OneSeven
24400 Chagrin Blvd
Suite 310
Beachwood, OH 44122
Telephone: 216-771-4242
Facsimile: 216-771-4274
APRIL 21, 2026
FORM ADV PART 2A BROCHURE
(former OneSeven programs)
This Form ADV 2A ("Disclosure Brochure") provides information about the qualifications and business practices of OneSeven
("OneSeven" or the "Advisor"). Certain Advisory Persons of OneSeven may also conduct business under other business
names which are disclosed within this Disclosure Brochure. If you have any questions about the contents of this Disclosure
Brochure, please contact us at (216) 771-4242.
OneSeven is a registered investment advisor with the U.S. Securities and Exchange Commission ("SEC"). The information in
this Disclosure Brochure has not been approved or verified by the SEC or by any state securities authority. Registration of an
investment advisor does not imply any specific level of skill or training. This Disclosure Brochure provides information
through OneSeven to assist you in determining whether to retain the Advisor.
Additional information about OneSeven and its Advisory Persons is available on the SEC's website at
www.adviserinfo.sec.gov by searching with our firm name or our CRD# 283087.
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Item 2 Material Changes
Form ADV Part 2 is divided into two parts: Part 2A (the "Disclosure Brochure") and Part 2B (the
"Brochure Supplement"). The Disclosure Brochure provides information about a variety of topics
relating to an Advisor’s business practices and conflicts of interest. The Brochure Supplement provides
information about Advisory Persons of OneSeven.
OneSeven believes that communication and transparency are the foundation of its relationship with
Clients and will continually strive to provide its Clients with complete and accurate information at all
times. OneSeven encourages all current and prospective Clients to read this Disclosure Brochure and
discuss any questions you may have with us. And of course, we always welcome your feedback.
Since our previous annual updating amendment, dated March 31, 2026, we made the following
material changes to our Form ADV.
• We have included additional information related to OneSeven’s consulting services for 1031
Exchanges, as well as some of the key risks associated with investment in a resulting Delaware
Statutory Trust (“DST”) or Tenant in Common (“TIC”) holding as a result of such 1031
Exchange. Please see Item 4 (Advisory Business), Item 5 (Fees and Compensation) and Item
8 (Methods of Analysis, Investment Strategies and Risk of Loss).
• Under Item 4 (Advisory Services), we have described how we serve Insurance Companies by
providing investment advisory services on captive insurance assets.
Future Changes
From time to time, we may amend this Disclosure Brochure to reflect changes in our business
practices, changes in regulations and routine annual updates as required by the securities regulators.
This complete Disclosure Brochure or a Summary of Material Changes shall be provided to each Client
annually and if a material change occurs in the business practices of OneSeven.
You may view the current Disclosure Brochure on-line at the SEC’s Investment Adviser Public
Disclosure website at www.adviserinfo.sec.gov by searching with our firm name or our CRD# 283087.
You may also request a copy of this Disclosure Brochure, by contacting us at (216) 771-4242.
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Item 3 Table Of Contents
Item 2 Material Changes........................................................................................................2
Item 3 Table Of Contents.......................................................................................................3
Item 4 Advisory Business ......................................................................................................4
Item 5 Fees and Compensation...........................................................................................10
Item 6 Performance-Based Fees and Side-By-Side Management ......................................15
Item 7 Types of Clients ........................................................................................................16
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss .................................16
Item 9 Disciplinary Information ............................................................................................20
Item 10 Other Financial Industry Activities and Affiliations ..................................................20
Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
.............................................................................................................................................22
Item 12 Brokerage Practices ...............................................................................................23
Item 13 Review of Accounts ................................................................................................28
Item 14 Client Referrals and Other Compensation ..............................................................28
Item 15 Custody...................................................................................................................30
Item 16 Investment Discretion .............................................................................................31
Item 17 Voting Client Securities...........................................................................................31
Item 18 Financial Information ..............................................................................................32
Item 19 Additional Information .............................................................................................32
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Item 4 Advisory Business
A. Firm Information
OneSeven ("OneSeven" or the "Adviser") is a registered investment adviser with the U.S. Securities
and Exchange Commission ("SEC"), which is organized as a Limited Liability Company ("LLC") under
the laws of the State of Delaware and is owned 100% by MGO/OS Holdings, LLC. OneSeven was
originally founded in June 2016 as We Are One Seven, LLC. On May 4, 2022, we changed our name
to MGO One Seven LLC and merged with a local firm operating under the name MGO Investment
Advisors Inc., a registered investment adviser with the SEC. On April 1, 2024, we changed our
primary marketing name to OneSeven. Our executive officers are Ronald S. Gross, Chairman and
Managing Member, Todd M. Resnick, Chief Executive Officer, and Richard J. Gross, President.
Certain investment adviser representatives ("IARs") of OneSeven also conduct business under other
business names. Please see item 19.
The Adviser serves as a fiduciary to clients, as defined under applicable laws and regulations. As a
fiduciary, the Adviser upholds a duty of loyalty, fairness and good faith towards each client and seeks
to mitigate potential conflicts of interest. Our fiduciary commitment is further described in our 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.
This Disclosure Brochure provides information regarding the qualifications, business practices, and the
advisory services provided by OneSeven. You may contact John K. Carey, the Adviser's Chief
Compliance Officer ("CCO"). Mr. Carey can be reached at (216) 771-4242 with questions relating to
this Disclosure Brochure.
B. Advisory Services Offered
OneSeven provides investment advisory services to individuals, high net worth individuals, trusts,
estates, businesses, insurance companies, and other types of investors (each, a “Client”), as
described in this brochure. OneSeven also provides advisory services to retirement plan clients; those
services are described in a separate Form ADV Part 2A brochure, which is provided to retirement plan
clients, as applicable. In addition, certain advisory services that were previously offered under MGO
Investment Advisors are now offered by OneSeven and are described in separate brochures, which
are provided to applicable Clients based on the specific services received.
Investment Management Services
OneSeven primarily provides discretionary investment management services to its Clients. Based on
the needs of each Client, the Adviser will develop a portfolio that is primarily constructed with
diversified mutual funds, exchange-traded funds ("ETFs"), individual stocks and/or individual fixed
income securities (e.g., bonds). The Adviser will also utilize other types of investments, as necessary,
to meet the needs of a particular client, including but not limited to REITS, options, structured products,
private equity, variable annuities and variable insurance.
OneSeven's investment strategy is primarily long-term focused, but the Adviser may buy, sell or re-
allocate positions that have been held less than one year to meet the objectives of the Client or due to
market conditions. OneSeven will construct, implement and monitor the portfolio to ensure it meets the
goals, objectives, circumstances, and risk tolerance agreed to by the Client. Each Client will have the
opportunity to place reasonable restrictions (in writing) on the types of investments to be held in their
respective portfolio, subject to acceptance by the Adviser.
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Our discretionary authority allows us to invest and reinvest the assets in your Accounts, potentially
including the engagement, retention and replacement of third-party portfolio managers without your
prior approval. You may limit our discretionary authority (for example, limiting the types of securities
that can be purchased or sold for your account) by providing our firm with your reasonable restrictions
and guidelines in writing. We have the option of refusing your restrictions if they are deemed too
restrictive to manage your account(s) effectively.
We also offer non-discretionary portfolio management services. When you enter into non-discretionary
arrangements with our firm, we must obtain your approval prior to executing any transactions on behalf
of your account. You have an unrestricted right to decline to implement any advice provided by our firm
on a non-discretionary basis.
OneSeven provides investment management and related advisory services. OneSeven generally does
not accept or maintain custody of a Client's funds or securities. Client assets will be managed within
their designated account[s] at the third-party Custodian, pursuant to the Client's investment advisory
agreement. For additional information, please see Item 12 Brokerage Practices and Item 15 Custody.
Use of Independent Managers
OneSeven, as deemed appropriate, recommends that all or a portion of a Client’s investment portfolio
be implemented by utilizing one or more unaffiliated money managers or investment platforms
(collectively "Independent Managers"). Independent Managers are sourced directly or accessed
through an investment management platform. OneSeven serves as the Client's primary Adviser and
relationship manager. However, the Independent Manager will assume discretionary authority for the
day-to-day investment management of those assets placed in their control. OneSeven will assist and
advise the Client in establishing investment objectives for their account(s), the selection of the
Independent Manager, and defining any restrictions imposed on the account(s). OneSeven will
continue to provide oversight of the Client's account(s) and ongoing monitoring of the activities of these
unaffiliated parties.
The Independent Manager will implement the selected investment strategies based on their investment
mandates. The Client is sometimes able to impose reasonable investment restrictions on these
accounts, subject to the acceptance of these third parties.
The Client, prior to entering into an agreement with an Independent Manager, will be provided with the
Form ADV Part 2A (or a brochure that makes the appropriate disclosures) of the Independent
Manager. OneSeven does not receive any compensation from these Independent Managers or
Investment Platforms, other than OneSeven's investment advisory fee (described in Item
5). The Independent Managers also charge their own advisory fees as disclosed in their Form
ADV Part 2A.
SMArtX Third party Asset Management Platform
We have entered into a contractual relationship with SMArtX Advisory Solutions, LLC ("SMArtX"),
which provides us access to the platform through which SMArtX offers its advisory services. Through
the SMArtX platform, we can establish and manage a unified managed account ("UMA") for a Client.
SMArtX provides access to investment strategies or models (each a "Model") through the Platforms.
Each Model is provided by either SMArtX, a traditional asset manager, a hedge fund or alternative
investment manager, an index provider (each a "Model Manager"). OneSeven participates as a Model
Manager on the SMArtX platform. A Model Manager provides SMArtX with securities and weights and
transactional history associated with the Model in order for SMArtX to create and maintain the Model
Portfolio. Model Managers often provide additional content, including but not limited to commentaries
on the Model and the underlying investment strategy, general commentaries on the markets and the
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economy, historical performance, biographical information on relevant members of the Model
Manager's team, and descriptions of the investment strategy or strategies utilized in the Model.
We review the information available and direct SMArtX to implement one or more Models in the
Client’s UMA. When we select a Model for a UMA, we will provide SMArtX with the amount of funds,
either in terms of dollars or as a percent of the account's value, in the UMA to be invested in the Model.
When we invest in a Model on SMArtX, SMArtX will implement the positions and trading activity of the
Model in proportion to the amount of assets invested. The SMArtX platform automatically rebalances
securities within individual sleeves based on drift parameters to maintain alignment with the selected
model(s). However, the platform does not automatically rebalance allocations between sleeves at the
overall UMA level.. We are responsible for determining whether any Model or any combination of
Models are appropriate and suitable for the UMA account holder. We consider the financial situation,
investment goals and objectives, time horizon, liquidity, and risk tolerance ("Investment
Considerations") of the UMA account holder to determine if the select Model(s) are appropriate. We
are responsible for reviewing any changes to the Investment Considerations of the UMA account
holder and making appropriate changes to the selected Model.
We may choose to direct SMArtX to buy or sell individual securities in the UMA directly rather than
through a Model. This functionality is called Advisor as a Portfolio Manager ("APM") and allows us to
direct a portion of the UMA's assets rather than opening a separate account with a custodian. We may
choose to buy or sell stocks, ETFs, or mutual funds. Clients may provide us instructions to restrict the
purchase or sale of certain securities from the UMA. Clients can provide instructions to harvest taxable
gains or losses in the UMA. We may add or decrease leverage for any selected Model, provided that
SMArtX will limit the leverage utilized to the UMA's specified account configuration. Certain Models
may inherently apply leverage. When a Model invests in a security or other asset that does not fit with
a UMA's account configuration, SMArtX will exclude that investment from the UMA. Customizations
that are specific to a UMA may cause material performance differences between the selected Model
and the UMA.
SMArtX maintains a limited power of attorney to direct trading of each UMA ("Trading Discretion") in
order to purchase and sell securities in the UMA's selected custodian. Trading Discretion is either
granted to SMArtX through a Sub-Advisory or Co-Advisory Agreement with OneSeven ("Adviser Sub-
Advisory Agreement"). We may choose to terminate the relationship with SMArtX and revoke the
Trading Discretion of SMArtX at any time.
Managed Assets "Held Away" from our Recommended Custodians
We use a third-party platform, called “Pontera”, to facilitate discretionary management of held away
assets such as defined contribution plan participant accounts, 401(k) accounts, and HSAs. These
accounts are agreed upon between the Client and OneSeven and will be managed along with your
other managed account(s). The Pontera platform allows us to trade in these accounts for our clients
without direct access to the accounts, since in most cases the accounts cannot be held at our
recommended custodian. We do not have your log-in credentials.
Pontera will provide a link to the Client allowing them to connect the applicable account(s) to the
Pontera platform. Once Client account(s) are connected to the platform, OneSeven will review the
current account allocations. When deemed necessary, OneSeven will rebalance the account
considering client investment goals and risk tolerance, and will consider current economic and market
trends. Client account(s) will be reviewed at least quarterly and allocation changes will be made as
deemed necessary.
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Accounts that are managed through the Pontera platform are billed consistent with your other
managed account(s) and as stated within your client agreement. OneSeven's advisory fee will be
either deducted from a managed account as designated by the client or as a separate invoice to the
client; the advisory fee will not be deducted from the held away account. The fact that we charge an
advisory fee on these assets is considered a conflict of interest because we may recommend
management of these accounts to increase our advisory fees and not because it is in the client's best
interest. We strive to only make recommendations that are in our clients' best interests at all times.
The Pontera platform is not affiliated with OneSeven in any way and we receive no compensation from
them for using their platform.
Financial Planning Services
OneSeven will typically provide a variety of financial planning and consulting services to Clients,
pursuant to a written financial planning agreement. Services are offered in several areas of a Client's
financial situation, depending on their goals, objectives and financial situation.
Generally, such financial planning services will involve preparing a financial plan or rendering a
financial consultation based on the Client's financial goals and objectives. This planning or consulting
may encompass one or more areas of need, including, but not limited to investment planning,
retirement planning, personal savings, insurance needs, education savings and other areas of a
Client's financial situation.
A financial plan developed for or financial consultation rendered to the Client will usually include
general recommendations for a course of activity or specific actions to be taken by the Client. For
example, recommendations may be made that the Client start or revise their investment programs,
commence or alter retirement savings, establish education savings and/or charitable giving programs.
OneSeven may also refer Clients to an accountant, attorney or other specialist, as appropriate for their
unique situation. For certain financial planning engagements, OneSeven will provide a written
summary of the Client's financial situation, observations, and recommendations. For consulting or ad-
hoc engagements, OneSeven will not always provide a written summary in all situations. Plans or
consultations are typically completed within six months of contract date, assuming all information and
documents requested are provided promptly.
Financial planning and consulting recommendations may pose a potential conflict between the
interests of OneSeven and the interests of the Client. For example, a recommendation to engage
OneSeven for investment management services or to increase the level of investment assets with
OneSeven would pose a conflict, as it would increase the advisory fees paid to OneSeven. Clients are
not obligated to implement any recommendations made in the financial plan or maintain an ongoing
relationship with OneSeven. If the Client elects to act on any of the recommendations made in the
financial plan, the Client is under no obligation to implement the recommendations through OneSeven.
Consulting Services
OneSeven provides Financial Consulting Services such as 1031 Exchange Consulting, Estate
Planning and Analysis, Education Needs and Planning, and other Investment Consulting. Fees for our
Financial Consulting Services are negotiated on a case by case basis depending on the time and
complexity of the service and are outlined in your financial planning/consulting agreement.
Educational Seminars and Speaking Engagements
OneSeven may provide educational seminars and speaking engagements for a fee. The scope of
services and applicable fees will be disclosed to clients in advance of the engagement.
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Pledged Borrowing and Leverage
When requested by clients, OneSeven assists clients in working with outside institutions to obtain
loans through pledged borrowing. We are not compensated directly for this service. However, the
leverage allows accounts for which we provide investment advisory services to retain a larger balance
than if assets were withdrawn to pay directly for the goods and services the loan is used for. This
presents a conflict of interest as we get paid for assets under management and have an incentive to
recommend the use of pledged borrowing in place of withdrawal of assets. See Item 8 for a description
of risks associated with using leverage (“leverage risk”).
Captive Insurance Asset Management
OneSeven provides investment advisory services to captive insurance companies (“Captives”). These
services generally involve the discretionary or non-discretionary management of a portion or all of a
Captive’s investable assets, consistent with the Captive’s stated investment objectives, liquidity needs,
regulatory constraints, and insurance-related obligations. OneSeven’s services are limited to
investment advisory services and we do not act as an insurance company, insurance manager or tax
advisor regarding the Captive arrangements.
Flourish Cash
Flourish Cash is an online cash management solution designed to provide Clients with access to
competitive annual percentage yields (“APY”) and enhanced FDIC insurance coverage through
deposits placed at participating program banks. Flourish Cash is offered by Flourish Financial LLC, a
registered broker-dealer and member of FINRA. OneSeven is not affiliated with Flourish Financial LLC
or any participating program bank. OneSeven does not provide investment advisory services or
exercise discretion, with respect to Client participation in Flourish Cash. Any introduction or invitation
for a Client to utilize Flourish Cash is made only with the Client’s consent.
If cash is maintained within an advisory account, it is generally subject to OneSeven’s advisory fee. If a
client elects to utilize the Flourish Cash program, those assets are not subject to OneSeven’s advisory
fee; however, OneSeven will receive compensation of up to 0.10% annually from Flourish Financial
LLC. Accordingly, OneSeven has a financial incentive to recommend either option, as the firm’s
compensation differs depending on whether assets are maintained within the advisory account or
placed with Flourish Cash. Clients should consider these factors when evaluating cash management
recommendations.
Private Placements or Private Equity
A securities offering exempt from registration with the SEC is sometimes referred to as a private
placement or an unregistered offering. Under the federal securities laws, a company may not offer or
sell securities unless the offering has been registered with the SEC or an exemption from registration
is available.
Private placements are used to raise funds from investors and have fewer disclosure obligations than
other investments you may be familiar with. Because they are illiquid investments and may be difficult
or impossible to re-sell, you should be comfortable holding the investment indefinitely. You should also
ask your IAR questions such as:
• Are the claims and expectations reasonable?
• Who are the issuer's competitors?
• What is the experience and background of management?
• How does the issuer plan to use the money raised?
Clients that meet the definition of accredited investor and other suitability requirements of the selected
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private placement may have the opportunity to purchase a private placement through
OneSeven. Private placements are exempt from registration pursuant to Rule 506(D) of Regulation D
of the Securities Act of 1933. Private placements are illiquid and lack marketability. Private
placements are long-term investments and not intended for trading or short-term ownership. Please
refer to the Private Placement Memoranda (PPM) for information on fees for a particular investment.
Accredited investors are defined by the SEC and a variety of individuals and institutions may be able to
meet the definition. The typical accredited investor working with OneSeven meets one of the following:
• An individual with a net worth or joint net worth with a spouse (or spousal equivalent) of at least
$1 million, not including the value of your primary residence, or
• An individual with income of at least $200,000 in each of the two most recent calendar years or
joint income with a spouse (or spousal equivalent) of at least $300,000 in each of the two most
recent calendar years and a reasonable expectation of an equivalent income in the coming
year.
IRA Rollover Recommendations
For purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02")
where applicable, we are providing the following acknowledgment to you. When we provide
investment advice to you regarding your retirement plan account or individual retirement account, we
are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the
Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we
make money creates some conflicts with your interests, so we operate under a special rule that
requires us to act in your best interest and not put our interest ahead of yours. Under this special rule's
provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent
advice);
• Never put our financial interests ahead of yours when making recommendations (give loyal
advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best
interest;
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest.
We benefit financially from the rollover of your assets from a retirement account to an account that we
manage or provide investment advice, because the assets increase our assets under management
and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in
your best interest.
C. Client Account Management
Prior to engaging OneSeven to provide investment advisory services, each Client is required to enter
into one or more agreements with the Adviser that define the terms, conditions, authority and
responsibilities of the Adviser and the Client. Services we offer include:
• Establishing Investment Strategy - OneSeven, in connection with the Client, develops a
strategy designed to work toward the Client's investment goals and objectives.
• Asset Allocation - OneSeven develops a strategic asset allocation that is targeted to meet the
investment objectives, time horizon, financial situation and risk tolerance for each Client.
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• Portfolio Construction - OneSeven develops a portfolio for the Client that is intended to work
toward the stated goals and objectives of the Client.
• Investment Management and Supervision - OneSeven provides investment management and
ongoing oversight of the Client's investment portfolio.
Since our investment strategies and advice are based on each Client's specific financial situation, the
investment advice IARs provide to you may be different or conflicting with the advice other IARs give to
their Clients regarding the same security or investment.
D. Wrap Fee Programs
Historically, some IARs of OneSeven offer their Clients a program whereby OneSeven includes the
securities transaction fees together with investment advisory fees to provide the Client with a single,
bundled fee structure. This combination of fees is typically referred to as a "Wrap Fee Program." This
Wrap Fee Program is described in the Form ADV, Part 2A, Appendix 1 (Wrap Fee Program Brochure)
to this Disclosure Brochure. OneSeven is no longer accepting new clients into the Wrap Fee Program
unless prior approval is received from the Chief Compliance Officer. Typically, an exception will only
be granted to clients that are currently in a wrap fee account/program either at OneSeven or at another
firm and are transferring their assets to OneSeven.
OneSeven may also recommend the implementation of investment management through unaffiliated
third-party money managers and investment portfolios, which may deliver services through a wrap fee
structure. OneSeven customizes its investment management services for its clients under both the
Wrap Fee Program and non-wrap program. Please see Form ADV, Part 2A, Appendix 1.
E. Assets Under Management
As of December 31, 2025, we provide continuous management services for $7,717,771,462 in client
assets. $7,676,862,163 in assets are managed on a discretionary basis while $40,909,299 in assets
are managed on a non-discretionary basis.
Item 5 Fees and Compensation
The following paragraphs detail the fee structure and compensation methodology for services provided
by the Adviser. Each Client shall sign one or more agreements with the Adviser that detail the
responsibilities of OneSeven and the Client.
A. Fees for Advisory Services
Investment Management Services
Investment advisory fees for services provided by OneSeven are paid quarterly or monthly (each a
"billing period"), pursuant to the terms of the investment advisory agreement. Investment advisory fees
are paid in advance, with the exception of former-MGOIA clients who pay fees in arrears, and are
based on the market value of assets under management at the end of the prior quarter or month.
Investment advisory fees range from 0.05% to 2.00% annually, depending on the size and complexity
of the Client relationship and the services to be provided. Relationships with multiple objectives,
specific reporting requirements, portfolio restrictions, inclusion of securities transaction fees and other
complexities may be charged a higher fee. Certain accounts may be charged additional fees for
services that are not covered under the typical portfolio management arrangement of up to 50 basis
points (0.5%). These services may include financial planning, or working with the client's other
professionals such as attorneys and accountants. Fees are negotiable.
The investment advisory fee in the first billing period is prorated from the inception date of the
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account(s) to the end of the first billing period. All assets held in client accounts are generally eligible
for billing, including equities, fixed income, ETFs, mutual funds, and options. Cash and cash
equivalents (e.g., money market funds) are included unless otherwise specified in the client
agreement. Assets purchased on margin are included in the asset base for billing purposes. Advisory
fees and any deviations from standard billing practices may be negotiated and will be outlined in the
client’s investment advisory agreement. All securities held in accounts managed by
OneSeven are independently valued by the Custodian.
You may terminate the investment management agreement upon written notice to our Firm. You will
incur a pro rata charge for services rendered prior to the termination of the portfolio management
agreement, which means you will incur advisory fees only in proportion to the number of days in the
billing period for which you are a client. If you have prepaid advisory fees that we have not yet earned,
you will receive a refund of those fees for the unearned period.
Use of Independent Managers
For Client accounts implemented through an Independent Manager, the Client's total fees will include
OneSeven's investment advisory fee (as noted above) plus advisory fees and/or platform fees charged
by the Independent Manager, as applicable. The Independent Manager will calculate and deduct their
fee directly from the Client's account and OneSeven will calculate and deduct our fee directly from the
Client's account..
When you contract separately with independent managers, you may terminate your advisory
relationship with the Independent Manager according to the terms of your agreement with the
Independent Manager. You should review each Independent Manager's brochure for specific
information on how you may terminate your advisory relationship with the Independent Manager and
how you may receive a refund, if applicable. You should contact OneSeven for questions regarding
your advisory agreement with the Independent Manager.
Retirement Plan Advisory Services
Retirement plan advisory fees are paid either quarterly or monthly, in advance of each period, pursuant
to the terms of the retirement plan advisory agreement. Fees are charged at an annual rate of up to
1.00%, based on the market value of assets in the Plan at the end of the prior quarterly or monthly
period.
You may terminate the retirement plan advisory agreement upon written notice to our firm. You will
incur a pro rata charge for services rendered prior to the termination of the agreement, which means
you will incur advisory fees only in proportion to the number of days in the billing period for which you
are a client. If you have prepaid advisory fees that we have not yet earned, you will receive a prorated
refund of those fees.
Financial Planning and Financial Consulting Services
OneSeven offers financial planning services on either an hourly or fixed fee basis, depending on the
scope of the engagement and the complexity of the prospect's or client's financial circumstances.
Hourly fees are charged a range from $100-500 per hour. Fee engagements are generally based on
the expected effort and duration of the engagement. In certain cases, OneSeven may offer financial
planning services under an annual retainer arrangement. Retainer fees typically range from $100 to
$25,000 per billing period and are generally billed quarterly or monthly, in advance of each billing
period. The specific fee, billing frequency, and payment terms will be outlined in the client agreement.
An estimate for total hours or costs will be provided to the Client prior to engaging for
services. Services may include external professionals at an additional fee which is not shared with your
investment adviser representative or OneSeven such as the recommendation of trust attorneys,
accountants or other professionals. You will be notified in advance before your information is shared
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with another professional and their fees will be disclosed to you in advance.
For 1031 Exchange Consulting, related fees are assessed in two phases. In Phase One, clients will be
charged a flat fee not to exceed $5,000 for the initial interview with the client as well as the research
conducted and 1031 Exchange Plan proposed. Clients who engage OneSeven for ongoing investment
advisory services under a separate advisory agreement may have certain investments, including those
implemented as part of a 1031 Exchange strategy, included in the calculation of advisory fees based
on assets under management. Such asset-based fees are charged for ongoing investment advisory
services and are not contingent upon implementation of any specific transaction or strategy. These
fees are separate from any fees that the client will pay to sponsors, managers, qualified intermediaries,
or other third-party service providers. Certain alternative or illiquid investments are generally valued
for fee calculation purposes based on valuation information provided by sponsors or other third party
sources. Such valuations may not reflect current market value and are inherently illiquid. Clients are
not required to engage OneSeven for ongoing advisory services in order to implement
recommendations developed as part of a 1031 Exchange consulting engagement.
At our discretion, we may offset our financial planning fees to the extent you implement the financial
plan through our Investment Management Services.
You may terminate the Financial Planning services through written notice to our firm. If you have
prepaid financial planning fees that we have not yet earned, you will receive a prorated refund of those
fees. If financial planning fees are payable in arrears, you will be responsible for a pro-rated fee based
on services performed prior to termination of the financial planning agreement.
Educational Seminars
We provide educational seminars for a fee. Fees will be outlined in the educational seminars'
agreement.
B. Fee Billing
Investment Management Services
Investment advisory fees will be calculated by the Adviser or its designee and deducted from the Client
account at the Custodian. The Adviser or its designee shall send an invoice to the Custodian indicating
the amount of the fees to be deducted from each Client account at the respective billing period end
date. Investment advisory fees are calculated based on the quarter- or month-end security valuations
as provided by the Client's designated Custodian.
The fee is calculated by applying the annual rate to the total assets under management with
OneSeven at the end of the prior billing period based on the actual number of days in the billing period.
Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of
the investment advisory fee. It is the responsibility of the Client to verify the accuracy of these fees as
listed on the Custodian's brokerage statement as the Custodian does not assume this responsibility.
Clients provide written authorization permitting OneSeven to be paid directly from their accounts held
by the Custodian as part of the investment advisory agreement and separate account forms provided
by the Custodian.
Use of Independent Managers
Client accounts implemented through Independent Managers will be billed in accordance with the
separate agreement with the respective parties. The Independent Manager will calculate and deduct
their fee directly from the Client's account and OneSeven will calculate and deduct our fee directly from
the Client's account.
Financial Planning and Financial Consulting Services
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Financial Planning Services' fees are typically invoiced fifty percent (50%) upon execution of the
financial planning agreement with the balance due upon receipt of the agreed upon deliverables. For
ongoing planning retainers, fees are billed in advance of each quarter.
Financial consulting fees can be charged as a flat fee, hourly or ongoing (monthly, quarterly or
annually). Flat fees are invoiced as follows: fifty percent (50%) upon execution of the agreement with
the balance generally due upon completion of the services agreed to in the agreement.
Ongoing monthly, quarterly or annual fees are considered "periodic" fees and are charged in
advance. Financial planning and consulting fees may be paid by debit/credit card through a third-party
payment system, Advice Pay.
OneSeven does not charge $1,200 or more in fees six or more months in advance. Specifics
regarding your agreed upon fees will be detailed in your agreement.
Retirement Plan Advisory Services
Fees may be directly invoiced to the Plan Sponsor or deducted from the assets of the Plan, depending
on the terms of the retirement plan advisory agreement. Clients' fees are deducted from their account
in most cases. Some clients are grandfathered and are allowed to pay by check.
Use of SMArtX
In addition to the advisory fee paid to OneSeven, Clients utilizing SMArtX pay a fee to SMArtX ("Client
Fee"). SMArtX will pay, in cases where clients utilize Model Managers, a portion of the Client Fee to
the selected Model Manager(s), including OneSeven as applicable. Each Client should also review
SMArtX's Disclosure Brochure for a more detailed description of SMArtX's Fee.
When using the SMArtX platform, clients pay a SMArtX platform fee based on the program
selected. Depending on the program selected, OneSeven will receive a share of the platform fee you
pay, which could be as high as 0.15%. Typically OneSeven shares in the platform fees charged for
accounts using OneSeven models and the platform fees charged for accounts managed by an IAR of
OneSeven. Platform fees are as follows:
• Accounts outsourced to other money managers will pay a platform fee not to exceed
0.15%. These accounts will also pay a Model Fee as outlined below.
• Accounts managed by the IAR and using OneSeven models for management of the account
will pay a platform fee of 0.25%. This includes the Model Fee (payable to OneSeven) and the
platform fee .
• Accounts managed by the IAR that do not use the OneSeven models will pay a platform fee not
to exceed 0.10%.
These fees are negotiable at the discretion of OneSeven.
The Platform Fee is calculated on the net account value of the assets held in the UMA. The Platform
Fee will be set forth in either the Client Investment Management Agreement or the Adviser Sub-
Advisory Agreement.
Model Managers other than OneSeven may have a different model fee. The Model Fee is calculated
on the net value of the assets held in the UMA attributable to a particular Model ("Net Model Sleeve
Value"). The Model Fee will vary from Model to Model based on the Model Manager and the type of
the Model. Model Fees are negotiable by Advisors and Model Managers in conjunction with SMArtX.
SMArtX Fee Calculation
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SMArtX typically calculates fees on a monthly basis in arrears and sends an invoice to the custodian of
the client's account. Each custodian will debit the accounts directly and remit payment to SMArtX
automatically. SMArtX uses an average daily balance calculation in order to calculate the Platform
Fee and Model Fee. SMArtX will sum the daily Net Account Values or the Net Model Sleeve Values
over the specified period of time ("Measurement Period"). The sum is subsequently divided by the
number of days in the Measurement Period to get the average daily balance ("Average Daily
Balance"). The Average Daily Balance is multiplied by the appropriate fee which is adjusted for the
number of trading days in the Measurement Period and the number of trading days in the calendar
year. SMArtX uses the New York Stock Exchange's schedule to determine trading days.
Flourish Cash
Assets held in the Flourish Cash program are not included in OneSeven’s portfolio management
services and are therefore not charged an advisory fee by OneSeven. However, clients who elect to
participate in the Flourish Cash program will pay an administrative and/or service fee of up to 0.10%
annually for assets in the program. This fee is paid to OneSeven and is deducted directly from the
annual percentage yield (“APY”) otherwise credited to the Client’s account. The fee is not negotiable.
C. Other Fees and Expenses
Clients may incur certain fees or charges imposed by third-parties, other than OneSeven, in
connection with investments made on behalf of the Client's account. OneSeven may include securities
transactions costs as part of its overall advisory fees through the OneSeven Wrap Fee Program.
Please see Item 4.D. above.
In addition, all fees paid to OneSeven for investment advisory services are separate and distinct from
the expenses charged by mutual funds and ETFs to their shareholders, if applicable. These fees and
expenses are described in each fund's prospectus. These fees and expenses will generally be used to
pay management fees for the funds, other fund expenses, account administration (e.g., custody,
brokerage and account reporting), and a possible distribution fee. A Client could invest in these
products directly, without the services of OneSeven, but would not receive the services provided by
OneSeven which are designed, among other things, to assist the Client in determining which products
or services are most appropriate for each Client's financial situation and objectives. Accordingly, the
Client should review both the fees charged by the funds and the fees charged by OneSeven, other
independent investment managers and/or platform fees to fully understand the total fees to be paid.
D. Advance Payment of Fees and Termination
Investment Management and Retirement Plan Advisory Services
OneSeven is compensated for its services in advance of the billing period in which advisory services
are rendered. Either party may terminate the advisory agreement, at any time, by providing advance
written notice to the other party. The Client shall be responsible for advisory fees up to and including
the effective date of termination. Upon termination, the Adviser will refund any unearned, prepaid
advisory fees from the effective date of termination to the end of the period.
Use of Independent Managers
In the event that a Client should wish to terminate their relationship with an Independent Manager, the
terms for termination will be set forth in the respective agreements between the Client and those third-
parties. OneSeven will assist the Client with the termination and transition as appropriate.
SMArtX Platform
If the relationship with SMArtX is terminated by the Client or the Adviser and the Client Fees were paid
in advance, SMArtX will use its standard method of calculating Client Fees to calculate the overpaid
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portion of the Client Fee. SMArtX will calculate and process the refund to the Client based on the
direction of the Client's Adviser.
Financial Planning Services
OneSeven may be partially compensated for its services in advance of rendering financial planning
services. Either party may terminate a planning or consulting agreement, at any time, by providing
written notice to the other party. Upon termination, the Client shall be billed for actual hours logged on
the planning project times the agreed upon hourly rate or in the case of a fixed fee engagement, as a
percentage of the engagement completed by the Adviser. For ongoing financial planning
engagements, the Client shall be responsible for fees up to and including the effective date of
termination. Upon termination, the Adviser will refund any unearned, prepaid investment advisory fees
from the effective date of termination to the end of the quarter.
E. Compensation for Sales of Securities or Other Investment Products
OneSeven does not buy or sell securities and does not receive any compensation for securities
transactions in any Client account, other than the investment advisory fees noted above. Some
individuals providing investment advice on behalf of our firm are also registered representatives of
Fortune Financial Services, Inc. ("FFS"), MGO Securities Corp. ("MGO Securities"), Purse Kaplan
Sterling ("PKS") or International Assets Advisory, LLC ("IAA"). FFS, MGO Securities, PKS and IAA are
each a registered broker-dealer, member FINRA and SIPC. Please see Item 10, Other Financial
Industry Activities and Affiliations for additional details.
In their separate capacity as a registered representative, an IAR may implement securities transactions
on a commission basis through FFS, MGO, PKS or IAA. In such instances, an IAR will receive
commission-based compensation in connection with the purchase and sale of securities, including
12b-1 fees for the sale of investment company products. Compensation earned by an IAR in their
capacity as a registered representative is separate and in addition to OneSeven's advisory fees. This
practice presents a conflict of interest as an IAR may have an incentive to effect securities transactions
for the purpose of generating commissions rather than solely based on Client needs. Persons
providing investment advice to advisory clients on behalf of our firm can select or recommend, and in
many instances will select or recommend, mutual fund investments in share classes that pay 12b-1
fees when clients are eligible to purchase share classes of the same funds that do not pay such fees
and are less expensive. To mitigate this conflict, Clients are under no obligation, contractually or
otherwise, to purchase securities products through one of our IARs in either their capacity as a
registered representative or as an IAR.
Persons providing investment advice on behalf of our firm may also be licensed as independent
insurance professionals. If appropriately licensed as an insurance professional, IARs will earn
reasonable and customary commission-based compensation for selling insurance products (including
variable annuities), including insurance products they sell to you. Insurance commissions earned by
an IAR is separate and in addition to OneSeven's advisory fees. This practice presents a conflict of
interest as an IAR may have an incentive to recommend insurance products for the purpose of
generating commissions rather than solely based on Client needs. Clients are under no obligation,
contractually or otherwise, to purchase insurance products through any person affiliated with the
Adviser.
Please refer to Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal
Trading for a description of how OneSeven addresses these conflicts and upholds its fiduciary duty to
its Clients.
Item 6 Performance-Based Fees and Side-By-Side Management
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OneSeven does not charge performance-based fees for its investment advisory services. The fees
charged by OneSeven are as described in Item 5 Fees and Compensation and are not based upon the
capital appreciation of the funds or securities held by any Client.
OneSeven does not manage any proprietary investment funds or limited partnerships (for example, a
mutual fund or a hedge fund). IARs of OneSeven have outside business activities including private
funds. See Item 10 Other Financial Industry Activities and Affiliations. These individuals have an
incentive to recommend these investments which may charge performance fees. OneSeven does not
receive any portion of the fees for those investments. Investors should closely review the disclosure
and offering documents to those investments as applicable.
Item 7 Types of Clients
OneSeven offers investment advisory services to individuals, high net worth individuals, trusts, estates,
businesses, corporations, insurance companies, retirement plans and other types of
investors. OneSeven generally does not impose a minimum relationship size for its services, but
certain investment strategies may require a minimum level of assets.
Item 8 Methods of Analysis, Investment Strategies and Risk of Loss
A. Methods of Analysis
OneSeven’s investment adviser representatives (“IARs”) each use their own methods of analysis.
Analysis used includes charting, technical analysis and modern portfolio theory.
Our investment strategies and advice may vary depending upon each client's specific financial
situation. As such, we determine investments and allocations based upon your predefined objectives,
risk tolerance, time horizon, financial information, liquidity needs and other various suitability factors.
Your restrictions and guidelines may affect the composition of your portfolio. It is important that you
notify us immediately with respect to any material changes to your financial circumstances,
including for example, a change in your current or expected income level, tax circumstances, or
employment status.
Charting Analysis - involves the gathering and processing of price and volume pattern information for
a particular security, sector, broad index or commodity. This price and volume pattern information is
analyzed. The resulting pattern and correlation data is used to detect departures from expected
performance and diversification and predict future price movements and trends.
Risk: Our charting analysis may not accurately detect anomalies or predict future price movements.
Current prices of securities may reflect all information known about the security and day-to-day
changes in market prices of securities may follow random patterns and may not be predictable with
any reliable degree of accuracy.
Technical Analysis - involves studying past price patterns, trends and interrelationships in the
financial markets to assess risk-adjusted performance and predict the direction of both the overall
market and specific securities.
Risk: The risk of market timing based on technical analysis is that our analysis may not accurately
detect anomalies or predict future price movements. Current prices of securities may reflect all
information known about the security and day-to-day changes in market prices of securities may follow
random patterns and may not be predictable with any reliable degree of accuracy.
Modern Portfolio Theory - a theory of investment which attempts to maximize portfolio expected
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return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected
return, by carefully diversifying the proportions of various assets.
Risk: Market risk is that part of a security's risk that is common to all securities of the same general
class (stocks and bonds) and thus cannot be eliminated by diversification.
Risk of Loss
Investing in securities involves certain investment risks. Securities may fluctuate in value or lose value.
Clients should be prepared to bear the potential risk of loss. MGO/One Seven will assist Clients in
determining an appropriate strategy based on their tolerance for risk and other factors noted above.
However, there is no guarantee that a Client will meet their investment goals.
Market Risks
The value of a Client's holdings may fluctuate in response to events specific to companies or markets,
as well as economic, political, or social events in the U.S. and abroad. This risk is linked to the
performance of the overall financial markets.
ETF Risks
The performance of ETFs is subject to market risk, including the possible loss of principal. The price of
the ETFs will fluctuate with the price of the underlying securities that make up the funds. In addition,
ETFs have a trading risk based on the loss of cost efficiency if the ETFs are traded actively and a
liquidity risk if the ETFs has a large bid-ask spread and low trading volume. The price of an ETF
fluctuates based upon the market movements and may dissociate from the index being tracked by the
ETF or the price of the underlying investments. An ETF purchased or sold at one point in the day may
have a different price than the same ETF purchased or sold a short time later.
Mutual Fund Risks
The performance of mutual funds is subject to market risk, including the possible loss of principal. The
price of the mutual funds will fluctuate with the value of the underlying securities that make up the
funds. The price of a mutual fund is typically set daily therefore a mutual fund purchased at one point in
the day will typically have the same price as a mutual fund purchased later that same day.
Options Risks
An option is a contract that gives the buyer the right, but not the obligation, to buy or sell a particular
security at a specified price on or before the expiration date of the option. When an investor sells a call
option, he or she must deliver to the buyer a specified number of shares if the buyer exercises the
option. When an investor sells a put option, he or she must pay the strike price per share if the buyer
exercises the option, and will receive the specified number of shares. The option writer/seller receives
a premium (the market price of the option at a particular time) in exchange for writing the option.
Options are complex investments and can be very risky and in certain situations, an investor's risk can
be unlimited. However, options can also be used to provide income or reduce risk. Investors should
understand the risks involved with any option strategy used by their portfolio manager.
Private Investments Risk
Private investments may be introduced to a limited number of clients for whom the Adviser reasonably
believes the investment is appropriate given the client's net worth, investable assets, current portfolio
composition, investment objectives, liquidity needs, and risk considerations. Through our due diligence
process, we will identify appropriate private investment vehicles for a client's review and consideration.
These investments generally involve additional material risks, including liquidity constraints and a lack
of transparency, especially with the various fees.
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Alternative Investment Risks
Investments in alternatives or privately offered/unregistered investments, including debt or equity
investments in operating and holding companies, private real estate funds, hedge funds, private equity
funds, joint ventures, direct and indirect interests in real estate, physical assets, and other similar types
of investments generally involve significant risk, including a total loss of investment, and should only be
undertaken by sophisticated investors capable of evaluating and bearing such risks. Alternative
investments are typically highly illiquid and long-term in nature, investors should consider their ability to
withstand extended and indefinite periods of illiquidity. An investor's ability to transfer and/or dispose of
private investments is typically highly restricted or prohibited. An investor may not be able to obtain
material information about the private investment that other investors obtain. Alternatives are generally
not subject to the same reporting and disclosure requirements as public companies. Alternative
investments may require investors to assume duties, liabilities and obligations that are generally not
requirements for investments in public companies or funds.
Variable Annuities Risks
A variable annuity is a form of insurance where the issuer makes a series of future payments to a
buyer (annuitant) in exchange for the immediate payment of a lump sum or a series of regular
payments. Annuities can be purchased to provide an income during retirement. Variable annuities, pay
amounts that vary according to the performance of a specified set of investments, typically bond and
equity mutual funds. Variable annuities may impose a variety of fees and expenses, in addition to
sales and surrender charges, such as mortality and expense risk charges; administrative fees;
underlying fund expenses; and charges for special features, all of which can reduce the return.
Investors should read the annuity contract for a complete list of the benefits, risks, and costs (which
are in addition to fees we charge) associated with annuities.
DST or TIC Risks
Delaware Statutory Trust (“DST”) and Tenant in Common (“TIC”) investments involve significant risks
and limitations that differ from traditional securities investments. DST and TIC interests are generally
illiquid, lack a secondary market, and are intended to be held for extended periods. Clients should be
prepared to hold such investments until a liquidity event occurs, which may or may not occur as
planned. A DST or TIC may not achieve its stated objectives, generate anticipated income, or be sold
or refinanced on favorable terms.
DST or TIC Conversion Risk
In some cases, a Delaware Statutory Trust (“DST”) and Tenant in Common (“TIC”) investment may be
sold to or contributed into a public or private REIT or similar structure. Such transactions may result in
clients receiving REIT shares or operating partnership interests rather than cash. These securities are
subject to market risk, valuation volatility, and, in the case of non traded or private REITs, additional
liquidity and transfer restrictions. Once a client receives REIT securities, the investment no longer
represents an interest in real property for federal income tax purposes, and future exchanges under
Section 1031 will not be available with respect to that investment. There can be no assurance that any
DST will be sold to or rolled into a REIT, or that such a transaction will occur on favorable terms.
Real Estate Investment Trust Risks
A real estate investment trust ("REIT") is a corporate entity which invests in real estate and/or engages
in real estate financing. REITs are required to declare 90% of their taxable income as
dividends. REITs may be forced to refinance debt or make secondary stock offerings to repay debt,
which will lead to additional dilution of the stockholders. Fluctuations in the real estate market can
affect the REIT's value and dividends.
Structured Product Risks
A structured product, also known as a market-linked product, is generally a pre-packaged investment
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strategy based on derivatives, such as a single security, a basket of securities, options, indices,
commodities, debt issuances, and/or foreign currencies, and to a lesser extent, swaps. Structured
products are usually issued by investment banks or affiliates thereof. They have a fixed maturity, and
have two components: a note and a derivative. The derivative component is often an option. The note
provides for periodic interest payments to the investor at a predetermined rate, and the derivative
component provides for the payment at maturity. Some products use the derivative component as a
put option written by the investor that gives the buyer of the put option the right to sell to the investor
the security or securities at a predetermined price. Other products use the derivative component to
provide for a call option written by the investor that gives the buyer of the call option the right to buy the
security or securities from the investor at a predetermined price. A feature of some structured products
is a "principal guarantee" function, which offers protection of principal if held to maturity. However,
these products are not always Federal Deposit Insurance Corporation insured; they may only be
insured by the issuer, and thus have the potential for loss of principal in the case of a liquidity crisis, or
other solvency problems with the issuing company. Investing in structured products involves a number
of risks including but not limited to: fluctuations in the price, level or yield of underlying instruments,
interest rates, currency values and credit quality; substantial loss of principal; limits on participation in
any appreciation of the underlying instrument; limited liquidity; credit risk of the issuer; conflicts of
interest; and, other events that are difficult to predict.
Margin and Leverage Risks
Using leverage requires pledging assets as collateral and allows an investor to trade a larger financial
position with a smaller sum by including the use of borrowed funds. Leverage usually results in a
client's net assets increasing or decreasing at a greater rate than if borrowed money is not used,
thereby increasing the potential volatility and risk of loss. The use of margin and leverage in a portfolio
is not appropriate for all investors.
Leveraged ETF Risks
There is additional risk when investing in a leveraged ETF. While returns can increase in multiples for
products that use leverage or borrowed dollars, there is also a risk that this leverage creates magnified
capital losses. Leverage products carry high internal expense ratios. When held for longer than a few
days, this cost can significantly affect returns. For example, investing in a 2X leveraged fund held for
multiple days should not expect returns of 30% if the index it tracks increases by 15%. These internal
expenses can decrease a fund's return when the fund earns a lesser return on the investment than the
cost of the leverage.
Inverse ETF Risks
Portfolios may include the use of inverse equity exchange traded funds (ETFs) in investment strategies
as a protective tactic against stock market decline. Inverse ETFs seek to deliver inverse returns of
underlying indexes, generally through the use of derivative securities, such as swap agreements,
forwards, futures contracts, and options. Inverse ETFs are generally considered to be a higher risk
investment and are not appropriate for all clients.
Captive Insurance Risks
Captive insurance companies are subject to insurance laws and regulations that may restrict the types
of investments they may hold, impose concentration limits, or require minimum liquidity levels. These
regulatory constraints may limit the Firm’s ability to implement certain investment strategies or to adjust
portfolio holdings in response to changing market conditions. Compliance with applicable insurance
regulations may result in more conservative investment allocations and may adversely affect
investment performance. In addition, Captive insurance companies must maintain sufficient liquidity to
satisfy insurance-related obligations, including potential claims, collateral requirements, and operating
expenses. As a result, investment decisions may be driven in part by the need to preserve liquid
assets rather than to maximize investment returns. Market conditions, unexpected claims experience,
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or changes in insurance obligations may require the sale of portfolio investments at times when market
prices are unfavorable, which could result in losses.
Cybersecurity Risk
Investment advisers and their service providers may be prone to operational and information security
risks resulting from cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting
data maintained online or digitally (including, for example, through cyber- attacks known as “phishing”
and “spear-phishing”), denial-of-service attacks on websites, the unauthorized release of confidential
information and causing operational disruption. Cyber- attacks may interfere with the processing of
transactions, cause the release of private information or confidential information of OneSeven, cause
reputational damage, and subject OneSeven to regulatory fines, penalties or financial losses,
reimbursement, or other compensation costs, and/or additional compliance costs. While OneSeven
has established business continuity plans and systems designed to prevent such cyber-attacks, there
are limitations in such plans including the possibility that certain risks have not been identified.
Artificial Intelligence Risk
OneSeven personnel may use approved AI Technologies for processing research and creating content
for human review and validation but are prohibited from using AI Technologies to direct investment
behaviors and outcomes, and any use of AI must be done under human supervision. OneSeven
personnel who use AI Technologies to produce work product are responsible for checking the
accuracy of the AI’s outputs before finalizing such work product and are responsible for any errors
generated by AI Technologies that they include in their work product. Nevertheless, AI Technologies
are highly reliant on the accuracy, adequacy, completeness and objectivity of their underlying data,
and any inaccuracies, deficiencies or biases in this data could lead to errors affecting OneSeven’s
decision-making and investment processes. AI Technologies and their applications, including in the
financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the
potential to arise from such developments. Any of the foregoing factors could have a material and
adverse effect on OneSeven.
Item 9 Disciplinary Information
We are required to disclose the facts of any legal or disciplinary events that are material to a client's
evaluation of our advisory business or the integrity of our management. We do not have any required
disclosures under this item.
OneSeven and its IARs value the trust you place in us. As we advise all Clients, we encourage you to
perform the requisite due diligence on any advisor or service provider with whom you partner. Our
backgrounds are on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by
searching with our firm name or our CRD# 283087.
Item 10 Other Financial Industry Activities and Affiliations
OneSeven offers services through our network of investment advisor representatives ("Advisor
Representatives" or "IARs"). IARs may have their own legal business entities whose trade names and
logos are used for marketing purposes and may appear on marketing materials or client statements.
The Client should understand that the businesses are legal entities of the IAR and not of
OneSeven. The IARs are under the supervision of OneSeven, and the advisory services of the IAR
are provided through OneSeven. Please see Item 19 Additional Information for a list of trade names
used by OneSeven IARs.
Broker-Dealer Affiliations
As noted in Item 5.E., certain IARs of OneSeven are also registered representatives of Fortune
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Financial Services, Inc. ("FFS"), MGO Securities Corp. ("MGO Securities"), Purse Kaplan Sterling
("PKS") or International Assets Advisory, LLC ("IAA"). In an IAR's separate capacity as a registered
representative, the Advisory Person will typically receive commissions for the implementation of
recommendations for commissionable transactions. Clients are not obligated to implement any
recommendation provided by an IAR in their capacity as a registered representative or IAR. Neither
OneSeven nor its IARs will earn ongoing investment advisory fees in connection with any services
implemented in the IAR's separate capacity as a registered representative. Under supervision by
FFS, MGO Securities, PKS or IAA, these parties will have access to certain confidential information of
the Client, including but not limited to financial information, investment objectives, transactions and
holdings information.
MGO Securities is an affiliate of and under common control with OneSeven.
Insurance Recommendations
Commissions will be received from the sale of insurance products. All commissions are paid to MGO
Inc. for former IARs of MGOIA. Insurance products utilized are based on the client objectives
determined during initial and subsequent client meetings. MGO Inc. will receive insurance
commissions from legacy holdings when a client retains OneSeven. IARs of the former entity We Are
One Seven, LLC are typically paid their insurance commissions directly; the commissions do not flow
through OneSeven or one of our affiliates. Advisory fees will not be charged on insurance products for
which commissions are received, except in some legacy situations. Clients are under no obligation to
implement any recommendations made by OneSeven or any of its Advisory Persons.
Pension Consulting Services
MGO Inc., an affiliate of OneSeven, provides pension consulting services. Advisory fees earned by
OneSeven are separate from and in addition to the administrative fees charged by MGO Inc.
Recommendation of Other Advisers
We may recommend that you use an Independent Manager based on your needs and suitability. We
will not receive separate compensation, directly or indirectly, from the Independent Manager for
recommending that you use their services. Moreover, we do not have any other business relationships
with the recommended Independent Manager. Refer to Item 4, Advisory Business for additional
disclosures on this topic.
Private Investment Funds
Some of OneSeven's IARs also serve in investment-related positions with various private investment
funds (the "Funds"). Kenneth Arnold serves as a portfolio manager and principal officer of the
Everglades Global Opportunities Fund LP, Everglades Digital Assets Fund LP and OA Digital Fund
LP. Akseli Derzon serves as portfolio manager and general partner of the Lodging Fund One LLC.
IARs of OneSeven may recommend that Clients and prospective clients of OneSeven invest in the
Funds. Clients and prospective clients that are offered to invest in the Funds shall be provided with the
Funds' private placement memorandum and related documents that provide a full description of the
investment approach, business practices, fees and risks associated with an investment in the Funds.
Clients are not obligated to invest in the Funds. To mitigate the conflict of interest associated with this
outside activity, no additional ongoing investment advisory fees are charged on assets that are
invested in the Funds.
R&D Tax Credit Services
OneSeven d/b/a Ironclad Wealth Management ("Ironclad") makes referrals to SR Tax Solutions LLC
("SR Tax") for which Patrick Moore (through Ironclad) receives non-advisory fees from SR Tax. SR Tax
provides Federal R&D Tax Credit services. This practice presents a conflict of interest as Patrick
Moore has an incentive to recommend SR Tax for the purpose of generating additional non-advisory
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fees for himself rather than solely based on client needs. Clients are under no obligation, contractually
or otherwise, to utilize the services of SR Tax. OneSeven has no ownership affiliation and is
independent from SR Tax.
Student Loan Consolidation and Refinancing
John Conry, an IAR, of OneSeven makes referrals to Splash Financial for which John Conry receives
non-advisory fees from Splash Financial. Splash Financial provides student loan consolidation and
refinancing services. This practice presents a conflict of interest as John Conry has an incentive to
recommend Splash Financial for the purpose of generating non-advisory fees rather than solely based
on client needs. Clients are under no obligation, contractually or otherwise, to utilize the services of
Splash Financial. OneSeven has no ownership affiliation with and is independent from Splash
Financial.
College Funding Evolution
Persons providing investment advice on behalf of our firm provide college financial consulting services
through College Funding Evolution. Fees earned by IARs in his capacity are separate and in addition
to OneSeven's advisory fees. This practice presents a conflict of interest as the IAR may have an
incentive to recommend these services for the purpose of generating commissions rather than solely
based on client needs. Clients are under no obligation, contractually or otherwise, to utilize these
services through any person affiliated with OneSeven. Ronald S. Gross, the Chairman of OneSeven,
has an ownership interest in College Funding Evolution.
Flourish Cash
As described above, OneSeven makes available Flourish Cash, an online cash management solution
designed to provide Clients with access to competitive annual percentage yields (“APY”) and
enhanced FDIC insurance coverage through deposits placed at participating program banks. Flourish
Cash is offered by Flourish Financial LLC, a registered broker-dealer and member of FINRA.
OneSeven is not affiliated with Flourish Financial LLC or any of the participating program banks.
OneSeven does not act in a discretionary capacity or provide ongoing investment advisory services
with respect to Client assets held in the Flourish Cash program.
As disclosed in Item 5, OneSeven receives an administrative and/or service fee in connection with
Client participation in the Flourish Cash program, which creates a financial incentive for OneSeven to
recommend the program. Clients are not required to participate in Flourish Cash and may select
alternative cash management or deposit options.
Item 11 Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading
A. Code of Ethics
OneSeven has implemented a Code of Ethics that defines our fiduciary commitment to each Client.
This Code of Ethics applies to all persons associated with OneSeven (our "Supervised Persons"). The
Code of Ethics was developed to provide general ethical guidelines and specific instructions regarding
our duties to you, our Client. OneSeven and its Supervised Persons owe a duty of loyalty, fairness and
good faith towards each Client. It is the obligation of our Supervised Persons to adhere not only to the
specific provisions of the Code, but also to the general principles that guide the Code. The Code of
Ethics covers a range of topics that address ethics and conflicts of interest. To request a copy of our
Code of Ethics, please contact us at (216) 771-4242.
B. Personal Trading with Material Interest
OneSeven allows our Supervised Persons to purchase or sell the same securities that may be
recommended to and purchased on behalf of Clients. OneSeven does not act as principal in any
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transactions. In addition, the Adviser does not act as the general partner of a fund, or advise an
investment company. However, some of OneSeven's IARs also serve in investment-related positions
with various provide investment funds (the "Funds"). Kenneth Arnold, in his separate capacity, serves
as a portfolio manager and principal officer of the Everglades Global Opportunities Fund LP,
Everglades Digital Assets Fund LP and OA Digital Fund LP. Akseli Derzon serves as portfolio
manager and general partner of the Lodging Fund One LLC. Clients are not obligated to invest in the
Funds. To mitigate the conflict of interest associated with this outside activity, OneSeven will not
charge an additional ongoing investment advisory fee on assets that are invested in the Funds.
C. Personal Trading in Same Securities as Clients
OneSeven allows our Supervised Persons to purchase or sell the same securities that may be
recommended to and purchased on behalf of Clients. Owning the same securities, we recommend
(purchase or sell) to you presents a conflict of interest that, as fiduciaries, we must disclose to you and
mitigate through policies and procedures. As noted above, we have adopted, consistent with Section
204A of the Investment Advisers Act of 1940, a Code of Ethics which addresses insider trading
(material non-public information controls) and personal securities reporting procedures. When trading
for personal accounts, Supervised Persons of OneSeven may have a conflict of interest if trading in the
same securities. The fiduciary duty to act in the best interest of its Clients can potentially be violated if
personal trades are made with more advantageous terms than Client trades, or by trading based on
material non-public information. This risk is mitigated by OneSeven requiring reporting of personal
securities trades by its Supervised Persons for review by the CCO or his delegate. We have also
adopted written policies and procedures to detect the misuse of material, non-public information.
D. Personal Trading at Same Time as Client
While OneSeven allows our Supervised Persons to purchase or sell the same securities that may be
recommended to and purchased on behalf of Clients, such trades are typically aggregated with Client
orders or traded afterwards. At no time will OneSeven, or any Supervised Person of OneSeven,
transact in any security to the detriment of any Client.
E. Trade Errors
Trade Errors reported are reviewed on a timely basis. When reviewing a trade error, OneSeven will
consider the 1) nature and cause of the error 2) whether the client has been disadvantaged by the
error and 3) suitability of the allocations resulting from the error. We will notify our clients of errors
caused by OneSeven that resulted in a loss. OneSeven will offset any losses against gains resulting
from the same error and generally OneSeven will credit the client’s next advisory fee invoice for the
amount of the loss determined by the error committee to be OneSeven's responsibility. In cases where
OneSeven determines it is not appropriate to credit advisory fees, OneSeven will issue a check for the
amount of the loss to be deposited into the client's account or under some circumstances the check will
be sent directly to the client.
Item 12 Brokerage Practices
A. Recommendation of a Custodian
OneSeven does not have discretionary authority to select the broker-dealer/custodian for custody and
execution services. The Client will engage the broker-dealer/custodian (herein the "Custodian") to
safeguard Client assets and authorize OneSeven to direct trades to the Custodian as agreed in the
investment advisory agreement and separate account opening forms of the Custodian. Further,
OneSeven will recommend the Custodian and assist with the paperwork for establishing account(s).
OneSeven does not have the discretionary authority to negotiate commissions on behalf of our Clients
on a trade-by-trade basis. Certain Clients may also have accounts held at other custodians away from
the Client's Custodian. The Client may authorize the Adviser to provide advisory services with respect
to those accounts, pursuant to the terms of the investment advisory agreement.
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In certain instances, the Client may also authorize the Adviser to trade securities away from the
Custodian and arrange for delivery of these securities to the Client's account(s) at the Custodian. For
such "trade-away" arrangements, the Custodian will charge a separate trade-away fee in addition to
the securities commissions. These trade-away fees are in addition to any commissions and other
brokerage fees charged by the executing broker-dealer.
Clients are not obligated to use the Custodian recommend by OneSeven, however, the selection of
another custodian may impair the ability for OneSeven to effectively manage Client accounts.
OneSeven will generally recommend that Clients establish their account(s) at either:
• Charles Schwab & Co., Inc. ("Schwab"), member FINRA/SIPC
• Raymond James & Associates, Inc. ("Raymond James"), member New York Stock
Exchange/SIPC
• Axos Advisor Services, a joint service offering from Axos Clearing, a subsidiary of Axos
Financial (NYSE: AX) ("Axos") and Axos Bank. Axos Clearing LLC, member FINRA and SIPC.
• Fidelity Brokerage Services LLC, ("Fidelity") member FINRA and SIPC
• Goldman Sachs & Co. LLC, (“Goldman Sachs”) member FINRA/SIPC
Schwab, Axos, Fidelity, Raymond James, and Goldman Sachs are unaffiliated SEC-registered broker-
dealers and FINRA members and will serve as the Client's "qualified custodian". OneSeven maintains
an institutional relationship with Schwab, Axos, Fidelity and Raymond James, and Golmdan Sachs,
and receives economic and non-economic benefits from some of these Custodians. Please see Item
14 below.
We seek to recommend a Custodian that will hold your assets and execute transactions on terms that
are, overall, the most favorable compared to other available providers and their services. We consider
various factors, including:
• Capability to buy and sell securities for your account itself or to facilitate such services.
• The likelihood that your trades will be executed.
• Availability of investment research and tools.
• Overall quality of services.
• Competitiveness of price.
• Reputation, financial strength, and stability.
• Existing relationship with our firm and our other clients.
Following are additional details regarding the brokerage practices of the Adviser:
1. Soft Dollars - Soft dollars are revenue programs offered by broker-dealers whereby an adviser
enters into an agreement to place security trades with the broker in exchange for research and
other services. OneSeven does not participate in soft dollar programs sponsored or offered by
any broker-dealer. However, the Adviser does receive certain economic benefits from the
Custodians as detailed in Item 14 below.
2. Brokerage Referrals - OneSeven does not receive client referrals from our custodians.
3. Directed Brokerage - OneSeven does not allow directed brokerage in most circumstances.
The IAR will recommend a qualified custodian for the client to select but the ultimate decision is
with the client. In some cases if the client does not wish to use one of our recommended
custodians, the client may not be able to work with OneSeven. The Adviser will not engage in
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any principal transactions (i.e., , trade of any security from or to the Adviser's own account) or
cross transactions with other Client accounts (i.e., purchase of a security into one Client
account from another Client's account(s)).
4. Best Execution - We are not required to select the broker or dealer that charges the lowest
transaction cost, even if that broker provides execution quality comparable to other brokers or
dealers. Although we are not required to execute all trades through one of our selected
custodians, we have determined that these custodians execute most trades consistent with our
duty to seek best execution of your trades. Best execution means the most favorable terms for
a transaction based on all relevant factors, including those listed above. By using another
broker or dealer you may pay lower or higher Transaction Fees.
Schwab - Your Custody and Brokerage Costs
For our clients' accounts it maintains, Schwab generally does not charge you separately for custody
services but is compensated by charging you commissions or other fees on trades that it executes or
that settle into your Schwab account. Schwab's commission rates and/or asset-based fees applicable
to our client accounts were negotiated based on our commitment to maintain $250 million of our
clients' assets statement equity in accounts at Schwab. This commitment benefits you because the
overall commission rates and/or asset-based fees you pay are lower than they would be if we had not
made the commitment. In addition to commission rates and/or asset-based fees Schwab charges you
a flat dollar amount as a "prime broker" or "trade away" fee for each trade that we have executed by a
different broker-dealer but where the securities bought or the funds from the securities sold are
deposited (settled) into your Schwab account. These fees are in addition to the commissions or other
compensation you pay the executing broker-dealer. Because of this, in order to minimize your trading
costs, we have Schwab execute most trades for your account.
Effective October 7, 2019, Schwab eliminated commissions for online trades of U.S. equities, ETFs
and options (subject to $0.65 per contract fee). We encourage you to review Schwab's pricing to
compare the total costs of entering into a wrap fee arrangement versus a non-wrap arrangement. You
will still incur commissions and fees for certain types of transactions in a non-wrap fee arrangement.
To see what you would pay for transactions in a non-wrap account please refer to Schwab's most
recent pricing schedules available at www.schwab.com/aspricingguide.
Schwab Advisor Services
Schwab Advisor Services serves independent investment advisory firms like us. They provide us and
our clients with access to its institutional brokerage platform - trading, custody, reporting and related
services - many of which are not typically available to Schwab retail customers. Schwab also makes
available various support services. Some of those services help us manage or administer our clients'
accounts while others help us manage and grow our business. Schwab's support services are
generally available on an unsolicited basis (we don't have to request them) and at no charge to us.
Services that Benefit You
Schwab's institutional brokerage services include access to a broad range of investment products,
execution of securities transactions, and custody of client assets. The investment products available
through Schwab include some to which we might not otherwise have access or that would require a
significantly higher minimum initial investment by our clients. Schwab's services described in this
paragraph generally benefit you and your account.
Services that May Not Directly Benefit You
Schwab also makes available to us other products and services that benefit us but may not directly
benefit you or your account. These products and services assist us in managing and administering our
clients' accounts. They include investment research, both Schwab's own and that of third parties. We
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may use this research to service all or some substantial number of our clients' accounts, including
accounts not maintained at Schwab. In addition to investment research, Schwab also makes available
software and other technology that:
• provide access to client account data (such as duplicate trade confirmations and account
statements);
• facilitate trade execution and allocate aggregated trade orders for multiple client accounts;
• provide pricing and other market data; facilitate payment of our fees from our clients' accounts;
and
• assist with back-office functions, recordkeeping and client reporting.
Services that Generally Benefit Only Us
Schwab also offers other services intended to help us manage and further develop our business
enterprise. These services include:
• educational conferences and events;
• technology, compliance, legal, and business consulting;
• publications and conferences on practice management and business succession;
• access to employee benefits providers, human capital consultants and insurance providers;
• discount of up to $4,250 on PortfolioCenter Reporting Software.
Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors
to provide the services to us. Schwab may also discount or waive its fees for some of these services or
pay all or a part of a third party's fees. Schwab may also provide us with other benefits such as
occasional business entertainment of our personnel.
Our Interest in Schwab's Services
The availability of these services from Schwab benefits us because we do not have to produce or
purchase them. These services may give us an incentive to recommend that you maintain your
account with Schwab based on our interest in receiving Schwab's services that benefit our business
rather than based on your interest in receiving the best value in custody services and the most
favorable execution of your transactions. This is a conflict of interest. We believe, however, that our
selection of Schwab as custodian and broker is in the best interests of our clients. It is primarily
supported by the scope, quality and price of Schwab's services (based on the factors discussed above
- see "The Custodian and Broker We Use") and not Schwab's services that benefit only us. We do not
believe that maintaining our client's assets at Schwab for services presents a material conflict of
interest.
Raymond James & Associates, Inc., RIA & Custody Services Division
OneSeven has established an institutional relationship with Raymond James to assist the Adviser in
managing Client accounts. Access to the Raymond James RIA & Custody Services Division is
provided at no charge to the Adviser. The Adviser receives access to software and related support with
minimal cost because the Adviser renders investment management services to Clients that maintain
assets at Raymond James. The software and related systems support may benefit the Adviser, but not
its Clients directly. In fulfilling its duties to its Clients, the Adviser endeavors at all times to put the
interests of its Clients first.
Additionally, the Adviser may receive the following benefits from the Raymond James platform: receipt
of duplicate Client confirmations and bundled duplicate statements; access to a trading desk that
exclusively services its institutional participants; access to block trading which provides the ability to
aggregate securities transactions and then allocate the appropriate shares to Client accounts; access
to research; and access to an electronic communication network for Client order entry and account
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information.
Fidelity Brokerage Services LLC
OneSeven has an arrangement with National Financial Services LLC, and Fidelity Brokerage Services
LLC (together with all affiliates, "Fidelity") through which Fidelity provides OneSeven with Fidelity's
"platform" services. The platform services include, among others, brokerage, custodial, administrative
support, record keeping and related services that are intended to support intermediaries like
OneSeven in conducting business and in serving the best interests of their clients but that may benefit
OneSeven.
Fidelity charges brokerage commissions and transaction fees for effecting certain securities
transactions (i.e., transactions fees are charged for certain no-load mutual funds, commissions are
charged for individual equity and debt securities transactions). Fidelity enables OneSeven to obtain
many no-load mutual funds without transaction charges and other no-load funds at nominal transaction
charges. Fidelity's commission rates are generally considered discounted from customary retail
commission rates. However, the commissions and transaction fees charged by Fidelity may be higher
or lower than those charged by other custodians and broker-dealers.
As part of the arrangement, Fidelity also makes available to OneSeven, at no additional charge to
OneSeven, certain research and brokerage services, including research services obtained by Fidelity
directly from independent research companies, as selected by OneSeven (within specified
parameters). These research and brokerage services and are used by OneSeven to manage accounts
for which OneSeven has investment discretion.
Without this arrangement, OneSeven might be compelled to purchase the same or similar services at
its own expense. As a result of receiving such services for no additional cost, OneSeven may have
an incentive to continue to use or expand the use of Fidelity's services. OneSeven examined this
potential conflict of interest when it chose to enter into the relationship with Fidelity and has determined
that the relationship is in the best interests of OneSeven's clients and satisfies its client obligations,
including its duty to seek best execution.
A client may pay a commission that is higher than another qualified broker-dealer might charge to
effect the same transaction where the OneSeven determines in good faith that the commission
is reasonable in relation to the value of the brokerage and research 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 a broke-dealer's
services, including the value of research provided, execution capability, commission rates, and
responsiveness. Accordingly, although OneSeven will seek competitive rates, to the benefit of all
clients, it may not necessarily obtain the lowest possible commission rates for specific client
account transactions. Although the investment research products and services that may be obtained
by OneSeven will generally be used to service all of OneSeven's clients, a brokerage commission paid
by a specific client may be used to pay for research that is not used in managing that specific client's
account. OneSeven and Fidelity are not affiliates, and no broker-dealer affiliated with OneSeven is
involved in the relationship between OneSeven and Fidelity.
Axos Advisor Services
OneSeven does not receive any material economic or non-economic benefits from Axos.
Goldman Sachs & Co., LLC
OneSeven does not receive any material economic or non-economic benefits from Goldman Sachs.
B. Aggregating and Allocating Trades
The Adviser, at its sole discretion, may or may not aggregate securities trades. In trading for Client
accounts, the Adviser seeks to obtain the most favorable net results taking into account such factors
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as 1) price, 2) size of order, 3) difficulty of execution, 4) confidentiality and 5) skill required of the
Custodian. OneSeven will execute its transactions through the Custodian as authorized by the Client.
OneSeven may aggregate orders when securities are purchased or sold through the same Custodian
for multiple discretionary accounts. If an aggregated order cannot be executed in full at the same price
or time, the securities actually purchased or sold by the close of each business day must be allocated
in a manner that is consistent with the initial pre-allocation or other written statement. This must be
done in a way that does not consistently advantage or disadvantage particular Client accounts.
Item 13 Review of Accounts
A. Frequency of Reviews
Securities in Client accounts are monitored on a regular and continuous basis by the Client's IAR.
Formal reviews are the responsibility of the Investment Adviser Representative assigned to the Client
and are generally conducted at least annually or more or less frequently depending on the needs of the
Client. On-going financial planning engagements are reviewed at least annually, as per the terms of
the financial planning agreement.
B. Causes for Reviews
In addition to the investment monitoring noted in Item 13.A., each Client account shall be reviewed at
least annually. Reviews may be conducted more or less frequently at the Client's request. Accounts
may be reviewed as a result of major changes in economic conditions, known changes in the Client's
financial situation, and/or large deposits or withdrawals in the Client's account(s). The Client is
encouraged to notify OneSeven if changes occur in the Client's personal financial situation that might
adversely affect the Client's investment plan. Additional reviews may be triggered by material market,
economic or political events.
C. Review Reports
The Client will receive brokerage statements no less than quarterly from the Custodian. These
brokerage statements are sent directly from the custodian to the Client. The Client may also establish
electronic access to the Custodian's website so that the Client may view these reports and their
account activity. Client brokerage statements will include all positions, transactions and fees relating to
the Client's account(s). OneSeven may also provide Clients with periodic reports regarding their
holdings, allocations, and performance.
Item 14 Client Referrals and Other Compensation
A. Compensation Received by OneSeven
As noted throughout this Disclosure Brochure, IARs may also be registered representatives of FFS,
IAA, Purse Kaplan Sterling ("PKS"), or MGO Securities Corp. and/or licensed insurance professionals.
For information on the conflicts of interest this presents, and how we address these conflicts, please
refer to Item 10.
Other Compensation We Receive for Client Referrals
OneSeven has entered into written solicitation (promoter) arrangements with certain third-party
investment advisers (“Third-Party Advisers”) and receives compensation for referring Clients to them.
Such compensation is typically based on a portion of the advisory fees charged by the Third-Party
Adviser. This creates a conflict of interest, as OneSeven has an incentive to recommend Third-Party
Advisers that provide such compensation. OneSeven addresses this conflict by disclosing the
arrangement at the time of referral and recommending only those Third-Party Advisers it reasonably
believes are in the best interest of the Client. Clients referred to Third-Party Advisers will pay advisory
fees pursuant to their agreement with the Third-Party Adviser. OneSeven does not control the advisory
fees charged by such Third-Party Advisers
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Compensation We Pay for Client Referrals
We directly compensate non-employee (outside) consultants, individuals, and/or entities (solicitors) for
client referrals. In order to receive a cash referral fee from us, solicitors must comply with the
requirements of the jurisdictions in which they operate. If you become a client, the solicitor that referred
you to us will receive either a one-time fixed referral fee at the time you enter into an advisory
agreement with us or a percentage of the advisory fee you pay us for as long as you are our client, or
until such time as our agreement with the solicitor expires. You will not pay additional fees because of
this referral arrangement. Referral fees paid to a solicitor are contingent upon your entering into an
advisory agreement with us. Therefore, a solicitor has a financial incentive to recommend us to you for
advisory services. This creates a conflict of interest; however, you are not obligated to retain us for
advisory services. Comparable services and/or lower fees may be available through other firms.
Solicitors that refer business to more than one investment adviser may have a financial incentive to
recommend advisers with more favorable compensation arrangements. We request that our solicitors
disclose to you whether multiple referral relationships exist and that comparable services may be
available from other advisers for lower fees and/or where the solicitor's compensation is less favorable.
Participation in Institutional Advisor Platforms
Transition Assistance (Raymond James)
In order to help facilitate the transition of OneSeven clients to Raymond James' custodial platform
OneSeven, along with its Investment Adviser Representatives, received transition support from
Raymond James in the form of a loan, which is forgiven if we meet certain conditions in terms of
maintaining a relationship with Raymond James. The amount of the upfront loan represents a
substantial payment and forgiveness of the loan and accrued interest is contingent upon the continued
association with Raymond James. This presents a conflict of interest in that we have a financial
incentive to maintain a relationship with Raymond James in order to have the loan forgiven. However,
to the extent that we recommend that clients use Raymond James, it is because we believe that it is in
the client's best interest to do so based on the quality and pricing of the execution, benefits of an
integrated platform for brokerage and advisory accounts, and other services provided by Raymond
James.
Transition Assistance (Fidelity)
In order to help facilitate the transition of OneSeven clients to Fidelity's custodial platform OneSeven,
along with certain of its Investment Adviser Representatives, received transition support from Fidelity in
the form of a loan, which is forgiven if we meet certain conditions in terms of maintaining a relationship
with Fidelity. The amount of the upfront loan represents a substantial payment and forgiveness of the
loan and accrued interest is contingent upon the continued association with Fidelity. This presents a
conflict of interest in that we have a financial incentive to maintain a relationship with Fidelity in order to
have the loan forgiven. However, to the extent that we recommend that clients use Fidelity, it is
because we believe that it is in the client's best interest to do so based on the quality and pricing of the
execution, benefits of an integrated platform for brokerage and advisory accounts, and other services
provided by Fidelity.
Flourish Cash
OneSeven receives an economic benefit in connection with certain third-party products and services
made available to Clients. Specifically, OneSeven receives an administrative and/or service fee from
Flourish Financial LLC (“Flourish”) when Clients elect to participate in the Flourish Cash program. This
fee is paid from the yield that would otherwise be credited to the Client’s account and does not result in
Clients paying higher advisory fees to OneSeven. This arrangement creates a conflict of interest, as
OneSeven has a financial incentive to recommend the Flourish Cash program. Clients are not
obligated to utilize Flourish Cash and may select alternative cash management or deposit options.
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OneSeven does not provide discretionary investment advisory services with respect to Client assets
held in the Flourish Cash program. Additional information regarding fees and compensation is provided
in Item 5.
Other Compensation
As disclosed under the Fees and Compensation section in this brochure, some persons providing
investment advice on behalf of our firm are licensed insurance agents and are often registered
representatives with FFS, KPS, MGO Securities or IAA, each a securities broker-dealer, and a
member of the Financial Industry Regulatory Authority and the Securities Investor Protection
Corporation. For information on the conflicts of interest this presents, and how we address these
conflicts, refer to the Fees and Compensation section.
Mutual Fund Companies, Investment Platforms and Custodians (together "Contributing Sponsors")
from time to time provide financial assistance to client events sponsored by OneSeven or its IARs. The
financial contributions will be recorded in the firm's records and reviewed on an annual basis as part of
the supervisory review. The review will take into account the amount contributed by the Contributing
Sponsor and ensure that no Contributing Sponsor or IAR provided financial contributions that could be
construed as excessive in nature or a violation of OneSeven's fiduciary duty.
The firm from time to time will receive indirect compensation or benefits from Contributing Sponsors.
These benefits include but are not limited to, access to research, technology, and invitations to special
events including conferences.
Please refer to Item 12, Brokerage Practices for additional information on the economic benefits we
receive from Schwab, Fidelity and Raymond James.
IARs of OneSeven have the opportunity to receive additional individual compensation and benefits
either upon joining OneSeven or when the opportunity is offered to current IARs who have
already joined OneSeven. These benefits include a combination of firm equity ownership with the
potential for significant appreciation, substantial capital advances or cash payments. The value of
benefits is negotiated between OneSeven and the IAR and is related to the amount of revenue
expected to be received by the IAR and OneSeven based on the IAR's current and future business
projections. Future liquidity events for OneSeven also allow another opportunity for increased
participation by the IARs.
Item 15 Custody
OneSeven has established procedures to ensure client assets are held at a qualified custodian in the
name of the client. Account statements are delivered directly from the custodian to each client. Clients
should carefully review those statements and are urged to compare the statements against any client
report provided by OneSeven.
When clients give OneSeven the authority to deduct management fees directly from their accounts,
OneSeven is deemed to have custody. OneSeven is also deemed to have custody over client assets
when clients, using a standing letter of authorization (SLOA), give OneSeven authority to transfer
assets to a third party. The Custodian and OneSeven have adopted safeguards to ensure that the
transfer of assets are completed in accordance with the Client's instructions. Additionally, OneSeven is
deemed to have custody over client assets when we or a Related Person acts as general partner of a
pooled investment vehicle. In these situations, we comply with the SEC rules and guidance.
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Item 16 Investment Discretion
OneSeven generally has discretion over the selection and amount of securities to be bought or sold in
Client accounts without obtaining prior consent or approval from the Client. However, these purchases
or sales are subject to specified investment objectives, guidelines, or limitations previously set forth by
the Client and agreed to by OneSeven. Discretionary authority will only be authorized upon full
disclosure to the Client. The granting of such authority will be evidenced by the Client's execution of an
Investment Advisory Agreement containing all applicable limitations to such authority. All discretionary
trades made by OneSeven will be in accordance with each Client's investment objectives and goals.
Our discretionary authority allows us to invest and reinvest the assets in your Accounts, potentially
including the engagement, retention and replacement of third-party portfolio managers without your
prior approval. You may limit our discretionary authority (for example, limiting the types of securities
that can be purchased or sold for your account) by providing our firm with your reasonable restrictions
and guidelines in writing. We have the option of refusing your restrictions if they are deemed too
restrictive to manage your account effectively.
If you enter into non-discretionary arrangements with our firm, we will obtain your approval prior to the
execution of any transactions for your account(s). You have an unrestricted right to decline to
implement any advice provided by our firm on a non-discretionary basis.
Item 17 Voting Client Securities
Proxy Voting
OneSeven does not accept proxy voting responsibility for any Client. Clients have the option of
receiving proxy statements directly from the Custodian so the Client may vote or clients may have
proxy materials sent to OneSeven. Proxy materials received by OneSeven will be destroyed and not
forwarded to the Client. The Advisor will assist in answering questions relating to proxies, however, the
Client retains the sole responsibility for proxy decisions and voting.
Class Actions, Fair Funds and Similar Actions
OneSeven has engaged a third party service provider, 11thEstate, Inc., to monitor and, at its option, to
file claim paperwork for class action settlements, Fair Funds, shareholder compensation, and other
similar proceeds, on behalf of firm clients who have not opted out of this service. The firm provides
11thEstate with aggregated information about securities held by firm clients. When 11thEstate
identifies a settled or otherwise resolved action relating to a security held by one or more firm clients,
as to which 11thEstate determines to file claims paperwork, 11thEstate will request, and OneSeven will
provide, the names, account numbers and holdings data of the clients who hold the security that is
subject to the action (except for any clients who have opted out of this service). 11thEstate will then
prepare and file the claims with the administrator of the class action settlement, Fair Fund, etc., and
will follow up as needed to ensure that the claims are processed. 11thEstate's fee for this service is
deducted from the proceeds recovered. If permitted by law, this fee will be deducted directly from the
client's gross settlement / judgment proceeds and the net settlement / judgment proceeds for each
client are deposited into the client's brokerage account or other designated account. For Fair Funds
and in other circumstances in which the payout must be distributed in its entirety to the client, there is
no fee to the client. OneSeven does not receive any compensation or payment from 11thEstate or
from the client in connection with this service. OneSeven is not involved in monitoring or processing
these claims and is not responsible for 11thEstate's performance of its services except as required by
law. Clients may "opt out" of this service by providing written notice to the Advisor. Clients opting out
assume responsibility for filing or otherwise pursuing the client's share of any securities settlements or
judgments.
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Item 18 Financial Information
Neither OneSeven, nor its management, have any adverse financial situations that would reasonably
impair the ability of OneSeven to meet all obligations to its Clients.
We do not take physical custody of client funds or securities, or serve as trustee or signatory for client
accounts, and we do not require the prepayment of more than $1,200 in fees six or more months in
advance. Therefore, we are not required to include a financial statement with this brochure.
We have not filed a bankruptcy petition at any time in the past ten years.
Item 19 Additional Information
Trade Names Used by OneSeven IAR
OneSeven offers services through our network of investment advisor representatives ("Advisor
Representatives" or "IARs"). IARs may have their own legal business entities whose trade names and
logos are used for marketing purposes and may appear on marketing materials or client
statements. The client should understand that the businesses are legal entities of the IAR and not of
OneSeven. The IARs are under the supervision of OneSeven, and the advisory services of the IAR
are provided through OneSeven. Trade names used by OneSeven IAR are as follows:
• Alta Vera Global Capital Advisors
• Beacon Way Wealth Management
• Callahan Financial
• Carey Dittoe Wealth Management
• Chen Wealth Services
• ClientFirst Financial Strategies
• Community Financial Advisors
• Created Wealth Advisory
• DWT Wealth
• Everglades Parkland Advisors
• Feldmeyer Financial Group
• Fulshear Wealth
• Giltner & Associates
• Hemlock Wealth Management
• Hope Financial Group
• HTR Wealth Management
• Hyperion Wealth Group
• Ironclad Wealth Management
• JP Investments Group LLC
• JTM Williams Capital Management
• Lake House Private Wealth Management
• Legacy Advisors
• Legacy Wealth Group
• Life Transitions Planning
• Magnetic North Financial
• Managed Wealth Solutions
• Martz Financial, LLC
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• MB Wealth Management Group
• MGO, Inc.
• OneSeven / We Are One Seven
• OnPoint Wealth Partners
• Paceline Advisors
• Palm Coast Wealth Management
• Park City Wealth Advisors
• R J Campbell Investments, LLC
• Resolute Wealth Management
• RISE Capital
• Romero Wealth Management
• Rosehaven Family Office
• S3 Retirement Planning
• Shintani Wealth Management Services
• Stone Creek Advisors
• Stratos Investments of OneSeven
• Structure Wealth Management
• The Hamilton Group
• Valentine Wealth Advisors
• Wealth Planning and Design
• WealthCreate Financial
• Wolfe Wealth Management
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IRA Rollover Considerations
As part of our investment advisory services to you, we may recommend that you withdraw the assets
from your employer's retirement plan and roll the assets over to an individual retirement account
("IRA") that we will manage on your behalf. If you elect to roll the assets to an IRA that is subject to our
management, we will charge you an asset based fee as set forth in the agreement you executed with
our firm. This practice presents a conflict of interest because persons providing investment advice on
our behalf have an incentive to recommend a rollover to you for the purpose of generating fee based
compensation rather than solely based on your needs. You are under no obligation, contractually or
otherwise, to complete the rollover. Moreover, if you do complete the rollover, you are under no
obligation to have the assets in an IRA managed by our firm.
Many employers permit former employees to keep their retirement assets in their company plan. Also,
current employees can sometimes move assets out of their company plan before they retire or change
jobs. In determining whether to complete the rollover to an IRA, and to the extent the following options
are available, you should consider the costs and benefits of:
1. Leaving the funds in your employer's (former employer's) plan.
2. Moving the funds to a new employer's retirement plan.
3. Cashing out and taking a taxable distribution from the plan.
4. Rolling the funds into an IRA rollover account.
Each of these options has advantages and disadvantages and before making a change we encourage
you to speak with your CPA and/or tax attorney.
If you are considering rolling over your retirement funds to an IRA for us to manage here are a few
points to consider before you do so:
1. Determine whether the investment options in your employer's retirement plan address your
needs or whether you might want to consider other types of investments.
a. Employer retirement plans generally have a more limited investment menu than IRAs.
b. Employer retirement plans may have unique investment options not available to the
public such as employer securities, or previously closed funds.
2. Your current plan may have lower fees than our fees.
a. If you are interested in investing only in mutual funds, you should understand the cost
structure of the share classes available in your employer's retirement plan and how the
costs of those share classes compare with those available in an IRA.
b. You should understand the various products and services you might take advantage of
at an IRA provider and the potential costs of those products and services.
3. Our strategy may have higher risk than the option(s) provided to you in your plan.
4. Your current plan may also offer financial advice.
5. If you keep your assets titled in a 401k or retirement account, you could potentially delay your
required minimum distribution beyond age 70.5.
6. Your 401k may offer more liability protection than a rollover IRA; each state may vary.
a. Generally, federal law protects assets in qualified plans from creditors. Since 2005, IRA
assets have been generally protected from creditors in bankruptcies. However, there
can be some exceptions to the general rules so you should consult with an attorney if
you are concerned about protecting your retirement plan assets from creditors.
7. You may be able to take out a loan on your 401k, but not from an IRA.
8. IRA assets can be accessed any time; however, distributions are subject to ordinary income tax
and may also be subject to a 10% early distribution penalty unless they qualify for an exception
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such as disability, higher education expenses or the purchase of a home.
9. If you own company stock in your plan, you may be able to liquidate those shares at a lower
capital gains tax rate.
10. Your plan may allow you to hire us as the manager and keep the assets titled in the plan
name.
It is important that you understand the differences between these types of accounts and to decide
whether a rollover is best for you. Prior to proceeding, if you have questions contact your investment
adviser representative, or call our main number as listed on the cover page of this brochure.