Apella Capital LLC

ITEM 5 - FEES AND COMPENSATION
           The Investment Advisory Agreement between a Client and Apella will outline the exact costs and other
           terms related to the Client’s Accounts agreed upon between the parties.
           Apella provides investment advisory services on a fee basis. Our standard fee is negotiable and is typically
           based on a percentage of the client’s assets under management (“AUM”) and the scope and complexity of
           the client’s overall advisory engagement. Our standard annual advisory fee for new client relationships is
           up to 1.50% of assets under management, except as described below in Item 5.A. Fees are generally
           charged quarterly in advance, based on the value of the account as of the last business day of the preceding
           quarter, unless otherwise specified in the client’s Investment Advisory Agreement.
           A. FEE SCHEDULE
                   INVESTMENT MANAGEMENT FEES
           Apella provides investment advisory services on a fee basis. Fees are negotiable and are typically based on
           a percentage of the client's assets under management ("AUM") and the scope and complexity of the client's
           overall advisory engagement. Our standard annual advisory fee for new client relationships is up to 1.50% of
           assets under management. Fees vary based on account size, complexity of services, and other factors, and
           are negotiable. The Firm has a minimum account size of $500,000 and retains the right to waive the
           minimum account size at its discretion. Certain client accounts are subject to fee arrangements that differ
           from the standard schedule, as further described below.

           Advisory fees reflect the cost of delivering services determined at the time a client relationship is
           established and may change over time. Clients who establish their fee arrangements in prior periods pay
           rates that differ from those applicable to new client relationships (including new client relationships resulting
           from advisory business acquisitions), which reflect changes in the cost-of-service delivery, operational
           infrastructure, or other factors affecting the Firm’s cost structure at that time. Apella reserves the right to
           adjust fees prospectively upon written notice to the client in accordance with the terms of the client’s
           advisory agreement.

           Investment Management Fees — Standard Fee Structure
           Apella offers investment management services for an annual fee based on the amount of assets under
           management. Fees are negotiable. The Firm's standard annual advisory fee schedule uses a tiered
           breakpoint structure, under which the client's total AUM is divided into incremental bands and each band is
           charged at the rate corresponding to that band. The rate applied to each increment decreases as total AUM
           increases. The client’s fee schedule is set forth in Exhibit A to the client's Investment Advisory Agreement.

           Apella's annual investment advisory fee may be higher than that charged by other investment advisers
           offering similar services and programs. In addition to advisory fees, clients incur charges imposed at the
           mutual fund or ETF level, including advisory fees and other fund expenses embedded in those products.

           Investment Management Fees — Legacy Linear Fee Structure (Certain Acquired Accounts)
           A subset of client accounts currently managed by the Firm are subject to a linear (or "total-AUM") fee
           structure. These accounts reflect fee arrangements that were in place prior to the Firm's acquisition of the
           advisory relationships associated with those accounts. The linear fee structure is not available to new clients
           and is not offered as an alternative fee arrangement to clients whose accounts are subject to the standard
           schedule.

           Under the linear structure, a single annual rate — determined by the client's total AUM — applies to the
           client's entire AUM balance, rather than to incremental bands. The applicable rate is identified in the client's
           Investment Advisory Agreement and fee exhibit.

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            How the Linear Fee Structure Differs from the Standard Tiered Structure:

            Under the standard tiered structure, each band of AUM is charged at the rate applicable to that
            increment only; lower rates apply solely to the portion of AUM above each threshold.

            Under the linear structure, the single applicable rate applies to the client's entire AUM balance. As a
            result:

             • Moving into a higher AUM band lowers the rate applied to the total balance, which may produce a
            lower total fee than under a tiered structure at the same AUM level.

             • A decrease in AUM that moves an account into a lower band will result in a higher rate being applied
            to the entire balance. Clients on a linear fee structure should be aware that a reduction in AUM near a
            band threshold may result in a higher effective fee than if the account were subject to the standard tiered
            structure.

            Clients subject to the linear fee structure are identified as such in their Investment Advisory Agreement.
            Clients with questions about the fee structure applicable to their account should contact the Firm.

           Fee Arrangements for Clients Joining Apella Through Acquisitions
           On a periodic basis, Apella acquires clients from other registered investment advisory firms through
           purchase transactions. In connection with such acquisitions, Apella reviews the fee arrangements of
...

ITEM 7 - TYPES OF CLIENTS
           Apella manages portfolios for individuals, high-net-worth individuals and families, estates, trusts,
           foundations, endowments and charitable foundations, retirement plans, corporations, and other business

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           entities, pension plans, 401k, 403b and similar account structures, among other types of clients. We provide
           investment management and advisory services to multi-generational families using separately managed
           accounts under a custodial relationship with an independent brokerage firm. The model strategies utilized
           by Apella IARs cover a range of investment strategies that include equity and fixed income allocations in
           varying percentages. The various model strategies are generally composed of pooled investments
           including mutual funds, exchange traded funds, and other similar registered products.
           Apella requires a minimum initial account value of $500,000 to engage us for services discussed in this
           brochure. However, sometimes, at our sole discretion, we may accept smaller accounts based on various
           criteria, such as anticipated future assets, related accounts, and other individual Client circumstances.
                   GENERAL INFORMATION ON PORTFOLIOS
           There is typically a cash position in each portfolio. The cash positions will be invested in a money market
           fund, which will vary depending on the custodian.
           Changes to portfolio holdings which comprise the portfolios may have tax consequences. If a client sells
           assets in a taxable account, they may have to pay tax on any gain. While Apella seeks to mitigate tax
           exposure, when possible, clients may incur a taxable event in connection with Apella’s management of their
           portfolios.
                   MUTUAL FUND PORTFOLIOS
           Clients’ investments may not match exactly the target allocations for the applicable model portfolio due to a
           variety of implementation factors, including but not limited to:
                        • the custodian or trading platform’s own trading algorithm;
                        • any changes in price from the time the positions are calculated to the time they are actually
                           traded;
                        • certain custodians may eliminate positions with small allocations; and, Apella may
                           determine not to implement, for a given client, changes made to the applicable model
                           portfolio due to client-specific factors, such as the desire to avoid realizing capital gains or
                           otherwise.
           The holdings comprising the model portfolios and the allocations to those holdings have changed over time
           and may change in the future.
           Please be advised that a Mutual Fund Portfolio which utilizes Vanguard mutual funds would subject
           investors to the funds’ frequent trading limitations.
                   ETF PORTFOLIOS
           Clients’ investments may not match exactly the target allocations for the applicable model portfolio due to a
           variety of implementation factors, including but not limited to:
                        • the custodian or trading platform’s own trading algorithm;
                        • any changes in price from the time the positions are calculated to the time they are actually
                           traded;
                        • the fact that ETFs can only be purchased in whole shares:
                        • certain custodians may eliminate positions with small allocations entirely and Apella may
                           also determine not to implement, for a given client, changes made to the applicable model
                           portfolio due to client-specific factors, such as the desire to avoid realizing capital gains or
                           otherwise.
           The holdings comprising the model portfolios and the allocations to those holdings have changed over time
           and may change in the future.

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                   OPERATIONAL REQUESTS
           Apella has adopted the following operational protocols which may affect the processing of a client’s account
           and requests.
           Some requests, including, but not limited to, distributions and liquidations, will ordinarily be processed on
           the same day if received by Apella, in good order, by 12 noon EST. All requests received after 12 noon EST
           will be handled on a best-efforts basis.
           Please note that Apella will use its best efforts to invest deposits and process model change requests within
           5 business days of receipt. Distributions from accounts may take up to 10 business days from receipt of
           request due to settlement dates, administrative duties, and other involved institutions’ various timelines.
           Please note that distributions or transfers related to the closing of an account may take up to 30 business
           days.
           Upon termination of an account, the custodian and/or Firm to which the client is transferring their account
           to may not be able to hold the funds in which the client is currently invested.