OAKHURST CAPITAL ADVISORS, LLC

Disclosure Brochure for Oakhurst Capital Advisors, LLC November 5, 2025 3050 K Street NW, Suite 201 Washington, DC 20007 Telephone: 202-839-4910 This brochure provides information about the qualifications and business practices of Oakhurst Capital Advisors, LLC. If you have any questions about the contents of this brochure, please contact us at (202) 839-4910. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Oakhurst Capital Advisors, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. The CRD number for Oakhurst Capital Advisors, LLC is 311802. Oakhurst Capital Advisors, LLC is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training.  Material Changes This Disclosure Brochure for Oakhurst Capital Advisors, LLC (“OCA”) contains the following material changes since the last annual update on March 31, 2025: • The ownership of OCA has changed. In a two-part transaction, F/m Investments LLC (“FMI”) purchased OCA from Rowhouse Capital Partners, LLC (“Rowhouse”). Prior to that, Rowhouse re-purchased all of its equity interests from Lido Advisors LLC (“Lido”). FMI is a majority owned subsidiary of F/m Managers Group, LP (“FMG”), a subsidiary of 1251 Capital Group, Inc., a financial services holding company. • On April 17, 2025, OCA ceased to serve as investment sub-adviser to the Oakhurst Fixed Income Fund, the Oakhurst Short-Duration Bond Fund and the Oakhurst Short-Duration High Yield Credit Fund (each a “Fund” and together, the “Funds”). The Funds continued to be advised by FMI and continued to operate under the same principal investment strategies, with the same portfolio managers, who are now employees of FMI. • Further, at a meeting of the Board of Directors of The RBB Fund, Inc. held in May 2025, based on the recommendation of FMI, the Adviser to the Funds, the Board approved a Plan of Liquidation and Termination for the Oakhurst Short Duration Bond Fund and the Oakhurst Short Duration High Yield Credit Fund. On July 31, 2025, the two Funds were liquidated and their portfolios were transitioned into cash and/or cash equivalents. The Oakhurst Fixed Income Fund remains operational and continues to be advised by FMI, under the same principal investment strategy and with the same portfolio managers, who are now employees of FMI. You may also obtain a copy of this brochure by contacting Alison Miller, Chief Compliance Officer by phone at 617-981-3376 or by e-mail at compliance@fminvest.com. Additional information about OCA is available via the SEC’s website www.adviserinfo.sec.gov. 2  Disclosure Brochure Table of Contents Material Changes ........................................................................................................................ 2 Table of Contents ....................................................................................................................... 3 Item 4 - Advisory Business ......................................................................................................... 4 Item 5 - Fees & Compensation ................................................................................................... 6 Item 6- Performance-Based Fees & Side-By-Side Management ................................................. 8 Item 7 - Types of Clients ............................................................................................................. 8 Item 8 - Methods of Analysis, Investment Strategies & Risk of Loss ........................................... 8 Item 9 - Disciplinary Information ................................................................................................ 15 Item 10 - Other Financial Industry Activities & Affiliations .......................................................... 15 Item 11 - Code of Ethics, Participation or Interest in Client Transactions & Personal Trading ... 15 Item 12 - Brokerage Practices ................................................................................................... 16 Item 13 - Review of Accounts ................................................................................................... 19 Item 14 - Client Referrals & Other Compensation ..................................................................... 20 Item 15 - Custody ..................................................................................................................... 20 Item 16 - Investment Discretion ................................................................................................ 20 Item 17 - Voting Client Securities .............................................................................................. 21 Item 18 - Financial Information .................................................................................................. 21 3  Item 4 - Advisory Business General Description of Advisory Firm Oakhurst Capital Advisors, LLC (“OCA,” or the “Adviser”) is an investment adviser registered with the U.S. Securities and Exchange Commission. We provide investment advisory services to clients on both a discretionary and non-discretionary basis. OCA is a Delaware limited liability company formed on September 11, 2019, and is wholly owned by F/m Investments LLC (“FMI”). FMI purchased OCA from its former owners, Rowhouse Capital Partners, LLC (“Rowhouse”) and Lido Advisors LLC (“Lido”) in a two-part transaction in 2025. FMI is a majority owned subsidiary of F/m Managers Group, LP (“FMG”), a subsidiary of 1251 Capital Group, Inc., a financial services holding company. We serve as an investment adviser to various types of clients including pension and profit- sharing plans. OCA had $78.6 million in discretionary assets under management as of August 31, 2025. General Description of Advisory Services OCA is a diversified investment manager with experience delivering investment solutions. Our focus on providing strong risk adjusted returns is possible due to our deep commitment to proprietary research, rather than a dependence on Wall Street. We provide investment management services through separately managed accounts. In accounts managed by OCA, we manage investment products which include corporate bonds, municipal bonds, cash instruments, mortgage-backed securities, asset-backed securities, and government securities. Our firm provides continuous advice to a client regarding the investment of client funds based on the individual needs of the client or entity. Through personal discussions in which goals and objectives based on a client’s particular circumstances are established, we create and manage a portfolio based on those guidelines. During our data-gathering process, we determine the client’s objectives, time horizons, risk tolerance, and liquidity needs. As appropriate, we also review and discuss a client’s prior investment history, as well as family composition and background. We manage these advisory accounts on a discretionary basis using proprietary investment strategies and our advice is limited to investments within those strategies. We may accept non- discretionary accounts on occasion, but that is by exception only. Account supervision is guided by the client’s stated objectives (i.e., maximum capital appreciation, growth, income, or growth and income), as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. 4  Our investment recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company and will generally include advice regarding the following securities: • Exchange-listed securities • Securities traded over-the-counter • Corporate debt securities (other than commercial paper) • Commercial paper • Certificates of deposit • Municipal securities • Mutual fund shares (Advised or Sub-Advised funds) • United States governmental securities • Options contracts on securities Because some types of investments involve certain additional degrees of risk, they will only be implemented/recommended when consistent with the client’s stated investment objectives, tolerance for risk, liquidity and suitability. Mutual Fund Portfolio Management On April 17, 2025, OCA ceased to serve as investment sub-adviser to the Oakhurst Fixed Income Fund, the Oakhurst Short-Duration Bond Fund and the Oakhurst Short-Duration High Yield Credit Fund (each a “Fund” and together, the “Funds”). Thereafter, Funds continued to be advised by FMI and continued to operate under the same principal investment strategies, with the same portfolio managers, who are now employees of FMI. Further, at a meeting of the Board of Directors of The RBB Fund, Inc. held in May 2025, based on the recommendation of FMI, the Adviser to the Funds, the Board approved a Plan of Liquidation and Termination for the Oakhurst Short Duration Bond Fund and the Oakhurst Short Duration High Yield Credit Fund. On July 31, 2025, the two Funds were liquidated and their portfolios were transitioned into cash and/or cash equivalents. The Oakhurst Fixed Income Fund remains operational and continues to be advised by FMI, under the same principal investment strategy and with the same portfolio managers, who are now employees of FMI. Further information is available in the Funds’ Prospectus and Statement of Additional Information (“SAI”). Sub-Adviser Relationships OCA serves as a sub-adviser to other investment advisers, including its affiliated investment adviser, FMI, per the terms and conditions of a written sub-advisory agreement. With respect to its sub-advisory services, firms that engage OCA's sub-advisory services maintain both the initial and ongoing day-to-day relationship with the underlying client, including initial and ongoing determination of client suitability for our designated investment strategies. If the custodian/broker-dealer is directed by the investment adviser and/or client, OCA will be unable to negotiate commissions and/or transaction costs, and/or seek better execution. As a 5  result, the client could pay higher commissions or other transaction costs or greater spreads or receive less favorable net prices on transactions for the account than would otherwise be the case through alternative clearing arrangements recommended by OCA. Higher transaction costs adversely impact account performance. OCA also utilizes the services of its affiliate, FMI, as sub-adviser for accounts in which OCA is designated as investment adviser, including accounts for which it serves as the sub-adviser. We describe these business arrangements and relationships in more detail in Item 10 of this brochure. Item 5 - Fees & Compensation Our annual fees for Investment Supervisory Services are based upon a percentage of assets under management dictated by the investment strategy and structure of the products and services. Sub-advisory Fees When managing separately managed accounts as a sub-adviser, the investment adviser is charged a total sub-advisory fee not exceeding 0.50% of assets under management for fixed income strategies. This fee is inclusive of any amounts paid to OCA’s affiliated sub-adviser, and clients do not pay additional fees due to the relationship between the firms. The Fees are per annum and based on the average daily balance of the designated Account(s) pursuant to the Agreement between the investment adviser and OCA. Unless agreed upon otherwise, the Fees are payable quarterly in arrears and OCA calculates and invoices the investment adviser following the end of each quarter. OCA does not generally manage accounts directly but fees for directly managed separately managed portfolios are charged as a percentage of assets under management and range from 0.10% - 1.00%, determined by strategy, mix of equity and fixed income, minimum investment, level of service and overall relationship with OCA. Fees are prorated for periods less than a full billing cycle and adjusted to cover any additional contributions made during that period. Limited Negotiability of Advisory Fees: Although OCA has established the aforementioned fee schedule(s), we retain the discretion to negotiate alternative fees on a client-by-client basis. Client facts, circumstances and needs are considered in determining the fee schedule. These include the complexity of the client, assets to be placed under management, anticipated future additional assets; related accounts; portfolio style, account composition, reports, among other factors. The specific annual fee schedule is identified in the contract between the adviser and each client. We may group certain related client accounts for the purposes of achieving the minimum account size requirements and determining the annualized fee. Discounts, not generally available to our advisory clients, may be offered to family members and friends of associated persons of our firm. 6  Fees for separate account management are deducted from the client’s account at the custodian. OCA may allow for clients to receive an invoice for payment instead. This method is by exception only. General Information Termination of the Advisory Relationship: A client agreement may be canceled at any time, by either party, for any reason upon receipt of written notice. Upon termination of any account, any prepaid, unearned fees will be promptly refunded. In calculating a client’s reimbursement of fees, we will pro rate the reimbursement according to the number of days remaining in the billing period. Mutual Fund Fees: All fees paid to OCA for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are described in each fund’s prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without our services. In that case, the client would not receive the services provided by our firm which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client’s financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for the fees and expenses charged by custodians and imposed by broker dealers, including, but not limited to, any transaction charges imposed by a broker dealer with which an independent investment manager effects transaction for the client’s account(s). Please refer to the “Brokerage Practices” section (Item 12) of this Form ADV for additional information. Grandfathering of Minimum Account Requirements: Pre-existing advisory clients are subject to OCA’s minimum account requirements and advisory fees in effect at the time the client entered into the advisory relationship. Therefore, our firm’s minimum account requirements will differ among clients. ERISA Accounts: OCA is deemed to be a fiduciary to advisory clients that are employee benefit plans or individual retirement accounts (IRAs) pursuant to the Employee Retirement Income and Securities Act (“ERISA”), and regulations under the Internal Revenue Code of 1986 (the “Code”), respectively. As such, our firm is subject to specific duties and obligations under ERISA and the Internal Revenue Code that include, among other things, restrictions concerning certain forms of compensation. To avoid engaging in prohibited transactions, OCA may only charge fees for investment advice about products for which our firm and/or our related persons do not receive any commissions or 12b-1 fees. Advisory Fees in General: Clients should note that similar advisory services may (or may not) be available from other registered (or unregistered) investment advisers for similar or lower fees. 7  Item 6- Performance-Based Fees & Side-By-Side Management OCA does not manage any client accounts utilizing a performance-based fee arrangement. As a result, OCA has no conflicts of interest between accounts that pay asset-based fees and accounts that pay performance-based fees (known as “side-by-side management”). Item 7 - Types of Clients OCA provides advisory services to the following types of clients: • Pension and profit-sharing plans (other than plan participants) As previously disclosed in Item 5, our firm has established certain initial minimum account requirements, based on the nature of the service(s) being provided. For a more detailed understanding of those requirements, please review the disclosures provided in each applicable service. Item 8 - Methods of Analysis, Investment Strategies & Risk of Loss We use the following methods of analysis in formulating our investment advice and/or managing client assets: Fundamental Analysis. We attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Quantitative Analysis. We use mathematical models to obtain more accurate measurements of a company’s quantifiable data, such as the value of a share price or earnings per share and predict changes to that data. A risk in using quantitative analysis is that the models used may be based on assumptions that prove to be incorrect. Qualitative Analysis. We subjectively evaluate non-quantifiable factors such as quality of management, labor relations, and strength of research and development factors not readily subject to measurement and predict changes to share price based on that data. A risk in using qualitative analysis is that our subjective judgment may prove incorrect. Risks for all forms of analysis. Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be 8  incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. Investment Strategies We use the following strategies in managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client’s investment objectives, risk tolerance, and time horizons, among other considerations: Long-Term Purchases. We purchase securities with the idea of holding them in the client’s account for a year or longer. Typically, we employ this strategy when: • we believe the securities to be currently undervalued; and/or • we want exposure to a particular asset class over time, regardless of the current projection for this class. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. Short-Term Purchases. When utilizing this strategy, we purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. Trading. We purchase securities with the idea of selling them very quickly (typically within 30 days or less). We do this in an attempt to take advantage of our predictions of brief price swings. Margin Transactions. We may purchase stocks for your portfolio with money borrowed against securities from your brokerage account. This allows you to purchase more stock than you would be able to with your available cash and allows us to purchase stock without selling other holdings. Principal Investment Strategies Core Fixed Income OCA’s fixed-income portfolio consists primarily of investment grade securities that OCA believes are capable of achieving three primary objectives: 1) producing returns higher than those offered by short-term United States Government securities; 2) maintaining low exposure to risk; and 3) preserving the returns earned. Short Duration Fixed Income The investment objective of the short duration strategy is to seek a high level of income consistent with preservation of capital and liquidity. It seeks to achieve its investment objective by investing primarily in a diversified portfolio of short duration fixed-income securities. The investments may include various types of fixed income securities, including those issued by the U.S. Government and its agencies, foreign government debt securities, domestic and foreign 9  corporate bonds, convertible securities, bank obligations, money market securities, mortgage- backed and other asset-backed securities and collateralized mortgage obligations. High Yield The primary objective is to achieve a return in excess of the comparable return of the ICE BofA High Yield Index through investment primarily in non-investment grade debt securities that OCA believes to have satisfactory fundamentals with strong industry economic trends or were issued by companies within weak economic sectors that appear to have reasonably sound or improving credit characteristics. Short Duration High Yield The primary objective is high current yield and total return, through investing in non-investment grade debt, especially targeting securities which OCA believes are likely to be called or redeemed in the foreseeable future. Through low volatility of both securities and portfolio return, OCA strives to provide an appropriate investment vehicle for investors who are seeking primarily high current yield, at less than average risk than other non-investment grade portfolios. California Tax Exempt The portfolio consists primarily but not necessarily exclusively of California tax exempt securities that are rated investment grade at the time of purchase and that OCA believes are capable of achieving three primary objectives: 1) producing for individuals and corporations resident in California, after-tax returns higher than those offered by intermediate-term United States Government securities; 2) maintaining low exposure to risk; and 3) preserving the returns earned. National Tax Exempt The strategy seeks to achieve maximum income and capital preservation by investing primarily in investment grade municipal bonds and tax-exempt securities from various states. Corporate Bond The strategy seeks current income and growth of capital while striving to optimize the risk-return tradeoff. Portfolios will primarily be invested in corporate bonds across the entire maturity spectrum, with taxable municipal bonds and U.S. government and agency securities utilized on occasion. Non-Principal Strategies Temporary Defensive Positions: From time to time, OCA may take temporary defensive positions in attempting to respond to adverse market, economic, political or other conditions. For example, OCA managed portfolios may hold all or a portion of its assets in money market instruments, including money market funds or repurchase agreements. If the OCA managed portfolio invests in a money market fund, the client will indirectly incur the operating expenses of such fund. As a result of engaging in these temporary measures, the client may not achieve its investment objective. OCA managed portfolios may also invest in money market instruments at any time to maintain liquidity or pending selection of investments in accordance with its strategies. 10  Foreign Securities: OCA managed strategies may invest in foreign corporate and foreign government debt securities. The OCA managed portfolio’s foreign investments must meet the same quality requirements of its U.S. debt instruments. OCA’s high yield strategies may invest in floating rate senior secured loans issued by foreign corporations. Investments in foreign government debt securities and foreign corporate bonds will generally be U.S. dollar denominated. Risk of Loss. Securities investments are not guaranteed, and you may lose money on your investments. We ask that you work with us to help us understand your tolerance for risk. Clients should understand that investing in any securities, including mutual funds, involves a risk of loss of both income and principal. General Risks Caused by Investing in the Bond Market As with any investment in the stock or bond market, the returns of investments made in OCA- managed investment strategies will vary and you could lose money. OCA investment strategies are subject to market risk, which is the risk that your investment’s value will fluctuate as market prices fluctuate. The fixed-income securities market has been and may continue to be negatively affected by the COVID-19 pandemic. As with other serious economic disruptions, governmental authorities and regulators are responding to this crisis with significant fiscal and monetary policy changes, including lowering interest rates, and purchasing large quantities of U.S. Government securities in the open market. The end of any of these programs could cause OCA managed portfolios to experience a heightened level of volatility or interest rate risk. OCA managed portfolios are also subject to management risk, which is the risk that the Sub-Advisers’ analysis of economic conditions and expectations regarding interest rate changes may fail to produce the intended results. Your investment is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. OCA’s investment strategies may not be appropriate for use as a complete investment program. At times when OCA emphasizes a particular sector of the fixed income market, the value of the OCA managed portfolio will be more susceptible to the financial, market or economic events affecting that sector than would be the case for strategies that do not emphasize investment in a particular sector. This may increase the risk of loss associated with OCA managed strategies and increase the volatility of your account. Concentration Risk - Mortgage-Backed Securities. To the extent the OCA managed strategies are concentrated in the securities of a particular market segment or asset class, the portfolio may be more susceptible to an increased risk of loss due to adverse events, than the market as a whole. Mortgage-backed securities are less effective than other types of securities as a means of “locking in” attractive long-term interest rates because of the need to reinvest prepayments of principal and the possibility of significant unscheduled prepayments resulting from declines in interest rates. Mortgage-backed securities are subject to greater prepayment risk during periods when interest rates decline. Prepayment risk is the risk that the principal on mortgage-backed securities, other asset-backed securities or any fixed income security with an embedded call option may be prepaid at any time, which could reduce yield and market value. This could reduce the effective maturity of a mortgage-backed security and cause OCA managed strategies to reinvest its assets at a lower prevailing interest rate. Mortgage-backed securities are subject to extension risk which is the risk that rising interest rates will increase the effective maturity of mortgage-backed securities due to the deceleration of prepayments. Small 11  movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed securities. Non-agency mortgage-backed securities have no direct or indirect government or agency guarantees of payment and may have a limited market especially when there is perceived weakness in the mortgage and real estate market sectors. Mortgage-backed securities may also be subject to risks unique to the housing industry, including mortgage lending practices, defaults, foreclosures and changes in real estate values. OCA managed strategies’ investments in collateralized mortgage obligations are subject to the risk that payments may not be made on time, prepayment and extension risk and market risk when interest rates rise. Collateralized mortgage securities may be less liquid and may exhibit greater price volatility than other types of mortgage securities. The value of mortgage-backed securities has been and may continue to be negatively affected by the COVID-19 pandemic and could potentially result in a higher rate of defaults and foreclosures. As a result of OCA’s policy to concentrate in mortgage-backed securities in certain strategies, OCA managed portfolios may be subject to the risks associated with these securities to a greater degree than a strategy that does not concentrate in mortgage-backed securities. Privately Placed and Rule 144A Securities. Investments in Rule 144A securities and other privately placed securities may be less liquid and subject to greater volatility than publicly traded securities. An insufficient number of qualified institutional buyers purchasing Rule 144A securities could adversely affect the marketability of such securities and OCA may be unable to dispose of such securities promptly or at a reasonable price. Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by OCA or less than what may be considered the fair value of such securities. Companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that might be applicable to publicly traded securities. Interest Rate Risk. Interest rate changes can be sudden and unpredictable, and a wide variety of factors can cause interest rates to rise, such as central bank monetary policies, inflation rates, supply and demand and general economic conditions. The value of OCA managed accounts generally is expected to increase during periods of falling interest rates and to decrease during periods of rising interest rates. The magnitude of these fluctuations will generally be greater if OCA managed portfolios hold securities with longer maturities or lower quality ratings. The interest earned on OCA managed portfolios’ investments in fixed income securities may decline when prevailing interest rates fall. Over the longer-term, rising interest rates may present a greater risk than has historically been the case due to the prolonged period of low interest rates, the effect of government fiscal policy initiatives, and the potential market reaction to those initiatives. OCA managed portfolios are also subject to the risk that the income generated by its investments may not keep pace with inflation. Other Fixed Income Securities Risks • Maturity Risk. Longer-term securities generally have greater price fluctuations and are more sensitive to interest rate changes than shorter-term securities. Therefore, OCA managed portfolios may experience greater price fluctuations when it holds securities with longer maturities. • Credit Risk. Credit risk is the risk that the issuer of a security will not be able to make payments of interest and principal when due. Deterioration in the financial condition of an 12  issuer or deterioration in general economic conditions could cause an issuer to fail to make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may affect the value of OCA managed portfolios’ investments in that issuer. A credit agency’s rating represents the organization’s opinion as to the credit quality of a security but is not an absolute standard of quality or guarantee as to the creditworthiness of an issuer. Ratings from a credit agency present an inherent conflict of interest, because the agency is paid by the entities whose securities they rate. Rating agencies may fail to move quickly enough to change ratings in response to changing circumstances, and a rating may not reflect the fine shadings of risks within a given quality grade. • Liquidity Risk. Liquidity risk is the risk that a limited market for a security may make it difficult for that security to be sold at an advantageous time or price. Liquidity risk may be magnified during times of instability in the credit markets, rising interest rates, high selling activity, or other circumstances where investor withdrawals from fixed income strategies may be higher than normal. The capacity of traditional dealers to engage in fixed income trading has not kept pace with the fixed income market’s growth, causing dealer inventories to be at or near historical lows relative to market size. The reduction in dealer inventories could lead to decreased liquidity, increased volatility and wider spreads, which may become exacerbated during periods of economic or political stress. Lower rated securities may be subject to greater levels of liquidity risk. If a fixed income security is downgraded or declines in price, the market demand may be limited, making that security difficult to sell. Additionally, the market for certain fixed-income securities may become illiquid under adverse market or economic conditions, independent of any specific adverse changes in the conditions of a particular issuer. • LIBOR Transition Risk. OCA strategies may invest in securities or derivatives that are based on the London Interbank Offered Rate (LIBOR). In March 2021, it was announced that most LIBOR settings will no longer be published after the end of 2021 and a majority of U.S. dollar LIBOR settings will no longer be published after June 30, 2023. Although the transition away from LIBOR has become increasingly well-defined in advance of the anticipated discontinuation date, there remains uncertainty regarding the nature of any replacement rate and any potential effects on the Fund or on certain instruments in which the Fund invests. LIBOR transition risk is the risk that the transition from LIBOR to alternative interest rate benchmarks may involve, among other things, increased volatility or illiquidity in markets for instruments that currently rely on LIBOR, a reduction in the value of certain LIBOR based instruments held by OCA strategies, or other unintended consequences. • U.S. Government Securities. Some U.S. Government securities, such as U.S. Government agency notes and bonds, are neither insured nor guaranteed by the U.S. Government, meaning they are only supported by the right of the issuer to borrow from the U.S. Government or by the credit of the agency issuing the obligation. If the OCA strategy invests in a Quasigovernment security that is not backed by the U.S. Government, there is no assurance that the U.S. Government would provide support, and the OCA strategy’s performance could be adversely impacted if there is a deterioration in the financial condition of the issuer. • Other Asset-Backed Securities. Asset-backed securities may be affected by factors concerning the interests in and structure of the issuer or the originator of the receivables, 13  the creditworthiness of the entities that provide any supporting letters of credit or other credit enhancements or the market’s assessment of the quality of the underlying security. • High Yield Securities. High-yield securities or junk bonds are often considered to be speculative and involve greater risk of default or price changes than investment grade fixed-income securities due to changes in the issuers or the market’s perception of an issuer’s creditworthiness. The issuers of these securities may not be as financially strong as the issuers of higher rated securities. Prices of lower-rated securities have been found to be less sensitive to interest rate changes and more sensitive to adverse economic changes and individual corporate developments than more highly rated investments. When a security’s rating is reduced below investment grade, it may be more difficult for the OCA managed portfolio to receive income from its investment. • Convertible Securities. Convertible securities are bonds, preferred stocks, and other securities that pay interest or dividends and are convertible into common stocks or carry the right to purchase common stock. In general, a convertible security performs more like a stock when the price of the underlying stock is high (because it is assumed that it will be converted into the stock) and more like a bond when the price of the underlying stock is low (because it is assumed that it will mature without being converted). Therefore, a convertible security is subject to risks associated with both fixed-income and equity securities. The return and value of an equity security will fluctuate in response to stock market movements. Factors such as earnings, interest rates, political events, war, acts of terrorism, government defaults or shutdowns, public health issues, recessions or other events could have a significant effect on the stock market and the value of convertible securities. Convertible securities rank senior to common stock in a corporations’ capital structure but are usually subordinated to comparable non-convertible securities. Convertible securities may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument and in some instances may be subject to conversion into or an exchange for another security at the option of the issuer. • Bank Obligation Investments. The value of an OCA managed portfolio’s investments in bank obligations will be more susceptible to adverse events affecting the U.S. banking industry. Banks are highly regulated and any decisions by regulators that limit the loans a bank may make or the interest rates or fees they charge, may negatively impact a bank’s profitability. • Sector Risk. To the extent OCA invests more heavily in particular sectors, its performance will be especially sensitive to developments that significantly affect those sectors. Individual sectors may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all react in the same way to economic, political or regulatory events. Other Risks • Foreign Securities. The value of foreign securities may be affected by the imposition of new government regulations, changes in diplomatic relations between the U.S. and another country, political and economic instability, the imposition or tightening of exchange controls, tariffs, increased taxation and confiscation of investor assets. Foreign securities markets may have limited regulatory oversight and greater price volatility, higher trading costs, difficulties in settlement, limits on foreign ownership and less 14  stringent accounting and disclosure requirements. Changes in the exchange rate between the U.S. dollar and a foreign currency may reduce the value of an investment in a security denominated in that foreign currency. • Active and Frequent Trading Risk. OCA’s strategy of investing on a short-term basis might result in a high degree of portfolio turnover. In addition, OCA managed portfolios’ turnover rate(s) may vary significantly from time to time depending on economic and market conditions. High portfolio turnover rates will increase client transaction costs, which can adversely affect their portfolios’ performance. High portfolio turnover rate may also cause higher transaction costs and higher levels of current tax liability. • Technology and Cybersecurity Risk. Various technologies are used by OCA, the Sub- Adviser, and other service providers in connection with their operations and in providing services to OCA. There is a risk that technology malfunctions, breaches in cybersecurity or other circumstances affecting these technologies may adversely impact OCA’s operations, including client services OCA’s investment management services, or may result in the release of proprietary information concerning the client, reputational damage to OCA, or regulatory violations. In turn, these events may cause OCA to incur penalties, additional costs and financial loss. Item 9 - Disciplinary Information OCA has no disciplinary history to report. Item 10 - Other Financial Industry Activities & Affiliations OCA is owned by F/m Investments LLC (“FMI”) with a principal address of 3050 K St. NW, Suite 201, Washington, DC 20009. FMI is a majority owned subsidiary of F/m Managers Group, LP (“FMG”), a subsidiary of 1251 Capital Group, Inc., which is a financial services holding company. Item 11 - Code of Ethics, Participation or Interest in Client Transactions & Personal Trading Our Code of Ethics (the “Code”) sets out general ethical standards applicable to our employees. Our employees are expected to maintain the highest ethical standards, embody a business culture that supports actions based on what is right rather than expediency, deal fairly with customers and one another, protect confidential information and seek guidance about ethical questions. More specifically with respect to advisory activities, the Code requires that whenever we act in a fiduciary capacity, we will endeavor to consistently put the client’s interest ahead of ours. We will not engage in fraudulent, deceptive or manipulative conduct with respect to clients, and will act with appropriate care, skill and diligence. Advisory personnel are required to know when we are acting as a fiduciary with respect to the work they are doing. If we are, employees are expected to comply with all fiduciary standards applicable to us in performing their duties. In addition, employees must put the client’s interest ahead of their own personal interest. An employee’s fiduciary duty is a personal obligation. 15  In addition to these ethical principles, the Code requires that our staff acknowledge receipt of the Code, report violations of the Code and comply with applicable federal and state securities laws. The Code also incorporates a personal securities trading policy, which is intended to deter and prevent insider trading among other things. The policy contains detailed requirements for respecting information barriers relating to material nonpublic information, as well as restricting, reporting and monitoring employees' personal securities trading. We will provide a copy of the Code, free of charge, to any client or prospective client upon request. Participation or Interest in Client Transactions It is possible, although not a general practice of OCA, that we may recommend that clients (or the funds which we manage) buy or sell securities or investment products in which a related person of OCA or an employee of OCA has some financial interest. We require that all of our supervised persons act in accordance with all applicable federal and state regulations governing their activities in their capacities as such. Furthermore, we have adopted the Code expressing the firm’s commitment to ethical conduct and prohibiting certain types of transactions. See “Code of Ethics” above. Individuals associated with us may buy or sell securities for their personal accounts which are identical or different than those recommended to clients. It is our policy that no employee may prefer his or her own interest to that of an advisory client or make personal investment decisions based on the investment decision of advisory clients. Our Chief Compliance Officer pre-approves certain employee transactions according to the Code. The Chief Compliance Officer periodically reviews employee transactions to ensure that personal transactions do not conflict with the interests of any other client. Item 12 - Brokerage Practices In instances where we have discretionary authority to determine the types and amounts of securities to be bought or sold for SMA clients, the broker or dealer to be used and the commission rates to be paid, OCA conducts an analysis based on its policies and procedures. The factors involved in the broker or dealer selection include transaction costs, reliability of the broker, service level and other services provided (e.g., prime brokerage). The commissions paid by clients comply with our duty to obtain “best execution.” Clients may pay commissions that are higher than that which they could obtain at another financial institution to effect the same transaction. Our analysis helps us determine the reasonableness of commissions in relation to the value of the brokerage, execution and related services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of services, including without limitation, execution capability, commission rates, responsiveness and other functions performed, or services offered by the broker. We seek competitive rates but may not obtain the lowest possible commission rates for client transactions. Subject to our policy of seeking best execution for transactions, and subject to the criteria of Section 28(e) of the Securities and Exchange Act of 1934 (the “1934 Act”), when we have broker discretion, we may place trades with a broker that provides brokerage and research services to us. We may have an incentive to select or recommend a broker based on our interest in receiving research or other products or services, rather than on our clients’ interest in receiving most 16  favorable execution. See the Soft Dollar Benefits section below for a discussion of the research products or services that we receive in exchange for brokerage commissions. With respect to separately managed accounts, from time-to-time the clients may direct brokerage transactions through their custodians or other brokerage firms. Accordingly, we will be unable to seek the best available price and most favorable execution of such clients’ portfolio transactions. Consequently, such clients may not necessarily obtain execution of transactions or brokerage rates as favorable as those which might be obtained through an investment adviser that does undertake to select brokerage firms or to negotiate rates with those selected firms. Furthermore, the fees and charges payable under this arrangement may be higher than the aggregate amount of fees and charges such clients would pay if the client (or OCA) were to negotiate the fees and charges of each service provider and securities transaction separately. We may aggregate orders of securities for multiple client accounts. We may aggregate sale or purchase orders of securities held by our clients with similar orders being made simultaneously for other clients if such aggregation is reasonably likely to result in overall economic benefit to clients based on an evaluation that the clients are benefited by relatively better purchase or sale prices, lower commission expenses or beneficial timing of transactions, or a combination of these and other factors. In some instances, the purchase or sale of securities for clients will be effected simultaneously with the purchase or sale of like securities for other clients. Such transactions may be made at slightly different prices, due to the volume of securities purchased or sold. In such event, the average price of all securities purchased or sold in such transactions is determined and the client may be charged or credited, as the case may be, the average transaction price. OCA may use pro rata allocation when an aggregated order cannot be fully executed in a single day. In such cases, the portion of the order filled on a particular day is generally allocated among participating accounts based on the size of each account’s order. Such allocations are subject to the firm’s ability to cancel or modify an order for one or more accounts if, the firm believes that as a result of the incomplete fill, the order is no longer appropriate for such accounts. OCA may apply a minimum order allocation amount, which may vary based on a market convention associated with the particular security. Where remaining positions are too small to satisfy the minimum allocation amount, we may decide to allocate the remaining shares to those accounts seeking large positions which remain unfilled or to allocate remaining shares to those accounts whose order would be completed as a result of the allocation. flows, including current or anticipated OCA may allocate on a basis other than pro rata if, under the circumstances, such other method is reasonable, equitable, does not result in improper or undisclosed advantage or disadvantage to a particular account or group of accounts and results in fair access, over time, to trading opportunities for all eligible accounts. For example, we may identify investment opportunities that are more appropriate for certain accounts than others and may determine to allocate a partial fill to such accounts. Factors which the firm may consider in making allocation decisions include, among others: investment objectives and restrictions, cash availability and changes in cash redemptions, exchanges and capital contributions/withdrawals. Other allocation methods which may be used by the firm include random and rotational allocation. Such allocation methods may be particularly appropriate when the transaction size is too limited to be effectively allocated pro rata among all eligible accounts. 17  For trades where OCA does not have complete discretion over client transactions, but does maintain discretion over a model allocation, OCA employs a trade order rotation. OCA assigns each client who trades on a model delivery basis with either a number or a letter. OCA will then rotate the order of notification of those clients for each update to the strategy. By employing this methodology, OCA attempts to treat all accounts fairly and equitably over time. In certain cases where trade restrictions or unique account-level requirements jeopardize the fair and equitable treatment of all accounts, the traders will have the ability to use their discretion to deviate from this rotation order. Soft Dollar Benefits When appropriate under its discretionary authority and consistent with its duty to seek best execution, OCA may direct trades for client accounts to brokers who provide us with brokerage and research services. OCA has not entered into any soft dollar arrangements. The client commissions used to acquire brokerage and research services are known as "soft dollars." OCA complies with Section 28(e) of the Securities Exchange Act of 1934, which provides a "safe harbor" allowing an investment adviser to pay more than the lowest available commission for brokerage and research services if it determines in good faith that: (1) the brokerage and research services fall within the definitions set forth in Section 28(e); (2) the brokerage and research services provide lawful and appropriate assistance in the investment decision-making process; and (3) the commission paid is reasonable in relation to the brokerage and research services provided. The use of client commissions to pay for research and brokerage services may present OCA with conflicts of interest because (1) it receives an indirect benefit that it does not have to pay for from its resources, and (2) OCA may be incentivized to select brokers based on receiving brokerage and research services rather than receiving the most favorable execution. The receipt of brokerage and research services in exchange for soft dollars benefits OCA by allowing it to supplement its own research and analysis activities, to receive the views and information from research experts, and to gain access to persons having special expertise on certain companies, industries, areas of economy, and market factors. Such brokerage and research services are made available to OCA in connection with its investment decision-making responsibilities and enhance OCA’s capability to discharge those responsibilities. These products and services are useful for OCA’s investment decision-making and generally benefit all client accounts. OCA conducts periodic formal evaluations of its receipt of brokerage and research services. These ongoing evaluations focus on the quality and quantity of brokerage and research services provided by brokerage firms and whether the commissions paid for such services are fair and reasonable. Brokerage and research services acquired with soft dollars may include, but not be limited to: written and oral reports on the economy, industries, sectors and individual companies or issuers; appraisals and analysis relating to markets and economic factors; statistical information; accounting and tax law interpretations; political analyses; reports on legal developments affecting portfolio securities; information on technical market actions; credit analyses; on-line quotations, trading techniques, and other trading systems; risk measurement; analyses of corporate responsibility issues; research related on-line news services; seminars; on-site visits; asset allocation software; pricing; indices data; and financial and market database services. Determination and evaluation of the reasonableness of the brokerage commissions paid are based primarily on the professional opinions of the persons responsible for the placement and 18  review of such transactions. These opinions are formed on the basis of, among other things, the individual’s experience in the securities industry and information available concerning the level of commissions paid by other investors of comparable size and type. OCA may select brokers based on an assessment of their ability to provide quality executions and its belief that the research, information, and other eligible services provided by these brokers benefit client accounts. It is not possible to place a precise dollar value on the special executions or on the brokerage and research services OCA receives from brokers. Accordingly, brokers selected by OCA may be paid commissions for effecting portfolio transactions for client accounts in excess of amounts other brokers would have charged for effecting similar transactions if OCA determines in good faith that such amounts are reasonable in relation to the value of the brokerage and research services provided by those brokers, viewed either in terms of a particular transaction or its overall duty to discretionary accounts. Brokerage and research services obtained with soft dollars are not necessarily utilized for the specific account that generated the soft dollars. Some clients, including, but not limited to directed brokerage clients, UMA program clients, and clients who restrict the use of soft dollars, may benefit from the research and brokerage products obtained from soft dollars despite the fact that their trade commissions may not be used to pay for these services. OCA does not attempt to allocate the relative costs or benefits of brokerage and research services among client accounts because it believes that, in the aggregate, the brokerage and research services it receives benefit all clients and assists OCA in fulfilling its overall investment responsibilities. Selected products or services provided by brokers may have administrative, marketing or other uses that do not constitute brokerage or research services within the meaning of Section 28(e) of the Securities Exchange Act of 1934. These are referred to as “mixed-use” services. OCA evaluates mixed-use products and services and attempts to make a reasonable allocation of the cost of these products or services according to their use, including the intended purpose, or the amount of time that different functions utilize the product or service. A conflict of interest may arise in allocating the cost of mixed-use items between research and non-research products and services. The portion of a product or service attributable to eligible brokerage or research services will be paid through brokerage commissions generated by client transactions; the remaining cost of the product or service will be paid by OCA from its own resources. Trade Errors On infrequent occasions, an error may be made in a client's account. For example, a security may be erroneously purchased for a client account instead of sold. In these situations, OCA generally seeks to correct the error by placing the client account in a similar position as it would have been had there been no error, at no cost to the client, subject to the policies of the applicable custodian. Depending on the circumstances, corrective steps may be taken, including but not limited to, cancelling the trade, adjusting an allocation, and/or crediting the customer's account. In the event the trading error results in a profit, the profit is retained by the client. Item 13 - Review of Accounts Our portfolio managers review each of our accounts on a regular basis. SMAs are reviewed with clients periodically on a schedule negotiated with the clients. SMA clients will receive transaction confirmations and monthly statements (quarterly if no monthly activity occurs) from the qualified custodian of their account. Clients may receive 19  quarterly reports upon request. In addition, certain clients are provided with a monthly statement by OCA. Clients are urged to carefully review all custodial account statements and compare them to the statements and reports that may be provided by OCA. Item 14 - Client Referrals & Other Compensation Compensation for Mutual Fund Shares If you purchase a mutual fund managed by OCA or its affiliates through a broker-dealer or other financial intermediary (such as the fund's distributor, financial institutions, plan sponsors and administrators, and other financial intermediaries through which investors may purchase shares of the fund), OCA and or its affiliates may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend funds managed by OCA over another investment. Please contact your financial intermediary or plan administrator or sponsor for details about revenue sharing payments it may receive. Item 15 - Custody Custody of assets in separately managed accounts sub-advised by our firm are maintained with a bank, trust company or brokerage firm (the “Custodian”) selected either by the client or by OCA. We are deemed to have custody of SMA assets, if, for example, the client authorizes us to instruct the Custodian to deduct advisory fees directly from the account. SMA clients receive account statements directly from the Custodian at least quarterly. Clients should carefully review those statements promptly upon receipt. Investment advisers that have custody of client assets are subject to an annual surprise examination of those assets by an independent public accountant under the amended custody rule, unless OCA has custody solely because of its authority to deduct advisory fees from client accounts or it is an adviser to a pooled investment vehicle that is subject to an annual financial statement audit by an independent public accountant registered with, and subject to regular inspection by, the PCAOB and that distributes the audited financial statements to investors in the pool. Given that OCA qualifies for each exception listed, the firm is not subject to an annual surprise verification of certain client assets by an independent public accountant. Item 16 - Investment Discretion With respect to separately managed accounts that are under discretionary management, we are granted full authority to manage the assets of the accounts subject to the Investment Management Agreement signed by the client and OCA. All clients who grant discretionary authority to OCA must do so in writing via an Investment Advisory Agreement or an amendment thereto. With respect to non-discretionary separately managed accounts, OCA provides investment advice to the client and the client decides whether or not to follow some or all of the recommendations. Clients in separately managed accounts may place restrictions on their accounts. 20  Item 17 - Voting Client Securities OCA may vote proxies for certain advisory clients if that responsibility is specifically accepted by OCA in the advisory agreement between OCA and the client. Regardless, a client always has the right to vote their own proxies. A client can exercise this right by instructing OCA in writing to not vote proxies in the client’s account. In addition, where OCA has proxy voting authority but a client desire to direct OCA on how to vote a particular proxy, clients should contact OCA at the address below. If the client agreement is entered into by a trustee or other fiduciary on behalf of an employee retirement income plan subject to the Employee Retirement Income Security Act (“ERISA”), including a person meeting the definition of “fiduciary” under ERISA, the trustee or other fiduciary generally retains the right and obligation to vote proxies. In such cases, OCA is generally precluded from voting proxies for the plan. Our proxy voting procedures provide that we vote proxies in our clients’ interests, and that if we identify a material conflict of interest between us and the client, we will vote based upon the recommendation of an independent third party. In certain circumstances, in accordance with an investment advisory contract, or other written directive, or if we have determined that it is in the client’s best interest, we may refrain from voting proxies. Upon written request, a client will be provided with our proxy voting policies and procedures. Clients may also request, in writing, copies of records regarding how we voted their securities. Written requests must be addressed to the Chief Compliance Officer and sent to our office address. Item 18 - Financial Information The firm has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding. The Adviser does not require prepayment of fees six months in advance or have any other events requiring disclosure under this item of this brochure. 21