Ownership Apex Capital Management, LLC (“Advisor” or “we”) is an investment advisor registered with the U.S. Securities and Exchange Commission from June 2022 to present, previously from August 2008 to March 2012 and with its home state of Louisiana (and other states) from March 2012 to March 2022. We are a limited liability company formed in October 1999 under the laws of the State of Louisiana. Our members (owners) are:
• Christopher C. Arsement
• Stephen J. Arsement
• Kimberly B. Gardner
• Robert J. Morella
• John R. Redd III
• Eric J. Benoit General Description of Primary Advisory Services We offer personalized investment advisory services including financial planning, consultations and asset management. The following are brief descriptions of our primary services. A detailed description is provided in Item 5, Fees and Compensation, so that clients and prospective clients (“clients” or “you”) can review the services and description of fees more thoroughly. Financial Planning Services (Plans and Consultations) Financial planning can be described as helping individuals determine and set their long-term financial goals, through investments, tax planning, asset allocation, risk management, retirement planning and other areas. The role of a financial planner is to find ways to help clients understand their overall financial situation and help them set financial objectives. We offer advisory services in the form of comprehensive and modular (segmented) financial plans. These services do not involve actively managing client accounts. Instead, comprehensive planning services focus on a client’s overall financial situation. Modular planning services and consultations focus on specific areas of client concern. Financial consulting is used when a written financial plan isn’t needed. It involves one time and/or ongoing meetings to discuss your financial situation. Asset Management Services We offer asset management services providing clients with continuous and on-going supervision over their accounts. This means that we continuously monitor a client’s account and make trades in that account when necessary or when requested by the client. Retirement Plan Services We offer retirement plan consulting services to retirement plan sponsors and to individual participants in retirement plans. These services can be both fiduciary and non-fiduciary. Retirement Plan Rollover Recommendations - When Apex Capital Management provides investment advice about your retirement plan account or individual retirement account (“IRA”) including whether to maintain investments and/or proceeds in the retirement plan account, roll over such investment/proceeds from the retirement plan account to a IRA or make a distribution from the retirement plan account, we acknowledge that Apex Capital Management is a “fiduciary” within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”) as applicable, which are laws governing retirement accounts. The way Apex Capital Management makes money creates conflicts with your interests so Apex Capital Management operates under a special rule that requires Apex Capital Management to act in your best interest and not put our interest ahead of you. Under this special rule’s provisions, Apex Capital Management must act as a fiduciary to a retirement plan account or IRA under ERISA/IRC:
• Meet a professional standard of care when making investment recommendations (e.g., give prudent advice);
• Never put the financial interests of Apex Capital Management ahead of you when making recommendations (e.g., give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that Apex Capital Management gives advice that is in your best interest;
• Charge no more than is reasonable for the services of Apex Capital Management; and
• Give Client basic information

about conflicts of interest. To the extent we recommend you roll over your account from a current retirement plan account to an individual retirement account managed by Apex Capital Management, please know that Apex Capital Management and our investment adviser representatives have a conflict of interest. We can earn increased investment advisory fees by recommending that you roll over your account at the retirement plan to an IRA managed by Apex Capital Management. We will earn fewer investment advisory fees if you do not roll over the funds in the retirement plan to an IRA managed by Apex Capital Management. Thus, our investment adviser representatives have an economic incentive to recommend a rollover of funds from a retirement plan to an IRA which is a conflict of interest because our recommendation that you open an IRA account to be managed by our firm can be based on our economic incentive and not based exclusively on whether or not moving the IRA to our management program is in your overall best interest. We have taken steps to manage this conflict of interest. We have adopted an impartial conduct standard whereby our investment adviser representatives will (i) provide investment advice to a retirement plan participant regarding a rollover of funds from the retirement plan in accordance with the fiduciary status described below, (ii) not recommend investments which result in Apex Capital Management receiving unreasonable compensation related to the rollover of funds from the retirement plan to an IRA, and (iii) fully disclose compensation received by Apex Capital Management and our supervised persons and any material conflicts of interest related to recommending the rollover of funds from the retirement plan to an IRA and refrain from making any materially misleading statements regarding such rollover. When providing advice to you regarding a retirement plan account or IRA, our investment advisor representatives will act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, based on the investment objectives, risk, tolerance, financial circumstances, and a client’s needs, without regard to the financial or other interests of Apex Capital Management or our affiliated personnel. Referral Services We currently have no established agreements with, and do not refer clients to unaffiliated investment advisors (third party money managers). We may enter into agreements with unaffiliated referring parties who refer clients to us. When these referral relationships are established, Advisor and the referring parties remain in compliance with regulations set out in 17 CFR §275.206(4) and the Rules under the Investment Advisers Act of 1940. Limits Advice to Certain Types of Investments We provide investment advice on the following types of investments:
• Exchange-listed securities
• Securities traded over-the-counter
• Foreign issues
• Corporate debt securities (other than commercial paper)
• Commercial paper
• Certificates of deposit
• Municipal securities
• Variable life insurance
• Variable annuities
• Mutual fund shares
• United States government securities
• Interests in partnerships involving real estate and involving oil and gas interests We also offer advice on closely held businesses. Although we generally limit our advice to the investments listed, we reserve the right to offer advice on any investment product that may be suitable for each client’s specific circumstances, needs, goals and objectives. Tailor Advisor Services to Individual Needs of Clients Our services are always provided based on the specific needs of the individual client. Clients are given the ability to impose restrictions on their accounts, including specific investment selections and sectors. However, we will not enter into an investment advisor relationship with a client whose investment objectives may be considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. Wrap-Fee Program versus Portfolio Management Program In traditional management programs, advisory services are provided for a fee but transaction services are billed separately on a per-transaction basis. In wrap-fee programs, advisory services and transaction services are provided for one fee. We do not act as a portfolio manager of or sponsor wrap fee programs. Client Assets Managed by Advisor The amount of client’s assets managed by Advisor totaled $205,145,366 as of December 31, 2023, with $191,137,833 managed on a discretionary basis and $14,007,533 managed on a non-discretionary basis.