WHO WE ARE Oakwood Capital, Inc. (referred to as “we,” “our,” “us,” “Advisor,” or “Oakwood Capital”) is a corporation organized under the laws of the State of Minnesota since 1983. In February 2021, Oakwood Capital transitioned from a state-registered investment advisor to a registered investment advisor with the U.S. Securities and Exchange Commission (“SEC”). Prior to June 1, 2022, Oakwood Capital was previously known as Gardner Advisors, Inc. Oakwood Capital is principally owned by the Douglas S. King and Kathryn W. King Revocable Living Trust dated 06/24/1993. Douglas S. King is the President and Chief Compliance Officer (“CCO”) of Oakwood Capital, Inc. As an investment advisor, Oakwood Capital serves as a fiduciary to our clients, as defined under applicable laws and regulations. As a fiduciary, the Advisor upholds a duty of loyalty, fairness and good faith towards each client and seeks to mitigate potential conflicts of interest. Oakwood Capital’s fiduciary commitment is further described in the Advisor’s Code of Ethics. For more information regarding our Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, below. SERVICES WE OFFER Prior to offering any services, we conduct interviews with our clients to determine their financial needs and objectives. The interview will cover the client’s current financial situation, investment goals, and strategies. Based on this initial discussion, we will offer the client one or more of our advisory services below: Investment Advisory and Portfolio Management Services We provide investment advisory and portfolio management services to our clients, on a discretionary and non-discretionary basis, based on the specific needs and objectives of each client and the suitability of our products and services. Portfolios constructed by our investment advisors are managed on a non- discretionary basis, however, subject to a limited power of attorney (“LPOA”), Oakwood Capital will have authority to liquidate client assets solely for the purpose of satisfying payment of Oakwood Capital’s advisory fees in the event the client’s designated method of payment does not have sufficient cash reserves. Clients desiring discretionary portfolio management services may utilize Oakwood Capital Managed Portfolios options administered through Oakwood Capital Advisors, LLC, an affiliate of Oakwood Capital. Oakwood’s portfolios and investment strategies are overseen by Douglas S. King, its Chief Investment Officer (“CIO”). Clients electing to utilize Oakwood’s services will be charged a separate investment advisory and portfolio management services fee from Oakwood Capital’s normal management fee. Please see Item 5 – Fees and Compensation for more details. Prior to engaging Oakwood Capital to provide any investment advisory and portfolio management services, we require a written investment management agreement (“IMA”) signed by the client. The IMA outlines the agreed upon services, our investment management authority, and the fees the clients will incur for our services. Upon signing the IMA, we will gather the client’s financial information, such as their investment objectives, risk tolerance, investment philosophy, restrictions or prohibitions for their portfolio and/or assets, and other relevant information. The information gathered will be used to recommend an initial portfolio to the client. We encourage clients to discuss their goals and situation with us on an ongoing basis to ensure we are providing the most appropriate management of their assets. We provide continuous supervision and recommendations to rebalance the portfolio as changes in market conditions and client circumstances may require. We review client accounts annually at a minimum and conduct comprehensive client reviews annually. We will also conduct comprehensive client reviews in response to sudden changes in the market and as various circumstances may necessitate. Financial Planning and Consulting Services We provide our clients with a comprehensive analysis of their current financial situation, as well as detailed recommendations relating to the client’s financial goals and management of their financial resources. Upon collecting the pertinent information about the client’s financial situation and objectives, our investment advisor will present to the client a financial plan designed and tailored to achieve the client’s goals. Based on an analysis of the client’s individual needs, our financial planning service may include the following:
• Financial Profile Review and Analysis
• Budgeting and Cash Flow Analysis
• Retirement Planning and Analysis
• Estate Planning
• Investment Planning
• Tax Planning and Strategies
• Insurance Planning In some circumstances, clients may only require advice on a single aspect of the management of their financial resources. For these clients, we offer broad financial plans and/or general consulting services that address only those specific areas of interest or concern. Financial plans are based on the client’s financial situation at the time the plan is presented and are based on the financial information disclosed by the client. Clients are advised that certain assumptions may be made with respect to interest and inflation rates and the use of past trends and performance of the market and economy. Past performance is in no way an indication of future performance. Oakwood Capital cannot offer any guarantees or promises that the client’s financial goals and objectives will be met. Clients are under no obligation to act upon our recommendations, or to implement our recommendations through our firm. As the client’s financial situation, goals, objectives, or needs change, the client must notify us promptly so their financial plan may be updated accordingly upon the client’s request. Retirement Plan and Pension Consulting Services We offer retirement plan or pension consulting services to qualified plans and participants. Such advice may include periodic monitoring and reporting of third-party money managers’ performance, retirement planning advice to plan participants, employee education, asset allocation advice to the plan and participants, and periodic monitoring and reporting of participant and plan investments. The client agrees to furnish Oakwood Capital complete copies of all documents that establish and govern the plan and evidencing client’s authority to retain Oakwood Capital. The client shall promptly furnish Oakwood Capital any amendments to the plan, and client agrees that, if any amendment affects the rights or obligations of Oakwood Capital, such amendment shall be binding on Oakwood Capital only when received by Oakwood Capital, in writing. These accounts are regulated under the Employee Retirement Income Securities Act (“ERISA”). Oakwood Capital will provide retirement plan or pension consulting services to the client as described above. The participant must make the ultimate decision as to what investment option to select for their individual account. The client is free to seek independent advice about the appropriateness of any recommended services for the plan. The RBC Advisor Account The RBC Advisor Account is a wrap fee program sponsored by RBC Correspondent Services (“RBC”), a division of RBC Capital Markets Corporation, whereby clients are charged an annual asset-based fee for non- discretionary investment advisory services. Clients are not charged separately for commissions and transaction fees, subject to the exceptions of certain fees stated in RBC's wrap fee program brochure. The RBC Advisor Account is a non-discretionary account whereby an investment advisor of Oakwood Capital will assist the client in developing a portfolio of investments including mutual funds, ETFs and other securities. Oakwood Capital may recommend eligible securities, including mutual funds offered at their net asset value without any front-end or deferred sales charge, which may also include no-load funds which Oakwood Capital believes possesses investment characteristics that are consistent with the client’s risk tolerance and investment objectives. If the implemented investment portfolio consists of only mutual funds, clients will specify in writing the account and amount of assets to be invested in specific eligible mutual funds. This written fund allocation may subsequently be modified by the client by notifying us in writing. It is the client’s responsibility to advise us at such times as they determine rebalancing should occur. Neither RBC nor Oakwood Capital has discretionary authority with respect to the RBC Advisor Account; meaning you have the sole discretion to accept or reject an investment strategy or any specific recommendation to purchase, sell, or redeem securities. However, if your investment allocation includes a mutual fund share class that we deem is ineligible for this wrap fee program, we may recommend to the client equivalent products and shares which are eligible for this wrap fee program. The RBC Advisor Account is not for day trading or excessive trading (i.e., trading securities based on market timing). The RBC Advisor Account may be restricted or terminated at the discretion of RBC upon written notice to the client. Oakwood Capital will not act as a portfolio manager of the RBC Advisor Account, whereby it would have discretionary authority, but will rather work with the client on a non- discretionary basis to develop a portfolio of various investments appropriate for the client. In determining whether to establish an RBC Advisor Account, a client should be aware that the overall cost to the client may be higher or lower than the client might incur by purchasing the types of securities available in the RBC Advisor Account separately. RBC Consulting Solutions Program RBC’s Consulting Solutions Program is an advisory program through which our clients’ accounts are managed by one or more professional investment managers who are registered and/or affiliated with RBC and participating in RBC’s Consulting Solutions Program. Our investment advisor may provide you with information on investment managers whose investment philosophy and objectives may be compatible with your risk tolerance and investment objectives. Clients will select their investment manager on their Single Account Program Agreement with RBC and Oakwood Capital. Clients will not sign a separate agreement with the investment manager. Independent Money Managers Alphastar Capital Management, LLC Oakwood Capital partners with Alphastar Capital Management, LLC (“Alphastar”) and their platform. If deemed aligned with a client’s objectives, Oakwood may utilize Alphastar to actively manage all or a portion of a client’s assets. Alphastar will have discretion to determine the securities to be bought or sold within the client’s accounts subject to reasonable restrictions imposed by the client, and subject to the client’s signature on Alphastar’s agreement. Client accounts are reviewed regularly by Alphastar and rebalanced on a discretionary basis to ensure the client’s account does not deviate from the selected investment strategy. At its discretion, Alphastar may utilize one or more independent third-party managers (“Subadvisers”) to actively manage one or more portfolios on behalf of clients. Each Subadviser maintains its own firm brochure (Form ADV, Part 2A) and brochure supplements (Form ADV, Part 2B), which disclose important information about the Subadviser’s firm, its services, and conflicts of interest. When a Subadviser is engaged to provide services to a client, you will grant us the authority in the Client Agreement to receive, on your behalf, each Subadviser’s Form ADV Part 2A. However, you can revoke this authority at any time. Clients will receive a brochure which details the investment strategy, rebalancing options and methodology. A copy of the program brochure can be provided upon request by your investment advisor. Additionally, information on Alphastar, and any of its Subadvisers, is available on the SEC’s website at www.adviserinfo.sec.gov. We encourage clients to carefully review Alphastar’s brochure, and the brochures of its Subadvisers, for additional information regarding the investment strategies, processes and associated risks that impact client accounts. On at least an annual basis, Oakwood Capital will meet with clients to review the performance of client's account, investment guidelines and other relevant factors in order to assess what changes, if any, should be made to the management of client's account. Third-Party Separately Managed Account Programs Oakwood Capital offers services to act as a solicitor for, and offers advice about, various third-party separately managed account programs sponsored by unaffiliated investment advisors such as AssetMark or other third-party retirement plan service providers. In third-party separately managed account programs, the program sponsor selects the investments, monitors and evaluates investment performance, executes

portfolio transactions without commission charges, and provides custodial services. Oakwood Capital reviews several factors when determining which third-party investment advisor is best suitable for clients. These factors include but are not limited to: performance, investment objectives, fees, and methods of analysis. Third-party investment advisors to which Oakwood Capital refers its clients may not achieve the best rate of returns or charge the lowest fees in comparison to other third-party investment advisors. Clients recommended for these programs will receive a copy of the third-party investment advisor’s disclosure brochure from the program sponsor. Please see the recommended third-party investment advisor’s disclosure brochure for additional detailed information about the third-party investment advisor’s programs and fees. Typically, third-party managed programs are quoted as a single fee in which the client pays to the program sponsor. A separate agreement between Oakwood Capital and the client will address our portion of that fee. Third-party separately managed account programs provide separate fee program brochures which discuss total fees. As portfolio fees and fees for brokerage services will vary based on the program, the size of the account being managed, and the clearing firm at which trades are transacted, Oakwood Capital will seek to assure that the client is charged a competitive rate according to the size of the account being managed. However, please note, the total fees charged by the program sponsor, including brokerage and custodial fees, may exceed the cost of separately obtaining brokerage, custody and other services if such fees were negotiated separately. The client will receive performance reports, account value and billing information at least quarterly, and in some cases monthly, depending on the program used, from the program sponsor. As the relationship manager, Oakwood Capital will contact the client periodically to conduct a financial review utilizing the reports generated by the program sponsor. Interim reviews of client accounts with Oakwood Capital are available upon request by the client. The client’s advisor will monitor the performance of the third-party manager, on at least a quarterly basis, and will make recommendations or re-allocate assets amongst managers, as necessary. RBC Unified Portfolio (“RBC UP”) – formerly the Resource II Program RBC UP is a unified management account (“UMA”) program through which accounts are professionally managed by RBC as the overlay manager or an unaffiliated third-party overlay manager, Envestnet Asset Management, Inc. (“Envestnet”) (discussed below). The overlay manager manages the client’s assets through investments in mutual funds, exchange traded products (“ETPs”), and/or in accordance with one or more model portfolios, provided by model providers or RBC, all in a single account on a discretionary basis. Please review the disclosure documents provided by RBC for additional information and updates regarding the RBC UP program. Oakwood Capital will assist clients with the identification of investment objectives through preparation of a risk profile questionnaire and will assist clients in the selection of appropriate money managers available through RBC UP. The money managers selected under RBC UP will have discretion to determine the securities to be bought or sold within the client’s accounts subject to reasonable restrictions imposed by the client, subject to the client’s signature on the money manager’s account agreement. Client accounts are reviewed regularly by the overlay manager and rebalanced on a discretionary basis to ensure the client’s account does not deviate from the selected investment strategy. Upon transition of the client’s account(s) to the RBC UP program, the account's investment allocation will be reviewed or evaluated for rebalancing on an annual basis. Clients enrolled in the program will receive a program brochure which details the rebalancing frequency options and methodology. A copy of the program brochure can be provided upon request by your investment advisor. Client’s account(s) may be invested in model portfolios provided by overlay managers or may be allocated amongst third-party managers available through RBC UP by the overlay manager on a discretionary basis. Should the client not have or not desire to utilize an overlay manager through RBC UP, Oakwood Capital may recommend to the Client, on a non-discretionary basis, third-party managers available through RBC UP to allocate the Client’s account(s) to. On at least an annual basis, Oakwood Capital will meet with clients to review the performance of client's account, investment guidelines and other relevant factors in order to assess what changes, if any should be made to the management of client's account. Clients should refer to RBC’s disclosure brochure for additional information regarding RBC UP. In determining whether to participate in RBC UP, clients should be aware RBC UP is a wrap fee program sponsored by RBC where custody and brokerage fees are included in the total advisory fee charged to the client, subject to the exceptions of certain fees stated in RBC UP’s program brochure and the overall cost to the client may be higher or lower than what the client might incur by purchasing separately the types of securities available in the program. Oakwood Capital may recommend and refer its clients to various third- party money managers available through RBC UP. Envestnet Private Wealth Management Program Oakwood Capital accesses Envestnet Asset Management, Inc. (“Envestnet”) through an arrangement with RBC to offer our clients access to the Private Wealth Management Program offered by Envestnet. Envestnet and Oakwood Capital are not affiliated and are independent of one another. In this program, our investment advisors will recommend an Envestnet third-party manager to the client. Upon recommendation, the Client will receive copies of the Oakwood Capital’s Disclosure Brochure, Envestnet’s disclosure brochure, and the third-party manager’s disclosure brochure. Fees related to this program can be found in the respective disclosure brochure documents and your agreement with the respective advisors. Unbundled Managed Account Solutions Program (“uMAS Account”) The uMAS Account program allows clients to maintain an account custodied at RBC and receive advisory services from Oakwood Capital. The services from Oakwood Capital primarily include recommendations of Oakwood Capital-approved third-party money managers, who may or may not be on RBC’s list of approved third-party investment managers. Oakwood Capital will assist clients with the identification of investment objectives through preparation of a risk profile questionnaire and will assist clients in the selection of an appropriate money manager. The client will be provided a copy of the third-party managers disclosure brochure by Oakwood Capital. Oakwood Capital will meet with clients to review the performance of the client's account, investment guidelines and other relevant factors in order to assess what changes, if any should be made to the management of client's account on at least an annual basis. The client is required to sign a discretionary management agreement with their third-party manager of choice. The designated third-party manager will have discretion to determine the securities to be bought or sold within the client’s accounts subject to reasonable restrictions imposed by the client. Only the client will maintain discretion to hire and/or fire the third-party manager. AssetMark Oakwood Capital has partnered with AssetMark, which Sponsors the AssetMark Platform (“Platform”), a wrap fee program sponsored by AssetMark. Under the Platform, AssetMark provides account administration, custody, brokerage and advisory services under one flat fee. AssetMark and Oakwood Capital are not affiliated and are independent of one another. The Platform is a non-discretionary account whereby an investment advisor of Oakwood Capital will assist the client in assessing their needs and objectives and selecting which Risk Return Profile or model portfolio allocation is most suitable for the client. The client is required to sign a discretionary management agreement with AssetMark. AssetMark will have discretionary authority to determine what investments will be included in each model portfolio and thus will have discretion to determine the securities to be bought or sold within the client’s subject to the Risk Return or model portfolio selected by the client. Only the client will have the authority to terminate the relationship with AssetMark pursuant to its client agreement with AssetMark. The Client will receive copies of the Oakwood Capital’s Disclosure Brochure and AssetMark’s disclosure brochure, and the third-party manager’s disclosure brochure. Fees related to this program can be found in the respective disclosure brochure documents and the client’s agreement with AssetMark. AssetMark may pay Oakwood Capital referral fees, but the referral arrangement will not increase the fees payable by Clients referred to AssetMark by Oakwood Capital. TAILORED RELATIONSHIPS At Oakwood Capital, we offer the same suite of services to all of our clients. The management services and recommendations offered by Oakwood Capital are based on the individual needs of our clients and the suitability of products and services. Recommendations presented to clients and the implementation of such recommendations are dependent upon the information provided by the client to build the client’s financial profile, which outlines each client’s current situation (income, objectives, and risk tolerance levels) and is used to construct a client specific action plan to aid in the selection of a portfolio that matches their restrictions, needs, and targets. Clients may impose reasonable restrictions, in writing, on investing in certain securities or types of securities in accordance with their values and beliefs. We will make every effort to comply with the wishes of the client but cannot guarantee absolute adherence due to our use of indexed products, funds, and exchange traded funds (“ETF”) that are controlled by third-party managers. However, it is incumbent upon the client to disclose any restrictions and preferences in writing to Oakwood Capital prior to the implementation of our recommendations. Should the restrictions prevent Oakwood Capital from properly servicing the client account, or if the restrictions would require Oakwood Capital to deviate from its standard suite of services, Oakwood Capital reserves the right to terminate the relationship. WRAP FEE PROGRAM Oakwood Capital participates in a wrap fee program sponsored by RBC and AssetMark as outlined in Item 4 – The Advisor Account and RBC UP and AssetMark. Wrap Fee Programs are arrangements between broker-dealers, investment advisors, banks and other financial institutions, and affiliated and unaffiliated investment advisors through which the clients of such firms receive discretionary investment advisory, execution, clearing and custodial services in a “bundled” form. In exchange for these “bundled” services, the clients pay an all-inclusive (or “wrap”) fee determined as a percentage of the assets held in the wrap account. Wrap Fee Programs are not suitable for all investment needs, and any decision to participate in a Wrap Fee Program should be based on the client’s individual financial circumstances and investment goals. The benefits under a Wrap Fee Program depend, in part, upon the size of a client’s account and the number of transactions likely to be generated in the account. For example, clients enrolled in a wrap fee account that have little to no transactions will likely pay more than those not enrolled in a wrap fee. Participating in a Wrap Fee Program may cost more or less than the cost of purchasing such services separately from a broker- dealer. Oakwood Capital has a financial incentive to recommend the RBC Advisor Account and RBC UP over other programs and services as Oakwood Capital receives compensation for the client’s participation in these programs, which may be more than what Oakwood Capital would receive if the client paid separately for investment advisory, brokerage, and other services. For additional information regarding Advisor Account or RBC UP, please see RBC’s disclosure brochure. As investment advisors, we owe our clients a fiduciary duty to put the client’s interest first, which includes, but is not limited to, a duty of care, loyalty, obedience, and utmost good faith. To uphold our fiduciary duty to our clients, our investment advisors are required to conduct annual reviews to determine whether it remains in the client’s best interest to remain enrolled in the wrap fee programs. ASSETS UNDER MANAGEMENT When calculating regulatory assets under management, an investment advisor must include the value of any advisory account over which it exercises continuous and regular advisory or management services. As of December 31, 2023, Oakwood Capital reports $21,841,438 in client assets on a discretionary basis and $198,958,707 on a non-discretionary basis. The client assets total $220,800,145.