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 Michigan 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 Dan Mohr are supported by Sonya Lincolnhol, who as Vice
President of Investments performs a variety of duties in furtherance of the Firm’s business
operations including trading activities.
As of February 29, 2024, MCM manages a total of approximately $244,502,091 MM in
regulatory assets under management (“RAUM”) on a discretionary basis. MCM does not
maintain any RAUM that are 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 directly to pooled
investment vehicles, namely, exchange traded funds (“ETFs”), which are marketed under
the brand name of Mohr Funds, a collective investment trust (“CIT) named the Tactive
Moderate CIT, which sponsored by Alta Trust Company (i.e., a third party financial
institution), and separately managed accounts (“SMAs”) for institutional investors.
MCM creates specialized portfolio models (“Models”) 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. In this regard, MCM provides investment signals to service the
Models but does not have trading authority (either at a discretionary or non-discretionary
level) to determine trade executions nor is obligated to do so. MCM also does not provide
investment oversight of Models to ensure that such trading is performed.
SubAdvisory Services
MCM offers sub-advisory investment management 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. Where these arrangements exist, MCM will enter into an advisory 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 an institutional client account under a sub-advisory
arrangement.
Under the sub-advisory agreement, 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 investors who engage our Firm pursuant to a
consulting agreement that establishes the specific services to be provided and sets forth the
hourly rate to be charged to such clients. 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 for
institutional investors, which are designed to invest in a number of different securities and
security types at any time, the client may impose only reasonable investment restrictions and
other guidelines or limitations on MCM which may be accepted at our exclusive discretion. In
this regard, MCM will be unable to accept client-imposed restrictions that present an undue
burden on our Firm’s ability to manage the portfolio or otherwise hinder our probability of
success in seeking the portfolio’s investment objective. Such latitude to request restrictions
is not however provided for investors in the Mohr Funds or CIT managed by MCM given
MCM’s fiduciary obligation is to the Mohr Funds and Tactive Moderate CIT (which are MCM’s
clients) and not the underlying shareholders or investors 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.
Conflicts of Interests
Securities Transactions. MCM furnishes investment strategies for the Mohr Funds ETF suite,
CIT offering(s) sponsored Alta Trust, and SMAs managed on behalf of institutional investors
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 ETFs/CIT(s) and/or
SMA client account portfolios resulting in varying performance results.
Proprietary Offerings. MCM does not typically select its proprietary ETF suite, or Mohr Funds,
as portfolio holdings for CIT offering(s) it manages but may do so at is discretion. MCM will,
however, select Mohr Fund(s) as part of the asset composition of institutional SMA client
accounts for which it maintains investment discretionary authority. To mitigate conflicts,
MCM will not assess an advisory fee for the value of the SMA assets held in Mohr Fund(s) as
our Firm will receive separate management fees from the Mohr Fund(s) directly and which
are commensurate with the fees outlined in the prospectus. Further, as explained in Item 11,
Access Persons associated with MCM are subject to pre-clearance of certain personal
securities transactions inclusive of registered investment companies, including the Mohr
Funds, and collective investment trust(s) for which our Firm is adviser or sub-adviser to
mitigate conflicts of interest involving proprietary ETFs or other pooled investment vehicles
(e.g. CIT(s)) for which MCM serves as primary investment adviser or sub-adviser.
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 others (including primary investment adviser(s) or sub-adviser(s), multiple investment
offerings which limits their collective capacity to devote time and resources to any one
particular fund/CIT and/or non-fund/CIT client account. In addition, it is possible that the
investment objectives and transactions executed in one or more funds, CIT or institutional
client accounts. may adversely affect the strategies and performance of other funds, CIT or
institutional accounts in which advisory services involving MCM Management are performed.
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.