Terms & Conditions

Effective Date: January 1, 2026 · Last Updated: May 21, 2026 · Version 1.0

Important Notice

Please read these Terms and Conditions carefully before using our website or services. By accessing our website, submitting an inquiry, or investing in Apex Capital Fund, you agree to be bound by these Terms. If you do not agree, please do not use our services.

Table of Contents

01 Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Investor," "User," or "you") and Apex Capital Fund LLC ("Apex Capital," "we," "us," or "our"), a Delaware limited liability company headquartered at One World Trade Center, New York, NY 10007.

These Terms govern your access to and use of our website (apexcapitalfund.com), investor portal, and all associated services. By accessing our website or services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy and Cookie Policy, each incorporated herein by reference.

We reserve the right to modify these Terms at any time. We will provide notice of material changes by email (to registered investors) and by posting updated Terms on our website. Your continued use of our services after any changes constitutes acceptance of the revised Terms.

02 Eligibility

Access to Apex Capital Fund's investment services is restricted to:

  • Accredited Investors as defined under Rule 501 of Regulation D of the Securities Act of 1933 (for U.S. persons). This includes individuals with a net worth exceeding $1,000,000 (excluding primary residence) or annual income exceeding $200,000 ($300,000 for joint filers) in each of the two most recent years with reasonable expectation of the same income in the current year.

  • Qualified Purchasers and Qualified Institutional Buyers as defined under applicable U.S. securities laws.

  • Non-U.S. Persons who qualify under Regulation S and the applicable laws of their jurisdiction.

  • Individuals who are 18 years of age or older.

By using our services, you represent and warrant that you meet the eligibility criteria above. We reserve the right to verify your eligibility and to deny access at our discretion. Providing false information regarding your eligibility status may expose you to civil and criminal liability.

Hard AUM Cap

Apex Capital Fund maintains a hard ceiling of $150,000,000 in Assets Under Management. Investor access may be restricted once this threshold is reached. Meeting eligibility criteria does not guarantee the ability to invest.

03 Investment Services

Apex Capital Fund is an actively managed digital asset fund that employs quantitative signals and discretionary active management to trade digital asset markets. Key characteristics of our fund include:

  • A 65% USDT floor — a minimum of 65% of AUM is maintained in stablecoins at all times, ensuring liquidity.

  • No management fees — our compensation is exclusively performance-based, aligning our interests with those of our investors.

  • 24/7 operational presence with rules-based position sizing and risk management.

  • The fund never averages into losing positions and does not employ leverage beyond pre-defined risk parameters.

  • Distribution of yield and returns is handled via smart contracts deployed on Ethereum Mainnet, Arbitrum, Base, or Avalanche Evergreen networks.

All investments are governed by the Private Placement Memorandum (PPM), Limited Partnership Agreement (LPA), and Subscription Agreement provided upon successful KYC/AML verification. In the event of any conflict between these Terms and the PPM, the PPM shall prevail with respect to investment-specific matters.

04 Investment Risks & Important Disclosures

Risk Warning — Please Read Carefully

Investing in digital assets and cryptocurrency funds involves substantial risk of loss. Past performance is not indicative of future results. The fund's stated 2-year live track record of +48.7% average annual performance and 1.87 Sharpe ratio represents historical data only and does not guarantee future returns.

By investing in Apex Capital Fund, you acknowledge and accept the following risks:

  • Market Risk: Digital asset markets are highly volatile and can experience rapid and significant price movements.

  • Liquidity Risk: While we maintain a 65% USDT floor, redemptions may be subject to lock-up periods as specified in the PPM.

  • Regulatory Risk: The regulatory landscape for digital assets is evolving. New regulations may adversely affect fund operations.

  • Smart Contract Risk: Our use of blockchain-based smart contracts introduces technological risks including bugs, exploits, and network failures.

  • Concentration Risk: The fund trades exclusively in digital assets, which may be subject to correlated market movements.

  • Counterparty Risk: Exposure to exchange and custodian insolvency or operational failures.

  • Tax Risk: Digital asset transactions may have complex and evolving tax implications. Consult a qualified tax advisor.

You should not invest more than you can afford to lose. We strongly recommend consulting with independent financial, legal, and tax advisors before making any investment decision.

05 No Investment Advice

The information on our website, including performance statistics, strategy descriptions, and any other content, is provided for informational and marketing purposes only. Nothing on our website constitutes:

  • Investment advice, financial advice, or a recommendation to buy or sell any security or digital asset.

  • Legal, tax, or accounting advice.

  • An offer or solicitation to sell securities in any jurisdiction where such offer or solicitation is not permitted.

Apex Capital Fund is not a registered investment advisor under the Investment Advisers Act of 1940. Our investment management services are provided only to investors who have completed the full subscription process, executed all required legal documents, and passed KYC/AML verification.

06 Fees & Compensation

Apex Capital Fund operates on a performance-only fee structure. We do not charge management fees (sometimes called "2 and 20" — we charge 0 and 20). Specific fee arrangements including performance fee percentages, high-water marks, hurdle rates, and crystallization periods are detailed in each investor's Subscription Agreement and PPM.

By investing, you acknowledge that:

  • Performance fees are only earned when investors profit above applicable benchmarks.

  • Third-party costs (blockchain gas fees, custodian fees, audit fees, legal costs) may be charged to the fund as described in the PPM.

  • Fee structures may be subject to negotiation for large institutional allocations at our sole discretion.

07 Intellectual Property

All content on the Apex Capital Fund website, including but not limited to text, graphics, logos, icons, images, audio clips, data compilations, and software, is the property of Apex Capital Fund LLC or its content suppliers and is protected by applicable U.S. and international intellectual property laws.

You are granted a limited, non-exclusive, non-transferable license to access and use the website for your personal, non-commercial purposes only. You may not:

  • Reproduce, distribute, publish, or transmit any website content without our prior written consent.

  • Modify or create derivative works based on the website or its content.

  • Use any data mining, robots, or similar data gathering tools on the website.

  • Use our trademarks, logos, or trade names without our express written permission.

Our trading strategies, algorithms, and investment processes are proprietary and constitute trade secrets. Any unauthorized disclosure, reverse engineering, or misappropriation of this information is strictly prohibited.

08 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APEX CAPITAL FUND LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR:

  • Any investment losses, including loss of principal, arising from your investment in the fund.

  • Any indirect, incidental, special, consequential, or punitive damages arising from your use of (or inability to use) our website or services.

  • Any errors or omissions in the content of our website.

  • Unauthorized access to or alteration of your data.

  • Losses arising from smart contract failures, blockchain network disruptions, or digital asset exchange failures.

IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY, OUR LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Nothing in these Terms limits our liability for fraud, willful misconduct, or gross negligence, or any other liability that cannot be excluded by applicable law.

09 Indemnification

You agree to indemnify, defend, and hold harmless Apex Capital Fund LLC and its officers, directors, employees, partners, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to:

  • Your breach of these Terms or any other agreement with us.

  • Your violation of any applicable law or regulation.

  • Your misrepresentation regarding your eligibility status or accredited investor qualification.

  • Any claim by a third party related to your use of our website or services.

10 Dispute Resolution

Mandatory Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms, our Privacy Policy, or your use of our services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, rather than in court, except as provided below.

Exceptions: Either party may seek emergency injunctive relief in a court of competent jurisdiction to protect intellectual property rights or prevent imminent harm.

Class Action Waiver: YOU AGREE THAT ANY CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Arbitration Procedure: Arbitration shall take place in New York County, New York. The arbitrator's award shall be final and binding and may be entered in any court of competent jurisdiction.

11 SMS Communications

By providing your phone number and checking the applicable consent boxes on our contact forms, you agree to receive text messages from Apex Capital Fund. Two types of SMS communications are available:

  • Transactional Messages: Account notifications, transaction confirmations, appointment reminders, and service-related messages. Frequency varies based on account activity.

  • Marketing Messages: Promotional content, investment updates, special offers, and fund news. Frequency may vary.

Message and data rates may apply. To get help, text HELP to any message. To opt out of any SMS program, text STOP to any message. You may also contact us at [email protected] to opt out. Opting out of marketing SMS will not affect transactional messages necessary for your account.

12 Governing Law & Miscellaneous

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions, and applicable federal law.

Severability: If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

Entire Agreement: These Terms, together with our Privacy Policy, Cookie Policy, and any executed Subscription Agreements and PPM, constitute the entire agreement between you and Apex Capital Fund with respect to your use of our services.

Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Contact: For questions regarding these Terms, please contact us at [email protected] or at One World Trade Center, New York, NY 10007.

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Contact Information

Office Location

Apex Capital Investments, LLC

4230 Lafayette Center Dr., Suite A

Chantilly, VA 20151

Phone

Monday - Friday, 9am - 6pm EST