Retireful, LLC d/b/a Mohr Capital Management (“MCM”, the “Firm” or the “Adviser”), a
is a privately held limited liability company organized under the laws of Delaware that has
been registered with the U.S. Securities and Exchange Commission (“SEC”) since July 2021.
Dan Mohr is the founder, owner, Chief Executive Officer (“CEO”) and Chief Investment
Officer (“CIO”) of MCM. MCM and Mr. Mohr are supported by another key management
person, Sonya Lincolnhol, who as Vice President of Investments performs a variety of duties
in furtherance of the Firm’s business activities.
As of February 28, 2023, MCM manages a total of approximately $296,527,762 MM in
regulatory assets under management (“RAUM”) on a discretionary basis. None of the RAUM
of the Firm indicated herein is managed on a non-discretionary basis.
The following paragraphs describe our services and fees. Refer to the description of each
investment advisory service listed below for information on how we tailor our advisory
services to your individual needs. As used in this Form ADV Part 2A Brochure (or
“Brochure”), the words "we," "our," and "us" refer to MCM and the words "you," "your," and
"Client" refer to you as either a client or prospective client of our Firm.
Portfolio Management Services & Types of Investments
Advisory Services
MCM offers primarily discretionary investment management services (excluding trading
services which is delegated to a Sub-Adviser or, where necessary, an outsourced trader)
directly to pooled investment vehicles, namely, exchange traded funds (“ETFs”), which are
marketed under the brand name of Mohr Funds, collective investment trusts (“CITs)
sponsored by Alta Trust (i.e., a third party financial institutional), and separately managed
accounts (“SMAs”) for institutional investors.
MCM creates specialized portfolios that primarily utilize individual equities, bonds, and
exchange traded funds (“ETFs”). MCM’s strategy programs range from conservative to
aggressive and take an active approach to investing in a number of different stock and bond
markets.
SubAdvisory Services
MCM offers sub-advisory investment management services (excluding trading services) to
SEC and state-registered investment advisers, financial planning firms, broker-dealers, banks
and other financial institutions (or the “primary investment adviser”) that maintain ongoing
relationships with clients. When these arrangements exist, MCM will enter into an agreement
with the primary investment adviser to provide investment management services to the
clients it accepts from those firms (the “sub- advisory client”). MCM reserves the right, in its
sole and absolute discretion, to not accept a client account under a sub-advisory
arrangement.
Under the sub-advisory arrangement, the primary investment adviser remains responsible
for determining sub-advisory clients’ investment objectives and whether one or more of the
firm’s programs are suitable to meet such investment objectives. MCM is responsible for the
discretionary management of the assets which the primary investment adviser has instructed
be invested in one or more of the Firm’s investment strategy programs (or “programs”). Each
program is designed to achieve particular investment goals. Accordingly, the tactical strategy
programs themselves are not tailored to accommodate the needs or objectives of specific
individual clients, but rather, are designed to enable the primary investment adviser to match
its clients with a tactical strategy program consistent with the investor’s investment goals.
Portfolio Models
MCM provides investment instructions (or “signals”) through the use of its quantitative
models to other financial institutions including SEC and state registered investment advisors.
MCM does not maintain discretionary or non-discretionary investment authority for the
underlying client accounts that utilize the signals furnished. In providing the signals to the
investment advisers, MCM performs these services through a contractual arrangement in
which the fiduciary obligation rests with the primary investment adviser of the underlying
clients’ accounts.
Consulting Services
MCM offers consulting services to institutional clients pursuant to a consulting agreement
that establishes the specific services to be provided and sets forth the hourly rate to be
charged. The rate charged is dependent on several factors including that time allotment
involved, nature of the consulting, and complexities of the advice.
Outsourced Chief Investment Officer (“OCIO”) Services.
MCM offers customized OCIO services for financial institutions, including registered
investment advisers and other institutional investors. For more information on MCM’s OCIO
Services, visit our website at
https://www.mohrcapitalmanagement.com.
White Label ETFs
MCM
offers its proprietary investment strategies as a service to other sponsors of ETFs that
are interested in innovative ideas to offer to investors. For more information, visit our
website at
https://www.mohrcapitalmanagement.com.
Services Limited to Specific Types of Investments
MCM generally limits its investment advice and/or money management techniques offered
to exchange traded funds (“ETFs”), collective investment trusts (“CITs”), equities, fixed
income (e.g., bonds, debt securities, convertible securities), master limited partnerships
(“MLPs”), and securities issued by the U.S. government or agencies thereunder. MCM may use
other securities as well to help diversify a portfolio where necessary.
Client Tailored Services and Client Imposed Restrictions
Due to the nature of the Firm’s Separately Managed Account (“SMA”) offerings, which can
invest in a number of different securities and security types at any time, the investor may
impose only reasonable investment restrictions and other guidelines or limitations on MCM.
Such latitude is not however provided for investors in the Mohr Funds or CITs managed by
MCM given MCM’s fiduciary obligation is to the ETFs and CITs (which are MCM’s clients) and
not the underlying shareholders in these offerings. As MCM also offers customized strategy
programs as an investment option for SMAs offered to institutional investors, such investors
may also request MCM develop a customized strategy portfolio that takes into account certain
reasonable restrictions or limitations. A restriction or limitation request will not be honored
if it is fundamentally inconsistent with MCM’s investment philosophy. It is in MCM’s sole and
absolute discretion whether or not to accept such restrictions or limitations.
Conflicts of Interests
Securities Transactions. MCM fosters investment strategies for ETFs, CIT(s), and SMAs that
require active trading. As a result, the purchase and sale of securities executed on behalf of
MCM clients may impact, adversely, the value of securities held in portfolios by other clients.
Specifically, due to inherent differences amongst account objectives, benchmarks, time
horizons, and fees, a conflict exists whereupon the execution of securities transactions for
certain accounts may negatively impact securities values of other client portfolios resulting
in varying performance results.
Other Professional Responsibilities. The CEO/CIO and/or his designee, Vice President of
Investments (together, “MCM Management”), manage independently or with the assistance
of a Sub-Adviser, multiple investment offerings which limits their collective capacity to
devote time and resources to any one particular fund and/or non-fund client account. In
addition, it is possible that the investment objectives and transactions executed in one or
more funds/client accounts. may adversely affect the strategies and performance of other
funds/accounts in which advisory services involving MCM Management are performed.
SubAdviser/Obligations. MCM delegates trading responsibilities to an independent and
unaffiliated registered investment adviser (“RIA”), Tuttle Capital Management LLC (“TCM” or
“Sub-Adviser”), in connection with our Firm’s sponsored ETFs, or Mohr Funds, and CIT
offering(s) managed by our Firm. In this regard, MCM performs regular oversight of the Sub-
Adviser, TCM, regarding those responsibilities for which our Firm has delegated to that RIA
on behalf of the Mohr Funds and CIT offering(s). In general, TCM is responsible for brokerage
practices, including trading and best execution duties (where applicable) for the Mohr
Funds/CIT(s). As a result, TCM receives a portion of the management fee received on behalf
of the Mohr Funds/CIT(s) in exchange for their services. As a Sub-Adviser, TCM, receives a
lesser fee for providing Sub-Adviser services than is generally the case in which TCM acts as
the primary investment adviser or product sponsor to a client or fund, which may create an
incentive for TCM to devote less time to MCM clients. This risk is mitigated through the
contractual agreement between MCM and TCM as well as oversight of the Sub-Adviser’s
activities performed by our Firm.
Marketing and Distribution. MCM may maintain a responsibility to assist in the distribution
of shares of ETFs it manages or sub-advises and, in fact, its compensation is indirectly linked
to sale of the fund shares, thereby creating an incentive to devote time to marketing efforts.
Compensation Arrangements. MCM receives remuneration from other investment advisers
and other financial institutions for providing client referrals. As a result, MCM has a conflict
of interest insofar as such referral agreements provide monetary value to our Firm. MCM
has mitigated this conflict through disclosure in this brochure and implementation of a Code
of Ethics.