authority to manage your account. Written discretionary authorization will allow our firm to determine the specific securities, and the amount of securities, to be purchased or sold for your account without your approval prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm. If you enter into non-discretionary arrangements with our firm, we must obtain your approval prior to executing any transactions on behalf of your account. Our firm provides continuous asset management of client funds based on the individual needs of the client. Through personal discussions in which goals and objectives based on the client's particular circumstances are established, we develop the client's personal investment strategy. We create and manage a portfolio based on that strategy. During our data-gathering process, we determine the client's individual objectives, time horizons, risk tolerance, and liquidity needs. As appropriate, we may also review and discuss a client's prior investment history, as well as family composition and background. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Once the client's portfolio has been established, we review the portfolio periodically and if necessary, rebalance the portfolio on an annual basis, based on the client's individual needs. Page 4 Types of Investments We primarily offer advice on equity securities, warrants, corporate debt securities, commercial paper, certificates of deposit, municipal securities, investment company securities, U.S. Government securities, options contracts on securities, interests in partnerships investing in real estate and oil and gas, managed futures, hedge funds and other alternative investments. Additionally, we may advise you on any type of investment that we deem appropriate based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. You may request that we refrain from investing in particular securities or certain types of securities. You must provide these restrictions to our firm in writing. Because some types of investments involve certain additional degrees of risk, they will only be recommended when consistent with the client's stated investment objectives, tolerance for risk, liquidity and suitability. PROGRAM PORTFOLIO MANAGEMENT Our firm provides continuous portfolio management services to clients using various LPL model programs. Each model program is designed to meet a particular investment goal. We provide discretionary management services tailored to meet the needs and investment objectives of our clients. The management services are based on static and dynamic model programs. Static model strategies are based on current and past performance of different sectors and dynamic model strategies are generally more aggressive in nature based on current and expected future performance of asset classes. If you retain our firm for management services, we will meet with you to determine your investment objectives, risk tolerance, and other relevant information at the beginning of our advisory relationship. We will use the suitability information we gather to develop a strategy that enables our firm to construct an investment portfolio for you which will be based on a model portfolio. Once we select a model portfolio for you, we will monitor your portfolio's performance periodically, and if necessary, rebalance the portfolio on an annual basis, based on the client's individual needs. LPL Financial Advisory Programs APEX provides these advisory services through programs sponsored by LPL Financial Corporation ("LPL"), a registered investment advisor and broker-dealer. Below is a brief description of each LPL advisory program. For more information regarding the LPL programs, including more information on the advisory services and fees that apply, the types of investments available in the programs and the conflicts of interest presented by the programs please see Form ADV Part 2 or the applicable LPL Wrap Fee Brochure and the applicable client agreement. Manager Access Select Program Manager Access Select offers clients the ability to participate in the Separately Managed Account Platform (the “SMA Platform”) or the Model Portfolio Platform (the “MP Platform”). In the SMA Platform, APEX will assist client in identifying a third party portfolio manager (SMA Portfolio Manager) from a list of SMA Portfolio Managers made available by LPL, and the SMA Portfolio Manager manages Page 5 client’s assets on a discretionary basis. APEX will provide initial and ongoing assistance regarding the SMA Portfolio Manager selection process. In the MP Platform, clients authorize LPL to direct the investment and reinvestment of the assets in their accounts, in accordance with the selected model portfolio provided by LPL’s Research Department or a third-party investment advisor. A minimum account value of $50,000 is required for Manager Access Select, however, in certain instances, the minimum account size may be lower or higher. Optimum Market Portfolios Program (OMP) OMP offers clients the ability to participate in a professionally managed asset allocation program using Optimum Funds shares. Under OMP, client will authorize LPL on a discretionary basis to purchase and sell Optimum Funds pursuant to investment objectives chosen by the client. APEX will assist the client in determining the suitability of OMP for the client and assist the client in setting an appropriate investment objective. APEX will have discretion to select a mutual fund asset allocation portfolio designed by LPL consistent with the client’s investment objective. LPL will have discretion to purchase and sell Optimum Funds pursuant to the portfolio selected for the client. LPL will also have authority to rebalance the account. A minimum account value of $10,000 is required for OMP. In certain instances, LPL will permit a lower minimum account size. Personal Wealth Portfolios Program (PWP) PWP offers clients an asset management account using asset allocation model portfolios designed by LPL. APEX will have discretion for selecting the asset allocation model portfolio based on client’s investment objective. APEX will also have discretion for selecting third party money managers (PWP Advisors), mutual funds and ETFs within each asset class of the model portfolio. LPL will act as the overlay portfolio manager on all PWP accounts and will be authorized to purchase and sell on a discretionary basis mutual funds, ETFs and equity and fixed income securities. A minimum account value of $250,000 is required for PWP. In certain instances, LPL will permit a lower minimum account size. Model Wealth Portfolios Program (MWP) MWP offers clients a professionally managed mutual fund asset allocation program. APEX will obtain the necessary financial data from the client, assist the client in determining the suitability of the MWP program and assist the client in setting an appropriate investment objective. APEX will initiate the steps necessary to open an MWP account and have discretion to select a model portfolio designed by LPL’s Research Department consistent with the client’s stated investment objective. LPL’s Research Department, a third-party portfolio strategist and/or Advisor, through its IAR, may act as a portfolio strategist responsible for selecting the mutual funds or ETFs within a model portfolio and for making changes to the mutual funds or ETFs selected. The client will authorize LPL to act on a discretionary basis to purchase and sell mutual funds and ETFs and to liquidate previously purchased securities. The client will also authorize LPL to effect rebalancing for MWP accounts. Page 6 MWP requires a minimum asset value for a program account to be managed. The minimums vary depending on the portfolio(s) selected and the account’s allocation amongst portfolios. The lowest minimum for a portfolio is $25,000. In certain instances, a lower minimum for a portfolio is permitted. Small Market Solution (SMS) Program Under SMS, LPL Research (a team of investment professionals within LPL) creates and maintains a series of different investment menus (“Investment Menus”) consisting of a mix of different asset classes and investment vehicles (“investment options”) for clients that sponsor and maintain participant-directed defined contribution plans (“Plan Sponsors”). The Plan Sponsor is responsible for selecting the Investment Menu that it believes is appropriate based on the demographics and other characteristics of the Plan and its participants. LPL Research is responsible for the selection and monitoring of the investment options made available through Investment Menus. The investment options that are offered through SMS are limited to the specific investments available through the record keeper that the Plan Sponsor selects. The Plan Sponsor may only select an Investment Menu in its entirety and does not have the option to remove or substitute an investment option. In addition to the services described above, Plan Sponsor may also select from a number of consulting services available under SMS that are provided by APEX. These consulting services may include, but are not limited to: general education, and support regarding the Plan and the investment options selected by Plan Sponsor; assistance regarding the selection of, and ongoing relationship management for, record keepers and other third-party vendors; Plan participant enrollment support; and participant-level education regarding investment in the Plan. These consulting services do not include any individualized investment advice to the Plan Sponsor or Plan participants with respect to Plan assets. Guided Wealth Portfolios (GWP) GWP offers clients the ability to participate in a centrally managed, algorithm-based investment program, which is made available to users and clients through a web-based, interactive account management portal (“Investor Portal”). Investment recommendations to buy and sell exchange-traded funds and open-end mutual funds are generated through proprietary, automated, computer algorithms (collectively, the “Algorithm”) of FutureAdvisor, Inc. (“FutureAdvisor”), based upon model portfolios constructed by LPL and selected for the account as described below (such model portfolio selected for the account, the “Model Portfolio”). Communications concerning GWP are intended to occur primarily through electronic means (including but not limited to, through email communications or through the Investor Portal), although APEX will be available to discuss investment strategies, objectives or the account in general in person or via telephone. A preview of the Program (the “Educational Tool”) is provided for a period of up to forty-five (45) days to help users determine whether they would like to become advisory clients and receive ongoing financial advice from LPL, FutureAdvisor and APEX by enrolling in the advisory service (the “Managed Service”). The Educational Tool and Managed Service are described in more detail in the GWP Program Brochure. Users of the Educational Tool are not considered to be advisory clients of LPL, FutureAdvisor or APEX, do not enter into an advisory agreement with LPL, FutureAdvisor or APEX, do not receive ongoing investment advice or supervisions of their assets, and do not receive any trading services. Page 7 A minimum account value of $5,000 is required to enroll in the Managed Service. Because some types of investments involve certain additional degrees of risk, they will only be implemented/recommended when consistent with the client's stated investment objectives, tolerance for risk, liquidity and suitability. FINANCIAL PLANNING We provide financial planning services. Financial planning is a comprehensive evaluation of a client's current and future financial state by using currently known variables to predict future cash flows, asset values and withdrawal plans. Through the financial planning process, all questions, information and analysis are considered as they affect and are impacted by the entire financial and life situation of the client. Clients purchasing this service receive a written report, which provides the client with a detailed financial plan designed to assist the client achieve his or her financial goals and objectives. In general, the financial plan can address any or all of the following areas: • PERSONAL: We review family records, budgeting, personal liability, estate information and financial goals. • TAX & CASH FLOW: We analyze the client's income tax and spending and planning for past, current and future years; then illustrate the impact of various investments on the client's current income tax and future tax liability. • INVESTMENTS: We analyze investment alternatives and their effect on the client's portfolio. • INSURANCE: We review existing policies to ensure proper coverage for life, health, disability, long-term care, liability, home and automobile. • RETIREMENT: We analyze current strategies and investment plans to help the client achieve his or her retirement goals. • DEATH & DISABILITY: We review the client's cash needs at death, income needs of surviving dependents, estate planning and disability income. • ESTATE: We assist the client in assessing and developing long-term strategies, including as appropriate, living trusts, wills, review estate tax, powers of attorney, asset protection plans, nursing homes, Medicaid and elder law. We gather required information through in-depth personal interviews. Information gathered includes the client's current financial status, tax status, future goals, returns objectives and attitudes towards risk. We carefully review documents supplied by the client, including a questionnaire completed by the client, and prepare a written report. Should the client choose to implement the recommendations contained in the plan, we suggest the client work closely with his/her attorney, accountant, insurance agent, and/or stockbroker. Implementation of financial plan recommendations is entirely at the client's discretion. We also provide general non-securities advice on topics that may include tax and budgetary planning, estate planning and business planning. Page 8 Typically, the financial plan is presented to the client within six months of the contract date, provided that all information needed to prepare the financial plan has been promptly provided. Financial Planning recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company. All recommendations are of a generic nature. EDUCATIONAL SEMINARS AND SPEAKING ENGAGEMENTS APEX strongly believes in investor education. As such, APEX hosts educational workshops and seminars to clients and prospective clients. APEX may or may not charge for attending an educational workshop or seminar, depending on the volume and costs of materials provided to the attendees, length of the session, cost of venue, etc. If APEX does charge for attendance, the charge will not exceed $100 per attendee. Item 5 Fees and Compensation INDIVIDUAL PORTFOLIO MANAGEMENT SERVICES FEES The annualized fee for Portfolio Management Services is charged as a percentage of assets under management, according to the following schedule: ASSETS UNDER MANAGEMENT ANNUAL FEE** First $1,000,000 2.25% $1,000,000 - $2,000,000 1.80% $2,000,000 - $5,000,000 1.55% $5,000,000 - $25,000,000 1.00% $25,000,000 - $50,000,000 0.90% $50,0000,000 and above 0.80% **We can impose a minimum annual fee of $2,000 per household. The fee schedule is blended, meaning that you will be charged the corresponding fee based upon the value of your account at each tier. Clients may be charged higher or lower fees than the fee schedule above. Some clients may be charged an overall flat percentage rather than blended. An annual fee of up to $65 may be assessed on all accounts to cover technology costs. Our annual portfolio management fee is billed and payable quarterly in advance based on the value of your account on the last day of the previous quarter. If the client agreement is executed at any time other than the first day of a calendar quarter, our fees Page 9 will apply on a pro rata basis, which means that the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. Our advisory fee is negotiable, depending on individual client circumstances. Charles Schwab & Co., Inc: In addition to the assets in the accounts if $75,000 or more in assets are deposited into an account after the inception of a quarter, the fee payable with respect to such total deposited assets will be prorated based on the number of days remaining in the quarter. If more than $75,000 in assets are withdrawn from an account after the inception of a quarter, the unearned fee with respect to such assets will be credited towards your next quarter’s fee. Clients may withdraw assets from the account after providing us with notice. All withdrawals are subject to customary securities settlement procedures. LPL Financial Corporation Accounts: If assets are deposited into an account after the inception of a quarter, the fee payable with respect to such assets will be prorated based on the number of days remaining in the quarter. If any assets are withdrawn from an account after the inception of a quarter, the unearned fee with respect to such assets will be credited towards your next quarter’s fee. Clients may withdraw assets from the account after providing us with notice. All withdrawals are subject to customary securities settlement procedures. At our discretion, we may combine the account values of family members living in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. We will invoice you for advisory fees or we will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. PROGRAM PORTFOLIO MANAGEMENT FEES As we mentioned in Item 4, we provide advisory services through programs sponsored by LPL Financial Corporation ("LPL"), a registered investment advisor and broker-dealer. Below is a brief description of each LPL advisory program. For more information regarding the LPL programs, including more information on the advisory services and fees that apply, the types of investments available in the programs and the conflicts of interest presented by the programs please see Form ADV Part 2 and the applicable client agreement. FEES FOR LPL ADVISORY PROGRAMS The account fee charged to the client for each LPL advisory program is negotiable, subject to the following maximum account fees: LPL ADVISORY PROGRAM ACCOUNT FEE CHARGED Manager Access Select 2.5% Page 10 OMP 2.5% PWP 2.5% MWP 2.65%** SMS 0.95%*** GWP 1.35%**** ** The MWP account fee consists of an LPL program fee, a strategist fee (if applicable) and an advisor fee of up to 2.00%. Accounts remaining under the legacy fee structure may be charged one aggregate account fee, for which the maximum account fee is 2.50%. See the MWP program brochure for more information. ** The SMS fee consists of an LPL program fee of 0.20% (subject to a minimum program fee of $250), and an advisor fee of up to 0.75%. *** GWP Managed Service clients are charged an account fee consisting of an LPL program fee of 0.35% and an advisor fee of up to 1.00%. In the future, a strategist fee may apply. However, LPL Research currently serves as the sole portfolio strategist and does not charge a fee for its services. FutureAdvisor is compensated directly by LPL for its services, including the Algorithm and related software, through an annual sub-advisory fee (tiered based on assets under management by FutureAdvisor, at a rate ranging from 0.10% to 0.17%). As each asset tier is reached, LPL’s share of the compensation shall increase and clients will not benefit from such asset tiers. Excluding SMS and GWP, LPL serves as program sponsor, investment advisor and broker-dealer for the LPL advisory programs. In the Managed Service of GWP, LPL is appointed by each client as custodian of account assets and broker-dealer with respect to processing securities transactions for the accounts. In general, FutureAdvisor, in its capacity as investment advisor, will submit transactions through LPL; however, FutureAdvisor may choose to execute transactions through a broker-dealer other than LPL, subject to its duty to seek to achieve best execution. When securities transactions are effected through LPL, there are no brokerage commissions charged to the account. If FutureAdvisor chooses to execute a transaction through a broker-dealer other than LPL, the execution price may include a commission or fee imposed by the executing broker-dealer. In evaluating whether to execute a trade through a broker- dealer other than LPL, Future Advisor will consider the fact that the account will not be charged a commission if the transaction is effected through LPL. APEX and LPL may share in the account fee and other fees associated with program accounts. Associated persons of APEX may also be registered representatives of LPL. Under SMS, LPL serves as investment advisor but not the broker-dealer. APEX and LPL may share in the advisory portion of the SMS fee. Certain Conflicts of Interest APEX receives compensation as a result of a client’s participation in an LPL program. Depending on, among other things, the type and size of the account, type of securities held in the account, changes in its value over time, the ability to negotiate fees or commissions, the historical or expected size or Page 11 number of transactions, and the number and range of supplementary advisory and client-related services provided to the client, the amount of this compensation may be more or less than what APEX would receive if the client participated in other programs, whether through LPL or another sponsor, or paid separately for investment advice, brokerage and other services. Clients should consider the level and complexity of the advisory services to be provided when negotiating the account fee (or the advisor fee portion of the account fee, as applicable) with APEX. With regard to accounts utilizing third-party portfolio managers under aggregate, all-in-one account fee structures (including MAS, PWP and the legacy MWP fee structure), because the portion of the account fee retained by APEX varies depending on the portfolio strategist fee associated with a portfolio, APEX has a financial incentive to select one portfolio instead of another portfolio. Please refer to the relevant LPL Form ADV program brochure for a more detailed discussion of conflicts of interest. Limitations due to LPL Licensing/Registration The individuals that are licensed as registered representatives of LPL Financial are subject to regulations that restrict them from conducting securities transactions away from LPL Financial without written authorization from LPL Financial. Clients should, therefore, be aware that for accounts where LPL Financial serves as the custodian, APEX is limited to offering services and investment vehicles that are approved by LPL Financial, and may be prohibited from offering services and investment vehicles that may be available through other broker/dealers and custodians. Limited Negotiability of Advisory Fees: Although Apex Strategic Wealth, LLC has established the aforementioned fee schedule(s), we retain the discretion to negotiate alternative fees on a client-by client basis. Client facts, circumstances and needs are considered in determining the fee schedule. These include the complexity of the client, assets to be placed under management, anticipated future additional assets; related accounts; portfolio style, account composition, reports, among other factors. The specific annual fee schedule is identified in the contract between the adviser and each client. We may group certain related client accounts for the purposes of achieving the minimum account size requirements and determining the annualized fee. ERISA Accounts: Apex Strategic Wealth, LLC is deemed to be a fiduciary to advisory clients that are employee benefit plans or individual retirement accounts (IRAs) pursuant to the Employee Retirement Income and Securities Act ("ERISA"), and regulations under the Internal Revenue Code of 1986 (the "Code"), respectively. As such, our firm is subject to specific duties and obligations under ERISA and the Internal Revenue Code that include among other things, restrictions concerning certain forms of compensation. To avoid engaging in prohibited transactions, Apex Strategic Wealth, LLC may only charge fees for investment advice about products for which our firm and/or our related persons do not receive any commissions or 12b-1 fees, or conversely, investment advice about products for which our firm and/or our related persons receive commissions or 12b-1 fees, however, only when such fees are used to offset Apex Strategic Wealth, LLC's advisory fees. Page 12 FINANCIAL PLANNING FEES Apex Strategic Wealth, LLC's Financial Planning fee is determined based on the nature of the services being provided and the complexity of each client's circumstances. All fees are agreed upon prior to entering into a contract with any client. We provide an initial financial plan for a fee of .20% of the value of the total assets covered by the plan with a minimum fee of $1,000. We charge an annual fee of .05% of the total assets covered by the plan for updates to the financial plan. Our fees are negotiable and will depend on the scope and complexity of the plan, your situation, and your financial objectives. An estimate of the total time/cost will be determined at the start of the advisory relationship. In limited circumstances, the cost/time could potentially exceed the initial estimate. In such cases, we will notify you and request that you approve the additional fee. We require that you pay one half of the fee in advance and the remaining portion upon the completion of the services rendered. We will not require prepayment of a fee more than six months in advance and in excess of $1,200. We will invoice you for financial planning fees or we will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. For consultative planning, where we advise you on specific financial related topics, fees may be due and payable upon completion of services rendered and may be charged on a negotiable hourly or fixed fee basis. In certain circumstances other fee payment arrangements may be made, which will be determined on a client by client basis. The client is billed quarterly in advance based on our total estimated Financial Planning fees. EDUCATIONAL SEMINARS AND SPEAKING ENGAGEMENTS As discussed in Item 4 above, APEX may or may not charge for attending an educational workshop or seminar. GENERAL INFORMATION Termination of the Advisory Relationship: Clients may terminate the client agreement with written notice within 5 days of the signing of the agreement, without penalty. Thereafter, the client agreement may be terminated upon 30 days written notice to APEX. Clients will incur a pro rata charge for services rendered prior to the termination of the agreement, which means advisory fees will be incurred only in proportion to the number of days in the quarter for which there is a client relationship. If clients have pre-paid advisory fees that have not yet been earned, a prorated refund of those fees will be delivered to the client. Mutual Fund Fees: All fees paid to Apex Strategic Wealth, LLC for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are described in each fund's prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes Page 13 sales charges, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without our services. In that case, the client would not receive the services provided by our firm which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Wrap Fee Programs and Separately Managed Account Fees: Clients participating in separately managed account programs may be charged various program fees in addition to the advisory fee charged by our firm. Such fees may include the investment advisory fees of the independent advisers, which may be charged as part of a wrap fee arrangement. In a wrap fee arrangement, clients pay a single fee for advisory, brokerage and custodial services. Client's portfolio transactions may be executed without commission charge in a wrap fee arrangement. In evaluating such an arrangement, the client should also consider that, depending upon the level of the wrap fee charged by the broker-dealer, the amount of portfolio activity in the client's account, and other factors, the wrap fee may or may not exceed the aggregate cost of such services if they were to be provided separately. We will review with clients any separate program fees that may be charged to clients. Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for the fees and expenses charged by custodians and imposed by broker dealers, including, but not limited to, any transaction charges imposed by a broker dealer with which an independent investment manager effects transactions for the client's account(s). Please refer to the "Brokerage Practices" section (Item 12) of this Form ADV for additional information. Advisory Fees in General: Clients should note that similar advisory services may (or may not) be available from other registered (or unregistered) investment advisers for similar or lower fees. Limited Prepayment of Fees: Under no circumstances do we require or solicit payment of fees in excess of $1200 more than six months in advance of services rendered. Item 6 Performance-Based Fees and Side-By-Side Management Apex Strategic Wealth, LLC does not charge performance-based fees or participate in side-by-side management. Item 7 Types of Clients Apex Strategic Wealth, LLC provides advisory services to the following types of clients: Individuals (other than high net worth individuals) • • High net worth individuals • Banking or thrift institutions • Pension and profit sharing plans(other than plan participants) • Charitable organizations • Corporations or other businesses not listed above • Other Page 14 Minimum Account Size APEX imposes a minimum annual fee of $2,000 per household for portfolio management services. The LPL Financial Advisory Programs have a minimum account size of the following: LPL OMP: this program has a minimum account size of $15,000. • LPL PWP: this program has a minimum account size of $250,000. • LPL MWP: this program has a minimum account size of $100,000. • • LPL Manager Access Select: this program has a minimum account size of $100,000, however, in certain instances; the minimum account size may be lower or higher. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss METHODS OF ANALYSIS We use the following methods of analysis in formulating our investment advice and/or managing client assets: Fundamental Analysis. We attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Technical Analysis. We analyze past market movements and apply that analysis to the present in an attempt to recognize recurring patterns of investor behavior and potentially predict future price movement. Technical analysis does not consider the underlying financial condition of a company. This presents a risk in that a poorly-managed or financially unsound company may underperform regardless of market movement. Cyclical Analysis. In this type of technical analysis, we measure the movements of a particular stock against the overall market in an attempt to predict the price movement of the security. Risks for all forms of analysis. Our securities analysis methods rely 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 our analysis may be compromised by inaccurate or misleading information. Page 15 INVESTMENT STRATEGIES We use the following strategies in managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Long-term purchases. We purchase securities with the idea of holding them in the client's account for a year or longer. Typically we employ this strategy when: • we believe the securities to be currently undervalued, and/or • we want exposure to a particular asset class over time, regardless of the current projection for this class. Short-term purchases. When utilizing this strategy, we purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. Margin transactions. We will purchase stocks for your portfolio with money borrowed from your brokerage account. This allows you to purchase more stock than you would be able to with your available cash, and allows us to purchase stock without selling other holdings. Option writing. We may use options as an investment strategy. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell an asset (such as a share of stock) at a specific price on or before a certain date. An option, just like a stock or bond, is a security. An option is also a derivative, because it derives its value from an underlying asset. The two types of options are calls and puts: • A call gives us the right to buy an asset at a certain price within a specific period of time. We will buy a call if we have determined that the stock will increase substantially before the option expires. • A put gives us the holder the right to sell an asset at a certain price within a specific period of time. We will buy a put if we have determined that the price of the stock will fall before the option expires. We will use options to speculate on the possibility of a sharp price swing. We will also use options to "hedge" a purchase of the underlying security; in other words, we will use an option purchase to limit the potential upside and downside of a security we have purchased for your portfolio. We use "covered calls", in which we sell an option on security you own. In this strategy, you receive a fee for making the option available, and the person purchasing the option has the right to buy the security from you at an agreed-upon price. We use a "spreading strategy", in which we purchase two or more option contracts (for example, a call option that you buy and a call option that you sell) for the same underlying security. This effectively puts you on both sides of the market, but with the ability to vary price, time and other factors. Risk of Loss. Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, Page 16 successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance. Recommendation of Particular Types of Securities. As disclosed under the "Advisory Business" section in this Brochure, we recommend a variety of securities and we do not necessarily recommend one particular type of security over another since each client has different needs and different tolerance for risk. Each type of security has its own unique set of risks and even with the same type of security, risks can vary widely. In general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it. We have identified the more common types of securities we recommend and general risks associated with such investments as follows. Commercial Paper (CP) is, in most cases, an unsecured promissory note that is issued with a maturity of 270 days or less. Being unsecured the risk to the investor is that the issuer may default. There is a less risk in asset based commercial paper (ABCP). The difference between ABCP and CP is that instead of being an unsecured promissory note representing an obligation of the issuing company, ABCP is backed by securities. Therefore, the perceived quality of the ABCP depends on the underlying securities. Certificates of deposit are generally the safest type of investment since they are insured by the federal government. However, because the returns are generally very low, it is possible for inflation to outpace the return. Likewise, US Government securities are backed by the full faith and credit of the United States government but it is also possible for the rate of inflation to exceed the returns. Municipal securities, while generally thought of as safe, can have significant risks associated with them including, but not limited to: the credit worthiness of the governmental entity that issues the bond; the stability of the revenue stream that is used to pay the interest to the bondholders; when the bond is due to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same amount of interest or yield to maturity. There are numerous ways of measuring the risk of equity securities (also known simply as "equities" or "stock"). In very broad terms, the value of a stock depends on the financial health of the company issuing it. However, stock prices can be affected by many other factors including, but not limited to: the class of stock (for example, preferred or common); the health of the market sector of the issuing company; and, the overall health of the economy. In general, larger, more well established companies ("large cap") tend to be safer than smaller start-up companies ("small cap") but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. Mutual funds and exchange traded funds are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. Exchange traded funds differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on mutual funds and ETFs can be reduced by the costs to manage the funds. Also, while some mutual funds are "no load" and charge no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees which can also reduce returns. Mutual Page 17 funds can also be "closed end" or "open end". So-called "open end" mutual funds continue to allow in new investors indefinitely which can dilute other investors' interests. Corporate debt securities (or "bonds") are typically safer investments than equity securities, but their risk can also vary widely based on: the financial health of the issuer; the risk that the issuer might default; when the bond is set to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return. Options and warrants give an investor the right to buy or sell a stock at some future time at a set price. Options are complex investments and can be very risky, especially if the investor does not own the underlying stock. In certain situations, an investor's risk can be unlimited. The main difference between warrants and call options is that warrants are issued and guaranteed by the issuing company, whereas options are traded on an exchange and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. A limited partnership is a financial affiliation that includes at least one general partner and a number of limited partners. The partnership invests in a venture, such as real estate development or oil exploration, for financial gain. The general partner does not usually invest any capital, but has management authority and unlimited liability. That is, the general partner runs the business and, in the event of bankruptcy, is responsible for all debts not paid or discharged. The limited partners have no management authority and confine their participation to their capital investment. That is, limited partners invest a certain amount of money and have nothing else to do with the business. However, their liability is limited to the amount of the investment. In the worst case scenario for a limited partner, he/she loses what he/she invested. Profits are divided between general and limited partners according to an arrangement formed at the creation of the partnership. Item 9 Disciplinary Information We are required to disclose any legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management. Our firm and our management personnel have no reportable disciplinary events to disclose. Item 10 Other Financial Industry Activities and Affiliations Certain employees of APEX are Registered Persons with LPL Financial. LPL Financial is a broker-dealer that is independently owned and operated and is not affiliated with APEX. Please refer to Item 12 for a discussion of the benefits APEX may receive from LPL Financial and the conflicts of interest associated with receipt of such benefits. Because of this relationship, LPL Financial may have access to certain confidential information (e.g., financial information, investment objectives, transactions and holdings) about APEX’s clients, even if client does not establish any account through LPL. As this arrangement with LPL presents conflicts of interest, we have established written policies and procedures for insider trading that prohibit officer or employee of our firm, from buying, selling or recommending the securities of companies bought, sold or recommended by LPL, in which the decision is substantially derived, in whole or in part, by reason of access to the recommendations of LPL to its clients. Page 18 In addition, individuals of our firm are also licensed as independent insurance agents with various insurance agencies and can sell insurance products to you (i.e. life, health, and long term care products) and earn commissions. Our firm is also a licensed insurance agency and may also receive commissions from the sale of insurance products. Insurance commissions earned are separate and in addition to our advisory fees. This practice presents a conflict of interest because persons providing investment advice on behalf of our firm who are insurance agents have an incentive to recommend insurance products to you for the purpose of generating commissions rather than solely based on your needs. However, you are under no obligation, contractually or otherwise, to purchase insurance products through any person affiliated with our firm. Clients should be aware that the receipt of additional compensation by Apex Strategic Wealth, LLC and its management persons or employees creates a conflict of interest that may impair the objectivity of our firm and these individuals when making advisory recommendations. Apex Strategic Wealth, LLC endeavors at all times to put the interest of its clients first as part of our fiduciary duty as a registered investment adviser; we take the following steps to address this conflict: • we disclose to clients the existence of all material conflicts of interest, including the potential for our firm and our employees to earn compensation from advisory clients in addition to our firm's advisory fees; • we disclose to clients that they are not obligated to purchase recommended investment products from our employees or affiliated companies; • we collect, maintain and document accurate, complete and relevant client background information, including the client's financial goals, objectives and risk tolerance; • our firm's management conducts regular reviews of each client account to verify that all recommendations made to a client are suitable to the client's needs and circumstances; • we require that our employees seek prior approval of any outside employment activity so that we may ensure that any conflicts of interests in such activities are properly addressed; • we periodically monitor these outside employment activities to verify that any conflicts of interest continue to be properly addressed by our firm; and • we educate our employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to clients. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Our firm has adopted a Code of Ethics, which sets forth high ethical standards of business conduct that we require of our employees, including compliance with applicable federal securities laws. Apex Strategic Wealth, LLC and our personnel owe a duty of loyalty, fairness and good faith towards our clients, and have an obligation to adhere not only to the specific provisions of the Code of Ethics but to the general principles that guide the Code. Our Code of Ethics includes policies and procedures for the review of quarterly securities transactions reports as well as initial and annual securities holdings reports that must be submitted by the firm's access persons. Among other things, our Code of Ethics also requires the prior approval of any acquisition of securities in a limited offering (e.g., private placement) or an initial public offering. Our code also provides for oversight, enforcement and recordkeeping provisions. Apex Strategic Wealth, LLC's Code of Ethics further includes the firm's policy prohibiting the use of material non-public information. While we do not believe that we have any particular access to non-public Page 19 information, all employees are reminded that such information may not be used in a personal or professional capacity. A copy of our Code of Ethics is available to our advisory clients and prospective clients. You may request a copy by email sent to robert.pragnell@lpl.com, or by calling us at 423-267-0046. Apex Strategic Wealth, LLC and individuals associated with our firm are prohibited from engaging in principal transactions. Apex Strategic Wealth, LLC and individuals associated with our firm are prohibited from engaging in agency cross transactions. Item 12 Brokerage Practices Apex Strategic Wealth, LLC does not have any soft-dollar arrangements and does not receive any soft- dollar benefits. Apex Strategic Wealth, LLC requires that clients provide us with written authority to determine the broker- dealer to use and the commission costs that will be charged to our clients for these transactions. These clients must include any limitations on this discretionary authority in this written authority statement. Clients may change/amend these limitations as required. Such amendments must be provided to us in writing. As a matter of policy and practice, Apex Strategic Wealth, LLC does not generally block client trades and, therefore, we implement client transactions separately for each account. Consequently, certain client trades may be executed before others, at a different price and/or commission rate. Additionally, our clients may not receive volume discounts available to advisers who block client trades. APEX receives support services and/or products from LPL Financial, many of which assist APEX to better monitor and service program accounts maintained at LPL Financial; however, some of the services and products benefit APEX and not client accounts. These support services and/or products may be received without cost, at a discount, and/or at a negotiated rate, and may include the following: investment-related research • pricing information and market data • software and other technology that provide access to client account data • compliance and/or practice management-related publications • consulting services • attendance at conferences, meetings, and other educational and/or social events • marketing support • computer hardware and/or software • Page 20 • other products and services used by APEX in furtherance of its investment advisory business operations LPL Financial may provide these services and products directly, or may arrange for third party vendors to provide the services or products to APEX. In the case of third party vendors, LPL Financial may pay for some or all of the third party’s fees. These support services are provided to APEX based on the overall relationship between APEX and LPL Financial. Apex will continue to receive the services regardless of the volume of client transactions executed with LPL Financial. Clients do not pay more for services because of this arrangement. There is no corresponding commitment made by the APEX to LPL or any other entity to invest any specific amount or percentage of client assets in any specific securities because of this arrangement. However, because Advisor receives these benefits from LPL Financial, there is a conflict of interest. The receipt of these products and services presents a financial incentive for Advisor to recommend that its clients use LPL Financial’s custodial platform rather than another custodian’s platform. As stated previously, individuals associated with APEX are licensed as registered representatives of LPL Financial. As a result of this licensing relationship, LPL Financial is responsible for supervising certain activities of APEX to the extent that APEX manages assets at a broker/dealer and custodian other than LPL Financial. LPL Financial charges a fee for this oversight. This presents a conflict of interest in that APEX has a financial incentive to recommend that clients maintain their account with LPL Financial rather than another custodian in order to avoid the oversight fee. However, to the extent APEX recommends the usage of LPL Financial for such services, it is because APEX believes that it is in the best interest of the client to do so based on the quality and pricing of the execution, benefits of an integrated platform for brokerage and advisory accounts, and other services provided by LPL Financial. APEX will generally recommend that clients establish a brokerage account with LPL Financial to maintain custody of clients’ assets and to effect trades for their accounts. LPL Financial provides brokerage and custodial services to independent investment advisory firms, including APEX. For APEX’s accounts custodied at LPL Financial, LPL Financial generally is compensated by clients through commissions, trails, or other transaction-based fees for trades that are executed through LPL Financial or that settle into LPL Financial accounts. For IRA accounts, LPL Financial generally charges account maintenance fees. In addition, LPL Financial also charges clients miscellaneous fees and charges, such as account transfer fees. Additionally, we recommend, but do not require, that clients use the services of Charles Schwab & Co., Inc member FINRA/SIPC ("Schwab"). However, clients may use another qualified custodian acceptable to the Firm, in its sole discretion. Schwab and each qualified custodian are referred to collectively as "Custodian." The Client is responsible for negotiating the terms of the separate agreement (the "Custodial Agreement") between the client and each Custodian with respect to the custodial, brokerage, and related services to be provided by the Custodian or its affiliates for each account maintained by the Custodian and the assets held in each account. While LPL Financial does not participate in, or influence the formulation of, the investment advice APEX provides, certain supervised persons of ADVISOR are Dually Registered Persons. Dually Registered Persons are restricted by certain FINRA rules and policies from maintaining client accounts at another custodian or executing client transactions in such client accounts through any broker-dealer or custodian that is not approved by LPL Financial. As a result, the use of other trading platforms must be approved not only by APEX, but also by LPL Financial. Page 21 Clients should also be aware that for accounts where LPL Financial serves as the custodian, APEX is limited to offering services and investment vehicles that are approved by LPL Financial, and may be prohibited from offering services and investment vehicles that may be available through other broker- dealers and custodians, some of which may be more suitable for a client’s portfolio than the services and investment vehicles offered through LPL Financial. Clients should understand that not all investment advisers recommend that clients custody their accounts and trade through specific broker-dealers. Clients should also understand that LPL Financial is responsible under FINRA rules for supervising certain business activities of APEX and its Dually Registered Persons that are conducted through broker-dealers and custodians other than LPL Financial. LPL Financial charges a fee for its oversight of activities conducted through these other broker-dealers and custodians. This arrangement presents a conflict of interest because APEX has a financial incentive to recommend that clients maintain their accounts with LPL Financial rather than with another broker-dealer or custodian to avoid incurring the oversight fee. LPL Financial makes available to APEX various products and services designed to assist APEX in managing and administering client accounts. Many of these products and services may be used to service all or a substantial number of APEX’s accounts, including accounts not held with LPL Financial. These include software and other technology that provide access to client account data (such as trade confirmation and account statements); facilitate trade execution (and aggregation and allocation of trade orders for multiple client accounts); provide research, pricing information and other market data; facilitate payment of APEX’s fees from its clients’ accounts; and assist with back-office functions; recordkeeping and client reporting. LPL Financial also makes available to APEX other services intended to help APEX manage and further develop its business. Some of these services assist APEX to better monitor and service program accounts maintained at LPL Financial, however, many of these services benefit only APEX, for example, services that assist APEX in growing its business. These support services and/or products may be provided without cost, at a discount, and/or at a negotiated rate, and include practice management-related publications; consulting services; attendance at conferences and seminars, meetings, and other educational; social events; marketing support; and other products and services used by APEX in furtherance of the operation and development of its investment advisory business. Where such services are provided by a third party vendor, LPL Financial will either make a payment to APEX to cover the cost of such services, reimburse APEX for the cost associated with the services, or pay the third party vendor directly on behalf of APEX. The products and services described above are provided to APEX as part of its overall relationship with LPL Financial. While as a fiduciary, APEX endeavors to act in its clients’ best interests, the receipt of these benefits creates a conflict of interest because APEX’s recommendation that clients custody their assets at LPL Financial is based in part on the benefit to APEX of the availability of the foregoing products and services and not solely on the nature, cost or quality of custody or brokerage services provided by LPL Financial. APEX’s receipt of some of these benefits may be based on the amount of advisory assets custodied on the LPL Financial platform. LPL Financial provides various benefits and payments to Dually Registered Persons that are new to the LPL Financial platform to assist the representative with the costs (including foregone revenues during account transition) associated with transitioning his or her business to the LPL Financial platform Page 22 (collectively referred to as “Transition Assistance”). The proceeds of such Transition Assistance payments are intended to be used for a variety of purposes, including but not necessarily limited to, providing working capital to assist in funding the Dually Registered Person’s business, satisfying any outstanding debt owed to the Dually Registered Person’s prior firm, offsetting account transfer fees (ACATs) payable to LPL Financial as a result of the Dually Registered Person’s clients transitioning to LPL Financial’s custodial platform, technology set-up fees, marketing and mailing costs, stationary and licensure transfer fees, moving expenses, office space expenses, staffing support and termination fees associated with moving accounts. Transition Assistance payments and other benefits are provided to associated persons of APEX in their capacity as registered representatives of LPL Financial. However, the receipt of Transition Assistance by such Dually Registered Persons creates conflicts of interest relating to APEX’s advisory business because it creates a financial incentive for APEX’s representatives to recommend that its clients maintain their accounts with LPL Financial. In certain instances, the receipt of such benefits is dependent on a Dually Registered Person maintaining its clients’ assets with LPL Financial and therefore APEX has an incentive to recommend that clients maintain their account with LPL Financial in order to generate such benefits. APEX attempts to mitigate these conflicts of interest by evaluating and recommending that clients use LPL Financial’ s services based on the benefits that such services provide to our clients, rather than the Transition Assistance earned by any particular Dually Registered Person. APEX considers LPL Financial when recommending or requiring that clients maintain accounts with LPL Financial. However, clients should be aware of this conflict and take it into consideration in making a decision whether to custody their assets in a brokerage account at LPL Financial. Apex does not maintain custody of your assets that we manage or on which we advise, although we may be deemed to have custody of your assets if you give us authority to withdraw assets from your account (see Item 15—Custody). Your assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. We recommend that our clients use Schwab, a registered broker- dealer, member SIPC, as the qualified custodian. We are independently owned and operated and are not affiliated with Schwab. Schwab will hold your assets in a brokerage account and buy and sell securities when we instruct them to. While we recommend that you use Schwab as custodian/broker, you will decide whether to do so and will open your account with Schwab by entering into an account agreement directly with them. Conflicts of interest associated with this arrangement are described below as well as in Item 14 (Client referrals and other compensation). You should consider these conflicts of interest when selecting your custodian. We do not open the account for you, although we may assist you in doing so. Not all advisors require their clients to use a particular broker-dealer or other custodian selected by the advisor. Even though your account is maintained at Schwab, we can still use other brokers to execute trades for your account as described below (see “Your brokerage and custody costs”).How we select brokers/custodians We seek to recommend a custodian/broker that will hold your assets and execute transactions. When considering whether the terms that Schwab provides are, overall, most advantageous to you when compared with other available providers and their services, we consider a wide range of factors, including: • Combination of transaction execution services and asset custody services (generally without a separate fee for custody) • Capability to execute, clear, and settle trades (buy and sell securities for your account) Page 23 • Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) • 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, margin interest rates, other fees, etc.) and willingness to negotiate the prices • Reputation, financial strength, security, and stability • Availability of other products and services that benefit us. Your brokerage and trading costs For our clients’ accounts that Schwab maintains, Schwab generally does not charge you separately for custody services but is compensated by charging you commissions or other fees on trades that it executes or that settle into your Schwab account. Certain trades (for example, many mutual funds, and U.S. exchange-listed equities and ETFs) may not incur Schwab commissions or transaction fees. In cases where we choose to execute a trade with different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into your Schwab account, Schwab charges you a flat dollar amount as a “prime broker” or “trade away” fee for each trade. These fees are in addition to the commissions or other compensation you pay the executing broker-dealer. Because of this, to minimize your trading costs, we have Schwab execute most trades for your account. We are not required to select the broker or dealer that charges the lowest transaction cost, even if that broker provides execution quality comparable to other brokers or dealers. Although we are not required to execute all trade through Schwab, we have determined that having Schwab execute most trades is consistent with our duty to seek “best execution” of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see “How we select brokers/ custodians”). By using another broker or dealer you may pay lower transaction costs. Products and services available to us from Schwab Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms like ours. They provide us and our clients with access to their institutional brokerage services (trading, custody, reporting, and related services), many of which are not typically available to Schwab retail customers. However, certain retail investors may be able to get institutional brokerage services from Schwab without going through our firm. Schwab also makes available various support services. Some of those services help us manage or administer our clients’ accounts, while others help us manage and grow our business. Schwab’s support services are generally available at no charge to us. Following is a more detailed description of Schwab’s support services: Services that benefit you. Schwab’s institutional brokerage services include access to a broad range of investment products, Page 24 execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit you and your account. Services that do not directly benefit you. Schwab also makes available to us other products and services that benefit us but do not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts and operating our firm. They include investment research, both Schwab’s own and that of third parties. We use this research to service all or a substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • Provide 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, record keeping, and client reporting Services that generally benefit only us. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: • Educational conferences and events • Consulting on technology and business needs • Publications and conferences on practice management and business succession • Access to employee benefits providers, human capital consultants, and insurance providers • Marketing consulting and support Schwab provides some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab also discounts or waives its fees for some of these services or pays all or a part of a third party’s fees. Schwab also provides us with other benefits, such as occasional business entertainment of our personnel. If you did not maintain your account with Schwab, we would be required to pay for these services from our own resources. Our interest in Schwab’s services The availability of these services from Schwab benefits us because we do not have to produce or purchase them. We don’t have to pay for Schwab’s services. These services are not contingent upon us committing any specific amount of business to Schwab in trading commissions or assets in custody. The Page 25 fact that we receive these benefits from Schwab is an incentive for us to recommend the use of Schwab rather than making such decision based exclusively on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a conflict of interest. In some cases, the services that Schwab pays for are provided by an affiliate of ours or by another party that has some pecuniary, financial, or other interests in us (or in which we have such an interest). This creates an additional conflict of interest. We believe, however, that taken in the aggregate, our recommendation of Schwab as custodian and broker is in the best interests of our clients. Our selection is primarily supported by the scope, quality, and price of Schwab’s services and not Schwab’s services that benefit only us. Apex Strategic Wealth, LLC's receipt of Additional Services does not diminish our duty to act in the best interests of our clients, including seeking best execution of trades for client accounts. Item 13 Review of Accounts PORTFOLIO MANAGEMENT SERVICES REVIEWS: While the underlying securities within Individual Portfolio Management Services accounts are continually monitored, these accounts are reviewed quarterly. Accounts are reviewed in the context of each client's stated investment objectives and guidelines. More frequent reviews may be triggered by material changes in variables such as the client's individual circumstances, or the market, political or economic environment. These accounts are reviewed by: xxxx REPORTS: APEX will provide portfolio management clients with a performance report on a quarterly basis as well as account statements and confirmations of transactions. PROGRAM PORTFOLIO MANAGEMENT SERVICES REVIEWS: While the underlying securities within Program Portfolio Management Services accounts are continually monitored by APEX and LPL, these accounts are reviewed on a quarterly basis. Accounts are reviewed in the context of the investment objectives and guidelines of each model portfolio as well as any investment restrictions provided by the client. More frequent reviews may be triggered by material changes in variables such as the client's individual circumstances, or the market, political or economic environment. These accounts are reviewed by: xxxx REPORTS: LPL will provide portfolio management clients with a performance report on a quarterly basis as well as account statements and confirmations of transactions. FINANCIAL PLANNING SERVICES REVIEWS: While reviews may occur at different stages depending on the nature and terms of the specific engagement, typically no formal reviews will be conducted for Financial Planning clients unless otherwise contracted for. REPORTS: APEX will provide portfolio management clients with a performance report on a quarterly Page 26 basis as well as account statements and confirmations of transactions. Item 14 Client Referrals and Other Compensation APEX is incented to join and remain affiliated with LPL Financial and to recommend that clients establish accounts with LPL Financial through the provision of Transition Assistance (discussed in Item 12 above). LPL also provides other compensation to APEX and its Dually Registered Persons, including but not limited to, bonus payments, repayable and forgivable loans, stock awards and other benefits. The receipt of any such compensation creates a financial incentive for your representative to recommend LPL Financial as custodian for the assets in your advisory account. We encourage you to discuss any such conflicts of interest with your representative before making a decision to custody your assets at LPL Financial. It is Apex Strategic Wealth, LLC's policy not to engage solicitors or to pay related or non-related persons for referring potential clients to our firm. It is Apex Strategic Wealth, LLC's policy not to accept or allow our related persons to accept any form of compensation, including cash, sales awards or other prizes, from a non-client in conjunction with the advisory services we provide to our clients. Item 15 Custody We previously disclosed in the "Fees and Compensation" section (Item 5) of this Brochure that our firm directly debits advisory fees from client accounts. As part of this billing process, the client's custodian is advised of the amount of the fee to be deducted from that client's account. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions within the account during the reporting period. Schwab maintains actual custody of your assets. You will receive account statements directly from Schwab at least quarterly. Because the custodian does not calculate the amount of the fee to be deducted, it is important for clients to carefully review their custodial statement to verify the accuracy of the calculation, among other things. In the event Apex Strategic Wealth, LLC sends you a portfolio report, we also urge you to compare Schwab’s account statements with the portfolio reports you will receive from us. Clients should contact us directly if they believe that there may be an error in their statement. Our firm does not have actual or constructive custody of client accounts. Item 16 Investment Discretion Clients may hire us to provide discretionary asset management services, in which case we place trades in a client's account without contacting the client prior to each trade to obtain the client's permission. Our discretionary authority includes the ability to do the following without contacting the client: • determine the security to buy or sell; and/or • determine the amount of the security to buy or sell Page 27 Clients give us discretionary authority when they sign a discretionary agreement with our firm, and may limit this authority by giving us written instructions. Clients may also change/amend such limitations by once again providing us with written instructions. Item 17 Voting Client Securities We will not vote proxies on behalf of advisory accounts. At your request, we may offer you advice regarding corporate actions and the exercise of your proxy voting rights. If you own shares of common stock or mutual funds, you are responsible for exercising your right to vote as a shareholder. In most cases, you will receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, the materials would be forwarded directly to you by mail, unless you have authorized the firm to contact you by electronic mail, in which case, we would forward any electronic solicitation to vote proxies. Item 18 Financial Information We are not required to provide financial information to our clients because we do not: • require or solicit payment of fees in excess of $1200 per client more than six months in advance of services rendered; • have a financial condition that is reasonably likely to impair our ability to meet our commitments to you; and • Apex Strategic Wealth, LLC has not been the subject of a bankruptcy petition at any time during the past ten years. Page 28