A. Description of Advisory Firm Apella (the “Firm”) is an investment adviser registered with the Securities and Exchange Commission (“SEC”) under the Investment Adviser Act of 1940 (the “Advisers Act”). The firm is located in West Hartford, Connecticut and was established in 2013. The firm was founded by and is currently operated under the control of David E. Connelly Jr. and Patrick A. Sweeny, and continues to be majority owned by David Connelly and Patrick Sweeny through Strategic Investment Holdings, LLC. Apella provides investment advisory services to individuals, trusts, estates, charitable organizations, corporations, and other business entities, pension plans, endowments, 401k, 403b and similar account structures, among other types of clients. The Firm has been an SEC Registered Investment Adviser since April 2014. As of December 31, 2023, the Firm had approximately $3.3 billion in discretionary and non-discretionary assets under management. In addition to the main Apella office in West Hartford, CT. the Firm also has various office locations throughout the United States. Apella offers services through its various remote offices. All Firm office locations are under common supervision and the advisory services are provided through Apella. B. Types of Advisory Services Investment Advisory Services Apella offers investment advisory services to clients through the efforts of the firm’s investment adviser representatives (“IARs or Financial Advisors”). Acting as a client’s investment adviser, the Apella IAR builds custom investment programs. The IAR collaborates with the client to develop objectives within suitable risk/reward parameters relative to the client’s financial circumstances, and then develop an appropriate asset allocation strategy. The Apella IAR begins with a model portfolio constructed for each specific investment strategy the Firm offers, and then tailors the model for each client, taking into account the client’s individual needs, including client requested restrictions, cash needs, tax considerations, and other items, while generally remaining consistent with the Firm’s model for that strategy. There may be an opportunity to employ client requested restrictions on a case-by-case basis; any proposed client requested restrictions should be provided to the Firm in writing in advance for its consideration. The Firm will also consider allowing clients to impose restrictions on investing in certain securities or types of securities. Apella acknowledges that it is a fiduciary with respect to any investment advice. Apella strives to ensure high standards of ethical conduct among its employees to protect the firm’s clients and firm reputation. Apella employees take their positions of trust seriously and must act professionally and with complete propriety at all times. The model strategies utilized by Apella IARs cover a range of investment strategies that include equity and fixed income allocations in varying percentages. The various model strategies are generally composed of pooled investments including mutual funds, exchange traded funds, and other similar registered products. Some of the model strategies are designed and maintained by the Investment Committee of Symmetry Partners, LLC (“Symmetry”) (an affiliated registered investment adviser). Apella or the Investment Committee, as the case may be, selects third party investment advisory firms (“External Managers”) to manage specific portions of the allocation consistent with the overall asset allocation strategy developed by the Investment Committee, including model portfolios comprised of the Symmetry-managed Panoramic Funds (described below under Panoramic Fund Model Portfolios). External Managers are selected based on an evaluation of the investment advisory organization, including the organization’s performance against selected benchmarks, investment style within a particular asset class, expenses and related factors. Apella also creates individual security portfolio solutions under the Apella Select program, designed to give clients exposures similar to several diversified indices, as well as offering specific factor emphasis. Apella or the Investment Committee, as the case may be, monitors the performance of External Managers, including managers’ adherence to investment style and continuing suitability with respect to model strategies and overall asset allocation strategy, as well as overall expense levels. As part of this monitoring process, Apella or the Investment Committee, as the case may be, employs the services of various outside consulting and research providers to obtain performance measurement, including index and peer group comparisons, and/or other services. Apella and/or the Investment Committee continually monitor the capital markets and various asset classes. Periodically, Apella and/or the In- vestment Committee may recommend adjustments to model strategies in seeking to avoid risk or gain exposures associated with investment opportunities. The Firm’s advisory services may include the following: reviewing the client’s investment portfolio at the commencement of the Apella advisory relationship; assessing the client’s investment needs and objectives; investment policy planning and suitability; developing an asset allocation strategy designed to meet client objectives; ongoing monitoring of the performance of the accounts; implementation of asset allocation strategy; reviewing accounts to ensure adherence to policy guidelines and rebalancing asset allocations when Apella, in its discretion, deems such re-balancing appropriate for the client; answering client inquiries; updating client information; and interviewing the client at least annually to identify changes in the client’s financial situation. The client should notify Apella promptly if the client’s financial situation or investment objectives change. Discretionary Services - As designated in the client’s Investment Advisory Agreement, Apella may be engaged to provide investment advisory services on a discretionary basis, whereby Apella may, without client consent, implement investment strategies or change portfolio holdings or allocations, provided all actions are consistent with a client’s risk tolerance and investment objectives. Please see Investment Discretion below, Item 16. Non-Discretionary Services - In contrast to “Discretionary Services,” when Apella is engaged (per the Investment Advisory Agreement) to provide Non-Discretionary advisory services, the Apella IAR will recommend a course of action and seek client consent or direction before proceeding with implementation. Qualified Plan Clients - Apella IARs may refer qualified plan clients to Symmetry for investment management services provided by the Symmetry Retirement Program. Qualified plan clients include those complying with the requirements of Section 401(a) (and related sections) of the Internal Revenue Code. Should a qualified plan client engage Symmetry for investment management services, the Apella IAR would serve as a co-adviser to the qualified plan client. Symmetry is an investment manager as defined in sections 402(c)(3) and (3)(38) of the Employment Retirement Income Security Act of 1974 (“ERISA”). Symmetry works with a select group of third-party administrators referred to as Symmetry's QP Partners. Symmetry offers its investment management services to 401(k) and qualified plans through the Symmetry Retirement Program. Symmetry services include, but are not limited to, reviewing investment options, recommending a portfolio structure, and recommending appropriate changes in portfolio holdings. A full description of the Symmetry Retirement Program will be provided to plan sponsor/client by the Apella IARs. Other Apella IARs services may include, but are not limited to, assist in assessing and gathering information to determine the suitability of Symmetry's services for the plan, assist in enrollment meetings, provide investment education to participants, be reasonably available to plan sponsor for questions and requests, and contacting the plan sponsor at least annually to see if there has been a change in the plan's financial situation. To the extent that an account is an employee benefit plan described in section 3(3) of ERISA and subject to Title I of ERISA (an “ERISA plan”) or a plan described in Section 4975(e)(1)(B) through (F) of the Internal Revenue Code of 1986, as amended (“Code”) and subject to Section 4975 of the Code, including an individual retirement account (an “IRA”) (each a “Retirement Client”), Apella acknowledges that it is a fiduciary under ERISA or the Code, or both, as applicable, with respect to any investment advice (as defined in 29 C.F.R. § 2510.3-21) it provides to the Retirement Client with respect to the Account. For additional information on Symmetry Partners, LLC, and their Retirement Program, please refer to Symmetry’s ADV Part 1 and 2A, which can be found at www.adviserinfo.sec.gov/Firm/120982. Conflict of Interest – IRA Rollover Recommendations When recommending that a client rollover his or her account from current retirement plan to an IRA, Apella and its investment adviser representatives have a conflict of interest. Apella and its representatives can earn investment advisory fees by recommending that a client rollover his or her account at the retirement plan to an IRA. Apella has taken steps to manage this conflict of interest arising from rolling over funds from an ERISA covered retirement plan to an IRA. Apella and its investment adviser representatives will: i. provide investment advice to ERISA covered retirement plan participant regarding a rollover of funds from the ERISA covered retirement plan in accordance with the fiduciary status described below, ii. not recommend investments which result in the firm receiving unreasonable compensation related to the rollover of funds from the ERISA covered retirement plan to an IRA, and iii. fully disclose compensation received by Apella and its supervised persons and any material conflicts of interest related to Apella recommending the rollover of funds from the ERISA covered retirement plan to an IRA and refrain from making any materially misleading statements regarding such rollover. Written Acknowledgement of Fiduciary Status When we provide investment advice to a client regarding their retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts, and will comply with Impartial Conduct Standards as described below. The way we make money creates some conflicts with client interests, so we operate under a special rule that requires us to act in the client’s best interest and not put our interest ahead of the client’s interest. Under this special rule’s provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put our financial interests ahead of the client’s interest when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in the client’s best interest;
• Charge no more than is reasonable for our services;
• Give basic information about conflicts of interest; and
• Assess, in writing, whether a rollover to Apella is in the client’s best interest. If our investment advice includes a recommendation that the Retirement Investor roll over assets to a Firm Account, or from one type of Firm Account to another, we are required to provide documentation of the specific reasons that such recommendation is in the Retirement Investor’s Best Interest. Financial Planning Apella also provides advice in the form of a financial plan. An advisory client of Apella may receive these services as part of the bundled services offered under the established advisory fee. Alternatively, clients who are seeking financial planning services only, may receive these services on a standalone basis for a flat fee. The flat fee is negotiable depending on the services provided and is typically a one-time fee unless the client requests the services the following year. Financial Planning clients that come through the various remote offices may pay an on- going financial planning fee for the services provided. All financial planning clients receive a written financial plan, providing the client with a detailed financial plan designed to achieve the client’s stated financial goals and objectives. Implementation of financial plan recommendations is entirely at the client’s discretion. In order to develop a comprehensive plan, the Apella IAR will:
• Determine and prioritize personal and financial goals, needs and objectives.
• Gather the pertinent data and documents and conduct personal interviews with the client and professional advisers.
• Analyze and evaluate a client’s overall financial situation.
• Develop and present investment and financial planning recommendations both verbally and in writing.
• Implement all investment and financial plans as directed by the client.
• Monitor and adjust plans as needed and directed on an ongoing basis. Depending on a client’s objectives, the resulting formal written plan will cover general financial planning, estate planning, educational fund planning, individual tax planning, retirement planning, risk management, and insurance planning. Financial Planning services provided to clients that come through the California offices will include extensive financial planning services such as:
• Establish and define the relationship with Client.
• Gather Client data.
• Analyze and evaluate the Client’s financial status – conduct interviews with client and professional advisers.
• Develop and present investment and financial planning recommendations both verbally and in writing, to include: o Evaluate Cash flow and advise on budgeting and debt management. o Evaluate and advise on tax, estate, and charitable giving. o Evaluate and advise on retirement and college planning. o Evaluate and advise on investment strategies and portfolio construction. o Evaluate and advise on risk management and insurance planning.

o Develop and present divorce planning recommendations. o Provide other financial planning services, as needed. Clients in the California offices are provided with a comprehensive service combining financial planning and investment advisory services, detailed in our investment advisory agreement that each client must sign. Joint Marketing Relationship Apella has entered into a Joint Marketing Agreement with CFS Financial, LLC, an investment adviser registered in the state of MA (“Referring Firm”), whereby Apella co- sponsors college planning seminars with Referring Firm. The purpose of the seminars is to educate participants regarding college funding options and, for a planning fee, to guide individuals (“College Planning Clients”) through the college funding process. Certain College Planning Clients have financial planning or investment advisory needs beyond the scope of services provided by Referring Firm. Referring Firm may refer such College Planning Clients to Apella for broader scope financial planning and/or for ongoing investment advisory services. Referring Firm receives fees for services it provides and additional compensation from Apella for referrals of clients for investment advisory services. As described above, Referral Firm receives a fee for referring College Planning Clients to Apella for investment advisory services. Therefore, Referral Firm has a financial incentive to recommend Apella to its College Planning Clients over similar firms that do not compensate Referral Firm for referrals. Clients referred by Referring Firm are subject to the same standard fee schedule as other Apella clients as other clients serviced by the same Apella office location. A portion of the investment advisory fee earned by Apella is then paid to Referral Firm. Given that Apella does not charge referred clients a higher fee than those clients not referred by Referral Firm, the referral fee serves to reduce the net fee retained by Apella. Investment Management Services Apella IARs may use any methods of analysis and any investment strategies the Firm believes will be helpful in achieving the investment objectives of its clients, consistent with any guidelines and restrictions that the client may otherwise request, and consistent with the information provided herein. The Firm uses a variety of investment approaches and techniques in managing client portfolios, with an emphasis on the use of quantitative research and proprietary models to manage accounts, and to monitor selected investments and performance against internal parameters. The Firm primarily utilizes model strategies designed by Symmetry to cover a wide range of investment objectives, risk tolerances, and time horizons, while individually providing managed investment allocations more closely tailored to a particular investor profile. The strategies vary in their equity and fixed income exposures – and, within the equity allocations, further variance with respect to market capitalization and style – and, within the fixed income allocations, further variance in credit quality and duration. The recommendations implicit in the model strategies may reflect recommendations being made by Symmetry contemporaneously to, or investment advisory decisions made contemporaneously for, similarly situated discretionary clients of Symmetry or affiliated entities. As a result, Symmetry or its affiliates may have already commenced trading before an Apella IAR has received or has had the opportunity to evaluate or act on Symmetry’s model strategy information. In this circumstance, trades ultimately placed by an Apella IAR for its clients may be subject to price movements that may result in Apella clients receiving prices that are less or more favorable than prices obtained by Symmetry for its client accounts. Symmetry also has model portfolios composed of proprietary mutual funds, the Symmetry Panoramic Funds, each a Fund and collectively the “Funds” which are registered with the SEC under the 1940 Act, (“40 Act”) and the Securities Act of 1933. Use of Symmetry Panoramic Funds in client portfolios is discussed further under Symmetry Panoramic Model Portfolios, below. Apella IARs manage the assets in client accounts and may invest a portion or all of a client’s assets in accordance with model strategies. IARs may also customize portfolios to better address the client’s stated investment objective, including but not limited to, tax sensitivity, allocation criteria, and liquidity requirements. In some cases, when a client account is transitioned to Apella through one of Apella’s office location locations, the client may remain in their legacy portfolio and continue to have that portfolio managed by Apella. The Firm may use other funds and/or other investments vehicles apart from those mentioned in this section based on the client’s unique circumstances. However, the primary investment vehicles utilized by Apella are mutual funds or exchange traded funds and the primary methodology is model based. Risks associated with these various vehicles are identified in Item 8 of this brochure. Certain Apella IARs manage assets for participants in specific employee sponsored retirement plans and annuity contracts. The individual investments available in the employee sponsored retirement plans and annuity contracts differ from the model portfolios designed and managed by the Apella IARs and Symmetry. For this reason, while target allocations are materially similar to those provided directly by Apella or Symmetry, the returns for similar allocations will differ. Apella has contracted with Orion Advisory Services, LLC (“Orion”) to utilize its technology platforms to support data reconciliation, performance reporting, fee calculation and billing, research, client database maintenance, quarterly performance evaluations, payable reports, website administration, models, trading platforms, and other functions related to the administrative tasks of managing client accounts. As a result of this arrangement, Orion will have access to client accounts, but Orion will not serve as an investment advisor to Apella clients. Apella has a separate Confidentiality Agreement with Orion and a copy of Apella’s privacy policy can be obtained on the Apella website at www.apellawealth.com. Apella and Orion are non-affiliated companies. Orion charges Apella a fee for each account administered by Orion. The annual fee is paid from the portion of the management fee retained by Apella. Symmetry Panoramic Model Portfolios The Apella IAR may recommend and utilize managed portfolio solutions composed of Symmetry Panoramic Funds. When Apella utilizes Symmetry Panoramic Fund Model Portfolios, Symmetry Partners receives a management fee from the Panoramic Funds. The management fee is in addition to the advisory fee paid to Apella by Clients. While every mutual fund or sub-advised portfolio component used by Apella carries its own sub-advisory or investment management fee, in cases when Apella uses the Symmetry-managed Panoramic Funds, the affiliated entities receive both the advisory fee at the Client account level (paid to Apella) and the investment management fee at the fund level (paid to Symmetry). While an Apella IAR will not receive more compensation for using Panoramic Fund Model Portfolios, Symmetry Partners will. The higher overall compensation received by the affiliated entities may create an incentive for an Apella IAR to recommend Panoramic Fund Model portfolios over another investment solution. This conflict created by higher affiliate compensation is addressed in a variety of ways, including disclosure of the conflict in this Brochure. In addition, as fiduciaries, the Apella IARs are required to consider the costs of any investment solution in conjunction with the anticipated benefits to the Client. The Apella IARs are further required to recommend only those investment solutions that are suitable for each client based on the client’s investment objectives, risk tolerance and financial situation and needs. Apella Select Apella Select services includes two distinct separately managed account (SMA) options. The Investable Index Series targets popular equity indexes, while the Multi-Factor Strategies are designed to capture multi-factor strategies comprised of individual stocks and ADRs.
• Investable Index Series Our Investable Index Series was designed to provide your Financial Advisor with Model options that behave in a manner similar to a broad-market index while, at the same time, allowing for customization and active overlay management techniques through individual security ownership.
• Multi-Factor Strategies Our Multi-Factor Strategies are comprised of broadly diversified investment solutions that include individual stocks and ADRs. These portfolios are constructed based on quantitative rules-based methods that seek to capture specific factor premiums, such as Value, Momentum and Profitability, and will rebalance on a regular basis to maintain intended diversification and factor exposures. Portfolios of individual securities may be the appropriate solution for clients with tastes and preferences or needs that are better met by these portfolios. The current offering includes strategies that cover the United States, International, and Global geographies and can include factors such as Value, Momentum, and Profitability (or Quality). Your Financial Advisor may utilize either of these Models to serve several construction objectives inside your portfolios. Your Financial Advisor may wish to use these Models as a core module inside of a larger core/satellite portfolio. These Models may also be suitable as a starting point to express your preferences for lifestyle- or religious- specific customizations that could otherwise not be expressed through a pooled vehicle such as an ETF or Mutual Fund. Finally, these Models may be utilized as a tax-aware module within your portfolio where specific tax lots of individual securities may be loss-harvested (see Tax Overlay Management Services) while at the same time demonstrating index-like tracking characteristics. While the Models themselves are not managed in a tax sensitive fashion, the structure does help facilitate more effective tax management from the dispersion among a sample of the constituents securities of an index as well as the potential for various tax lots for these securities.
• Completion Portfolios As noted above, the Investable Index Series offers investment solutions that closely track the performance of indices. In some cases, those solutions may not represent the entirety of a client’s appropriate investment solution. As such, Apella may offer model portfolios of mutual funds or ETFs that are intended to be paired with various solutions offered in the Investable Index Series in order to achieve a total portfolio solution consistent with a client’s needs. Examples of what may be included in Completion Portfolios include Emerging Market equity, small and micro-cap equity, high-turnover factor strategies like momentum, and other sub-strategies of a portfolio that may not be offered in the Invest- able Index Series.
• Tax Overlay Management Services Apella can provide Tax Overlay Management services to Apella Select accounts. In providing Tax Overlay Management services, we consider the tax consequences of transactions in your account and will adjust our services accordingly. We attempt to accomplish tax-aware investment management through gain-loss matching, harvesting losses and/ or gains, deferring gains until securities reach preferential tax status, and avoiding imprudent wash sale transactions to improve the after- tax return while staying as consistent as possible with the risk/return characteristics of your account’s Strategy. Our ability to improve your after-tax return depends on various factors beyond our control including economic and market conditions, regulatory changes, actions taken by your custodian broker-dealer, the specifics of your account’s strategy, the starting portfolio in your account, your tax circumstances and mandates as communicated by your Financial Advisor. Tax Overlay Management may cause the actual performance in your account to vary from the "stated" performance of the Strategy’s Manager. Tax Overlay Management services are provided in connection the Apella Select Program and to financial planning clients who receive services from one of Apella’s appropriately credentialed IARs. We do not provide general tax planning advice or services outside of these types of client engagements. To provide Tax Overlay Management services, we rely solely on the information provided by you and your custodian broker-dealer. If that information is inaccurate, incomplete or not timely, our ability to provide Tax Overlay Management may be adversely affected. We make no guaranty that taxes in your account will be reduced. If an account contains mutual funds and/or exchange traded funds (“ETFs”), our Tax Overlay Management services are generally applied on the portion of your account containing equity securities and not to the portion that consists predominantly of mutual funds and/or ETFs. By default, accounts are managed without Tax Overlay Management Services unless specifically elected by your Financial Advisor. Please note that with Apella Select there are minimum investment levels. C. Individual Tailored Services and Reasonable Restrictions Apella’s IARs assist clients in determining which model strategy or allocation is most appropriate for a client’s particular needs. Apella IARs may also customize portfolios to meet the unique needs and objectives of its clients. Clients may place reasonable restrictions on their accounts. However, Apella may decline a restriction request upon notice to the client if the request is fundamentally inconsistent with Apella’s investment philosophy, is counter to the client’s stated investment objectives, or would prevent the firm from properly servicing client accounts. D. Wrap Fee Programs Apella is not a sponsor of or a portfolio manager to a wrap fee program. E. Assets Under Management As of December 31, 2023, Apella’s assets under management total for discretionary assets under management was approximately $2,899,769,633 and non-discretionary assets under management of approximately $449,250,298.