Form ADV Part II Brochure

Parker Investment Management, LLC SEC File No. 801-56045

PO Box 1088 Menlo Park, CA  94026

Phone: 650-326-0387 Email: Howard@ParkerInvest.com Website: ParkerInvest.com

This brochure provides information about the qualifications and business practices of Parker Investment Management, LLC. If you have any questions about the contents of this brochure, please contact us by telephone at 650-326-0387 or by email at Howard@ParkerInvest.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority.

Additional information about Parker Investment Management, LLC also is available on the SEC’s website at www.adviserinfo.sec.gov

3/27/2011

This brochure provides information about the qualifications and business practices of Parker Investment Management, LLC. If you have any questions about the contents of this brochure, please contact us Howard@ParkerInvest.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority.

Advisory Business

A. In 1987 John W Parker began providing computer/market timing services to clients on a part-time basis in exchange for a discretionary fee, and in 1996 Mr. Parker offered these services on a full-time basis. In 1999, Mr. Parker became a federally registered investment advisor and in 2010, Mr. Parker changed his business structure from a sole proprietorship to a single-member LLC (Parker Investment Management, LLC). (Being "a federally registered investment advisor" does not imply a certain level of skill or training.) Throughout this entire period since 1987, Mr. Parker has been the sole owner. Parker Investment Management, LLC owns no subsidiaries nor is it owned by any parent company.

B. We offer investment supervisory services, and we provide a market timing service. Our investments are generally limited to publicly traded mutual funds and exchange traded funds, although from time to time we may trade in individual stocks and variable annuities. Our services involve the placing of orders for the trading of a client's securities as market conditions and timing dictate.  A client who wishes to use our services is first advised of the inherent risks in investing.  A client then executes an Investment Advisory Agreement with us, receives a copy of the current version of this disclosure document, and opens an investment account(s) at Fidelity Investments in the name of the client only. The client also gives us Trading Authorization which provides us with authorization to place buy and/or sell orders of securities in a client's account.  Fidelity, not us, is responsible for executing all securities trades.

C. We generally have full discretion to trade our clients' accounts, which means we decide what to buy and sell and when to do so and that we do not consult with our clients in advance before making a trade. A client, however, can send us written instructions: (i) to limit our trading for a portion of his/her account to certain classes of securities such as fixed income or precious metals but not to limit our discretion in the timing of what to buy or sell within those classes of securities; or (ii) to raise a certain amount of cash to meet the client's anticipated near-term withdrawal requirements. We can only accept these instructions in writing from the client.

D. We do not participate in any "wrap fee programs".

E. As of 12/31/2010, we managed approximately $272,400,000 of client assets on a discretionary basis and $-0- on a non­discretionary basis.

Fees and Compensation

A. The client answers three (3) questions to determine which Billing Method the client is eligible to choose (Assets Based Method or Gains Based Method) for calculating our Management Fee. Question #1 is whether or not the client's net worth is at least $1.5 million; Question #2 is whether or not the client's assets under our management are at least $750 thousand; and Question #3 is whether or not the client is a U.S. resident. If a client: (i) has a net worth of at least $1.5 million, OR (ii) has at least $750,000 under our management, OR (iii) is not a U.S. resident, then the client may choose either the Assets Based Method or the Gains Based Method. For all other clients, the Assets Based Method is used. A client may change the Billing Method for a future calendar quarter by signing our then-current Investment Management Agreement, provided that his/her answers to the three questions allow such a change.

The Management Fee will be calculated after each calendar quarter has ended and will be calculated separately for each account. Our fees are not negotiable.

Here are some definitions used in both the Assets Based Method and Gains Based Method.

                         “Market Value” of a security is equal to the number of shares multiplied by the price per share at the close of trading on the day that security is valued.

                         “Account Market Value” is equal to the sum of the Market Value of each and every security in the account.

                         “Account Net Value” is equal to the Account Market Value plus any accrued but not-yet-paid dividends minus margin debt (if applicable).

                         “Deposits” are defined as additional monies or securities added to the account by Client. Deposits exclude any monies generated from the securities within the Portfolio, including dividends, interest, and capital gain distributions.

                         “Withdrawals” are defined as: (i) any monies or securities withdrawn from the account by Client including any associated wire or overnight-check-mailing fees; OR (ii) any transfers from the account to another account as authorized by Client; OR

 

(iii) any government taxes withheld; OR (iv) any Management Fees deducted. Withdrawals exclude charges arising from trading within the account, including transaction fees and early redemption fees (if any), and from margin interest (if any).

* “Fee Determination Date” is equal to the last date of a calendar quarter (March 31, June 30, September 30, or December 31) or the date when Advisor ends management of the account. Here is how we calculate the Management Fee using the Assets Based Method:

* “Assets Based Fee Rate” is equal to thirty-five one-hundredths of one percent (0.35%) per quarter; annual rate is one and four-tenths percent (1.4%).

* “Assets Based Management Fee” is equal to the Account Net Value on the Fee Determination Date times the Assets Based Fee Rate, adjusted for each Deposit and Withdrawal during the calendar quarter. The adjustments are calculated as follows:

 

                         A Deposit made during the calendar quarter is included in the Account Net Value but was not under management for the entire quarter. To adjust for the days that Deposit was not under management, Advisor will reduce the Assets Based Management Fee proportionately by subtracting an amount equal to the Deposit times the Assets Based Fee Rate times the percent of the quarter (calculated using calendar days) that that Deposit was not under management.

                         A Withdrawal made during the calendar quarter is not included in the Account Net Value but was under management for part of the calendar quarter.  To adjust for the days that Withdrawal was under management, Advisor will increase the Assets Based Management Fee proportionately by adding an amount equal to the Withdrawal times the Assets Based Fee Rate times the percent of the quarter (calculated using calendar days) that that Withdrawal was under management.

Here is how we calculate the Management Fee using the Gains Based Method:

* “High-Water Mark Billing Value” is equal to the Account Net Value on the most recent Fee Determination Date when a Gains Based Fee, as defined below, was charged.

                         For a new account, the initial High-Water Mark Billing Value is equal to the Account Net Value on the date when we begin management of the account.

                         For an account that has been previously charged a Gains Based Management Fee by our previous company John W Parker Investment Management, the initial High-Water Mark Billing Value is equal to the Account Net Value on the ending date of the most recent billing period when we charged a Management Fee.

                         For an account that the client changes from the Assets Based Method to Gains Based Method, the initial High-Water Mark Billing Value will be the Account Net Value on the effective date of the change.

 

                         “High-Water Mark Billing Date” is defined as the calendar date of the High-Water Mark Billing Value.

                         “Change in Net Value Since High-Water Mark Billing Value” is equal to the Account Net Value on the Fee Determination Date minus the High-Water Mark Billing Value.

                         “Client Changes to Net Value Since Billing Date” is equal to the total Deposits and Withdrawals since the High-Water Mark Billing Date. This will be a positive number if there have been more Deposits than Withdrawals, and negative if vice-versa.

                         “Account Profit Since High-Water Mark Billing Value” is the Change in Net Value Since High-Water Mark Billing Value minus the Client Changes to Net Value Since Billing Date.

                         The Management Fee using the Gains Based Method will be the larger of the Minimum Fee or the Gains Based Fee, as defined below:

 

- “Minimum Fee Rate” is one-eighth of one percent (0.125%) per quarter; annual rate is one-half of one percent (0.5%).

                         “Minimum Fee” is calculated in the same way as the Assets Based Management Fee except using the Minimum Fee Rate instead of the Assets Based Fee Rate.

                         “Gains Based Fee Rate” is ten percent (10%) and is only applied to the account profit since last billed not to the account value.

                         “Gains Based Fee” is equal to the Account Profit Since High-Water Mark Billing Value times the Gains Based Fee Rate less the total Minimum Fees (if any) since the High-Water Mark Billing Date.

                         If the Gains Based Fee is larger than the Minimum Fee (and therefore used for the Management Fee), then for future Management Fee calculations, the High-Water Mark Billing Value is updated to the Account Net Value on the Fee Determination Date and the High-Water Mark Billing Date is updated to the Fee Determination Date.

                         We will send the client a bill for each account under our management after each calendar quarter for the Management Fee. The client will have the option to pay the Management Fee either: (i) by direct payment to us; OR (ii) by authorizing us to deduct the Management Fee from his/her corresponding account(s); OR (iii) by instructing us to deduct the Management Fee for one or more of the client's retirement accounts from the client's non-retirement account(s) under our management. The client can indicate whether the instructions are for that calendar quarter only or whether they are also "Standing Instructions" to do the same in all future quarters. The client has the opportunity to update his/her instructions any time in the future, and we send the client a form to update Management Fee deduction instructions each time we send a bill even if the client has "Standing Instructions". If we have not received the client’s direct payment within thirty (30) days after we mail the client's bill for the Management Fee, then we may deduct the Management Fee from the client’s corresponding account(s) without separate authorization from the client. We will promptly notify the client in writing of any Management Fee that we have deducted from the client’s account(s). Any Management Fees that are deducted from the client's account are treated as a client withdrawal when calculating future Management Fees.

C. We receive no other fees or expenses for our services. We help open accounts for the client at Fidelity Investments, which acts as the custodian of the client's assets and provides the client monthly statements and all year-end tax reporting detail. There are no fees for opening or maintaining accounts, but Fidelity currently charges a $75.00 fee for closing an account.

The better performing mutual funds within the broad asset classes we select as part of our "core strategy" usually have short-term redemption fees to discourage frequent trading (which increases fund overhead and distracts the fund management from focusing on growing the fund for its shareholders). As part of our "core strategy" (as summarized in "Methods of Analysis, Investment Strategies, and Risk of Loss"), we plan to hold these types of mutual funds we buy for the client for at least these minimum periods, unless changing market conditions indicate the need to sell. It is important for the client to know that any short-term redemption fees that might occur (and we generally try to avoid them) are NOT paid to us. We sometimes choose to buy a different class of a mutual fund which currently has a $35.00 buy and a $35.00 sell fee charged by Fidelity if: (a) that class of the mutual fund has a lower internal fund expense ratio than the class which has no buy nor sell fees; AND (b) the anticipated savings, based on our expectation of how long we will hold that fund, from the lower internal fund expense ratio will be greater than the combined buy and sell fee. Except for this difference in the class of the mutual fund, most of the funds we trade have no trading fees once the minimum holding period has been met.

If we choose to buy an individual equity or an exchange-traded fund ("ETF") as part of either our "core strategy" or our "near-term strategy" (as summarized in "Methods of Analysis, Investment Strategies, and Risk of Loss"), Fidelity currently charges $7.95 for the first 10,000 shares bought or sold for clients whose accounts are set up for electronic delivery of monthly statements, trade confirmations, proxies, and legal reports. For those clients whose accounts are not set up for such electronic delivery, Fidelity currently charges $8.00 for the first 3,000 shares of an individual equity or ETF bought or sold for clients whose total invested with us is at least $1,000,000 and $17.95 for the first 1,000 shares bought or sold for clients whose total invested with us is less than $1,000,000. None of these fees is paid to us, and we have no requirement to place any amount of any such trades. While it is true that there are some custodians which may charge less for these types of trades, we have chosen Fidelity as the custodian and trading platform for the following reasons: (a) there are no fees for opening or maintaining accounts; (b) there are no fees for buying or selling no-load mutual funds as part of our "core strategy" provided that these funds are held for their minimum holding period (as described above); (c) Fidelity provides one-day settlement (e.g. the funds from a sale are available in the account on the next market day) on the sale of most mutual funds; (d) Fidelity provides excellent on-line access at no charge for clients to monitor account activity and to get duplicate copies of recent monthly, year-end, and tax-reporting statements; (e) Fidelity provides the client with the year­end information that is both necessary for tax reporting and is complete and relatively easy to use; (f) Fidelity provides us, the advisor, trading execution software, electronic detailed snapshots and trading history of all accounts, electronic trade confirmations of all trades placed, electronic monthly and year-end statements for all accounts, and a full range of back-office support staff and functions, all such services provided at no cost to either the client or to us; and (g) working with one custodian and trading platform simplifies and reduces the chance of error in our advisory functions.

All mutual funds and exchange-traded funds have internal management fees charged by their fund managers. These fund internal management fees are paid  from the funds' assets each market trading day and are reflected in the daily closing prices of these securities. These fees are not paid directly by the client and are not charged to the clients' accounts. We do not share in these fees in any way.

If the client chooses to use "margin borrowing" in his/her non-retirement account, then Fidelity currently charges margin interest at an annual rate of 4.1% for only the number of days that each amount was borrowed. There are no other charges, such as an annual fee or a minimum borrowing fee. Margin borrowing is typically used if the client writes a check without having us first raise cash. In rare circumstances and only with the client's previous written direction, we may use margin borrowing to leverage the account. We do not receive compensation in any form from Fidelity for margin interest charged.

D. We never collect our management fees in advance. They are always billed and collected for management advisory services that we have already provided.

E. We do not receive any form of compensation from the buying or selling of securities, including receiving no commissions or any other compensation or special pricing.

Performance-Based Fees and Side-By-Side Management

As described in "Fees and Compensation", our Management Fee in some of our accounts is determined using the Gains Based Method. This method is a performance-based fee, which means that our fee is based on a share of the gains in the account. As also described in "Fees and Compensation", our Management Fee in other of our accounts is determined using the Assets Based Method.

We decide whether or not to trade in an account by looking at each security (e.g. "position") we hold across all our accounts, not which account a particular security is held in. In making our decision to trade a position, we have software to "query" all our accounts to see which accounts meet the "query" criteria. For example our query might include: (i) how long we have held that position (e.g. shorter or longer than the minimum holding period for that position to avoid short-term trading fees); (ii) what percentage of the account that position represents; (iii) what percentage of asset class in an account that that position is a member of;  (iv) the dollar value of the position in the account; and (v) whether the account is a retirement or a non-retirement account. We do not take into consideration which billing method the account uses when we are considering which trades to make, and therefore we do not believe that we have any conflict of interest that might arise from favoring accounts using the Gains Based Method over accounts using the Assets Based Method.

Types of Clients

We provide investment advisory services to individuals, individual pension and profit share plans, trusts, estates, charitable organizations, corporations, and other business entities.

A client who wishes to use our services is first advised of the inherent risks in investing.  A client then executes our Investment Management Agreement, receives a copy of the current version of this disclosure document, and opens an investment account(s) at Fidelity in the name of the client only. The client also gives us Trading Authorization which provides us with authorization to place buy and/or sell orders of securities in a client's account. There is no minimum account size required to open or maintain an account.

Methods of Analysis, Investment Strategies and Risk of Loss

We encourage our clients to invest with a “long-term” view of at least several years, avoiding the urge to get out of the market when it is down and then get back in when it is up. Throughout the market’s history, there have always been crises in the world, and we encourage the client to let us navigate the client's account through the inevitable ups and downs. As the client's financial advisor, we will do our best to grow the client's account, but please realize that there are inherent risks in all investing, and it is possible that the client's account(s) may incur substantial losses.

The key risks to any investment strategy include: (i) past performance does not predict future performance, which means that what may have worked or not worked in the past may or may not have anything to do with what may or may not work in the future; (ii) unanticipated world events, such as political upheavals, nuclear disasters, terrorist attacks, or "acts of nature" (e.g. earthquakes, floods, tornadoes, tsunamis); (iii) financial or business disasters, such as the ENRON scandal or the collapse of financial institutions in the U.S. in 2008; and (iv) general "market uncertainties" (e.g. political uncertainty about what "Washington" might do or not do, economic uncertainty about how China may or may not control its inflation, energy pricing uncertainty about what the future price of oil might be) among investors which can result in elevated levels of volatility. These risks have always been and always will be present, and investments might always be impacted by these risks.

Measuring the success of an investment strategy often consists of comparing its performance and volatility to a market benchmark, such as the S&P 500 Index with dividends reinvested. The additional risks associated with a specific investment strategy is that that strategy has higher volatility and underperforms this market benchmark, or even has lower volatility and outperforms the benchmark but still loses money because the benchmark lost even more.

The financial industry generally considers investments in securities that are 100% backed by the U.S. government (e.g. CD's, treasury notes) to be risk free. It is our belief that any investment that is not backed by the U.S. government has significant risk. We however invest in non-U.S. government-backed securities because we believe that there are better investment strategies than U.S. government-backed securities that have what we believe to be reasonable levels of risk. This, however, is always a judgment on our part, never a certainty.

Our "core strategy" is to identify broad asset classes that we believe will outperform market averages for months (and sometimes years) and then to select the best-performing no-load mutual funds or exchange-trade funds within those asset classes. We concentrate our investments in these funds. We avoid “formulaic” asset balancing because that strategy tends to return only market averages. While we primarily buy mutual funds, we sometimes buy individual stocks and exchange-traded funds.

Our methods of analysis for determining our "core strategy" may include: (i) monitoring money flows in and out of asset classes using a variety of publicly available information; (ii) monitoring investor sentiment using publicly available sources; (iii) analytical analysis, including charting, to compare the performance and volatility of various mutual funds and exchange-traded funds; (iv) examining the previous successes and failures of fund management teams; (v) monitoring changing business and world events using a variety of publicly available information; and (vi) taking into consideration the potential impact of market momentum. Our main sources of "publicly available information" include financial newspapers and magazines, research materials prepared by others, and timing services.

Our "near-term strategy" is to identify investment opportunities that we believe will be profitable for shorter periods than months, ranging from same-day trading to holding for several weeks. We generally use: (a) the Rydex and Profunds families of mutual funds, which have no trading fees and which offer both “long” and “short” market index and market sector funds as well as some non-equity-based funds; or (b) exchange-traded funds, some of which have no trading fees. We may use many  of the analysis techniques in our "near-term strategy" that we listed above as part of what we may use in our "core strategy".

Our client accounts are allocated among: (a) our “core strategy”, (b) our “near-term strategy”, and (c) money market funds. All holdings in our accounts are publicly traded.

Account performance varies from account to account, depending on such factors as when moneys were deposited or withdrawn, and whether the account is a retirement or a non-retirement account. For example, in retirement accounts we do not have tax considerations such as short-term vs. long-term gains and the tax efficiency of the transaction.

As described in "Fees and Compensation", we do not receive any form of compensation from the buying or selling of securities, including receiving no commissions or any other compensation or special pricing.

Disciplinary Information

We have never had any type of legal or disciplinary action that could affect anyone's evaluation of our advisor business or the integrity of our management.

Other Financial Industry Activities and Affiliations and Affiliations

A. Neither our company nor any of our personnel is registered, nor has an application pending to register, as a broker-dealer or a registered representative of a broker-dealer.

B. Neither our company nor any of our personnel is registered, nor has an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities.

C. We have no relationship or arrangement with any individual or company  that creates a material conflict of interest with our clients.

D. We do not receive compensation directly or indirectly from any other investment advisors.

Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

A. Our Code of Ethics is based on the principle that "we", which throughout this Statement of Ethics shall refer to the investment advisor and all its employees and subcontractors), owe a fiduciary duty to "you", our clients, for which we serve as an advisor. Accordingly, we must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of our advisory clients. At all times, we must:

Place the interests of our Advisory Clients first:

As a fiduciary, we must avoid serving our personal interests ahead of the interests of our advisory clients. We may not cause an advisory client to take action, or not to take action, for our personal benefit rather than the benefit of the advisory client.

Conduct all of our personal securities transactions in full compliance with this Code:

We encourage our staff and their families to develop personal investment programs. However, we must not take any action in connection with our personal investments that could cause even the appearance of unfairness or impropriety. Accordingly, we must comply with the policies and procedures set forth in this Code under the heading of Personal Securities Transactions.

Avoid taking inappropriate advantage of our position:

The receipt of investment opportunities, gifts or gratuities from persons seeking business with us directly or on behalf of an advisory client could call into question the independence of our business judgment. Accordingly, we must comply with the policies and procedures set forth in this Code under the heading Fiduciary Duty to Clients.

Fiduciary Duty to Clients:

Investment Advisors are subject to Section 206 of the Act which makes it unlawful for an advisor to engage in fraudulent, manipulative or deceptive conduct. The intent is to eliminate conflicts of interest and to prevent an advisor from taking advantage of a client’s trust. Pages 19 and 20 of the SEC Inspection Manual describes an advisor’s fiduciary responsibility as:

"The Adviser’s Act does not require a transaction to have occurred for actionable fraud to have been committed. An investment adviser is a fiduciary who owes his clients undivided loyalty, and is prohibited from engaging in activity in conflict with the interest of any client. A breach of an adviser’s fiduciary obligations constitutes a violation of the anti-fraud provisions of the Adviser’s Act. This fiduciary obligation imposes on an adviser a duty to deal fairly and act in the best interest of its clients. Such duty imposes upon an investment adviser numerous responsibilities including the duty to render disinterested and impartial advice; to make suitable recommendations to clients in light of their needs, financial circumstances and investment objectives; to exercise a high degree of care to insure that adequate and accurate representations and other information about securities are presented to clients; and, to have an adequate basis in fact for its recommendations, representations and projections."

The following are specific fiduciary obligations an Advisor has with regard to its clients:

-Best execution for client transactions;

- Suitability of advice for each client;

-Loyalty to client;

                         Refraining from personal transactions that are inconsistent with client interests;

                         Responsibility for providing reasonable, independent advice to clients.

 

Gifts: We may not accept any investment opportunity, gift, gratuity, or other thing of more than nominal value, from any person or entity that conducts business with or intends to do business with us directly or indirectly, on behalf of clients. Gifts from a single giver may be accepted so long as the aggregate annual value does not exceed $100.00. We may also attend business meals, sporting and other entertainment events, so long as the expense is reasonable and both we and the giver are in attendance.

Personal Securities Transactions:

We are required to maintain a record of securities transactions executed in our personal accounts and in the accounts of dependents (i.e. spouses, children and others who are financial dependents of the advisor or advisory personnel). The purpose of this requirement is to provide the regulators with information that could detect abusive and potentially abusive trading practices. The following information must be recorded:

                         Name of advisory individual or advisory firm;

                         Name of security;

 

-Total amount purchased or sold;

-Price per share;

                         Name of executing broker-dealer;

                         Date of transaction;

                         Whether it was a buy or sell

 

This information must be recorded within ten (10) days of the end of each calendar quarter. We will comply with the requirement by: (a) in personal accounts that are held by Fidelity Investments (or any other custodian) under our advisor number and for which duplicate statements are sent to us, then this information shall be deemed to have been recorded and no additional information shall need to be supplied to us; OR (b) for all other personal accounts for which such record is required, posting a RECORD OF PERSONAL SECURITIES TRANSACTIONS.

Additionally all our personnel are required to notify us in writing, of all personal securities accounts maintained at broker-dealers for themselves and their dependents. We will request duplicate statements, detailing all trading activity, of the broker-dealers, and receipt on a regular basis and within ten (10) days after the end of each calendar quarter shall constitute record keeping under subclause (b) above.

The following are exempt from the reporting requirement:

-Commodities;

-Futures;

                         Options traded on a commodities exchange, including currency futures;

                         Securities issued by the US government;

                         Bankers’ acceptances, bank certificates of deposit, commercial paper, bank repurchase agreements;

 

-Shares of open-end mutual funds

Insider Trading:

Investment advisors and their advisory personnel may not trade for themselves or on behalf of others on the basis of material non-public information. They may also not communicate material non-public information to others. This conduct is called “insider trading”. Insider trading refers to the use of material non-public information to trade in securities or to communicate material non-public information to others in breach of a fiduciary duty.

The policy applies to each of our employees, as well as to any transactions in any securities participated in by family members, trusts or corporations controlled by such persons.

Trading on inside information becomes a basis for liability if the information is material. Material information generally is considered information for which there is a likelihood that a reasonable investor would consider it important in making an investment decision, or the information is certain to have an effect on the price of a company’s securities. Information is likely to be material if it relates to significant changes in the following:

- Increases or decreases in dividends;

-Stock splits and stock dividends;

                         Financial forecasts or results (especially profits or losses);

                         Significant changes in operations;

                         Top management or control changes;

                         Significant contracts awarded or canceled;

                         Proposed takeovers or mergers; or

 

-Financial liquidity problems.

In order for issues concerning insider trading to arise, information must not only be material, it must be “non-public”. Non-public information is information that has not been made available generally to investors. Once the information has been distributed to the investing public, it is no longer subject to insider trading restrictions.

Before trading, our personnel must ask themselves the following questions:

1.        Is this information that an investor would consider important in making an investment decision? Is this information that could affect the marked price of the securities if disclosed?

2.        To whom has the information been provided? Has the information been communicated to the marketplace by being published in publications with general circulation?

 

Our personnel unsure of whether or not the information they have received is “material non-public” information should take the following steps:

1.        Report the matter immediately to the CCO;

2.        Do not effect any transactions in the security on behalf of themselves or others;

3.        Do not communicate the information inside or outside of our firm, other than to the CCO

 

In order to detect and prevent trading based on inside information, our personnel will be required to follow the following procedures:

1.        All our employees will be required to notify the CCO in writing, of all securities holdings maintained in personal accounts and in the accounts of dependents (in the form of a completed Personal Securities Holdings Form, as specified above);

2.        All our employees will be required to request of their executing broker-dealers, duplicate confirmations and statements to be sent to us, as specified above;

3.        Because of inadvertent disclosure of material non-public information to others, our employees should not discuss potential material non-public information except as specifically required in the performance of their duties.

 

B. Neither we nor a "related person" recommends to clients, nor buys or sells for client accounts, securities in which we or a "related person" has a material financial interest.

C. We invest in the same securities that we recommend to clients. Our trading does not create a material difference in the price of mutual funds and exchange traded funds that we buy and sell in our accounts compared to the prices that we buy and sell these for in our clients' accounts. Our trading also does not create a material difference in the price of any individual securities that we hold in both our personal and our client accounts.

D. We buy and sell in our own accounts securities that are bought and sold for the clients.  All mutual funds that we buy and sell on any day in our own accounts are priced identically to any buys and sells in the client accounts.  We generally, but not always, buy and sell individual stocks and exchange-traded funds using block transactions that provide the same price for any buys or sells in all accounts placed during that trading day.

Brokerage Practices

We have an arrangement with National Financial Services LLC and Fidelity Brokerage Services LLC (collectively, and together will all affiliates, "Fidelity") through which Fidelity provides us with "institutional platform services". The institutional platform services include, among others, brokerage, custody, and other related services. Fidelity's institutional platform services that assist us in managing and administering clients' accounts include software and other technology that (i) provide access to client account data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocated aggregated trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of fees from its clients' accounts; and (v) assist with back-office functions, record keeping, and client reporting.

We are independently operated and owned and are not affiliated with Fidelity.

Fidelity does not charge our company separately for custody services but is compensated by account holders through commissions and other transaction-related or asset-based fees for securities trades that are executed through Fidelity or settle into Fidelity accounts (e.g. transaction fees are charged for certain no-load mutual funds, commissions are charged for individual equity and debt securities transactions). Fidelity provides access to many no-load mutual funds without transaction charges and other no-load funds at nominal transaction charges.

Fidelity is providing us with certain brokerage and research products and services that qualify as "brokerage or research services" under Section 28(e) of the Securities Exchange Act of 1934 ("Exchange Act").

We have chosen Fidelity as the custodian and trading platform for all client accounts for the following reasons: (a) there are no fees for opening or maintaining accounts; (b) there are no fees for buying or selling no-load mutual funds as part of our "core strategy" provided that these funds are held for their minimum holding period, except as described in "Fees and Compensation"; (c) Fidelity provides one-day settlement (e.g. the funds from a sale are available in the account on the next market day) on the sale of most mutual funds; (d) Fidelity provides excellent on-line access at no charge for clients to monitor account activity and to get duplicate copies of recent monthly, year-end, and tax-reporting statements; (e) Fidelity provides the client with the year-end information that is both necessary for tax reporting and is complete and relatively easy to use; (f) Fidelity provides us trading execution software, electronic detailed snapshots and trading history of all accounts, electronic trade confirmations of all trades placed, electronic monthly and year-end statements for all accounts, and a full range of back-office support staff and functions, all such services provided at no cost to either the client or to us; and (g) working with one custodian and trading platform simplifies and reduces the chance of error in our advisory functions.

We are free to choose from thousands of mutual funds, exchange-traded funds, and individual stocks, and we have absolutely no requirements to purchase any “branded” Fidelity mutual funds.

Review of Accounts

A. Mr. Parker generally reviews the clients' holdings on a daily basis. Factors which may trigger a more detailed level of review include changes in the market, tax consequences, size of trade, market sectors, information about certain securities, and conversations with the clients. The review process is performed by Mr. Parker only.

B. Mr. Parker generally reviews the clients' holdings on a daily basis.

C. The clients receive monthly statements directly from Fidelity. The statements show all trades made in the client's account, the securities positions, and the account value. The clients are able to obtain information about their accounts directly from Fidelity through Fidelity's website.

Client Referrals and Other Compensation

A. There is no one who provides us an economic benefit for providing investment advice or other advisory services to our clients.

B. Our business has grown in large part due to referrals our clients have made. We continue to be deeply appreciative for these referrals, and we let our clients know this. However, we do not directly or indirectly compensate anyone for client referrals.

Custody

We never have custody of the client's assets, nor are the client's assets co-mingled with any other investor’s assets.

Investment Discretion

We have discretionary authority to manage securities accounts on behalf of our clients, which means we decide what to buy and sell and when to do so and that we do not consult with our clients in advance before making a trade. The client gives us this authority when he/she signs our Investment Management Agreement and receives a current copy of this disclosure document, which is our required agreement before we will begin managing an account for a client. In addition, each account that we help the client open at Fidelity includes authorization for us to trade within that account.

A client, however, can send us written instructions: (i) to limit our trading for a portion of his/her account to certain classes of securities such as fixed income or precious metals but not to limit our discretion in the timing of what to buy or sell within those classes of securities; or (ii) to raise a certain amount of cash to meet the client's anticipated near-term withdrawal requirements. Any instructions to limit our trading must be in writing from the client.

Voting Client Securities

It is always the responsibility of each client to vote (or not to vote) his/her own securities. We do not accept authority to vote client securities.

Financial Information

A. We do not require any form of prepayment from a client.

B. We do not have any financial condition that will interfere with our ability to meet any contractual commitments to our clients. Each account is in the client's name and can be traded by the client directly with Fidelity if we are unable, for any reason, to continue to manage the account.

C. We have never been the subject of a bankruptcy petition.

Educational Background and Business Experience

Mr. Parker's formal education background is a BA in English from Yale University in 1974.

Beginning in 1987, Mr. Parker began providing computer/market timing services to clients on a part-time basis in exchange for a discretionary fee, and in 1996 Mr. Parker was providing these services on a full-time basis.  Mr. Parker became a federally registered investment advisor in 1999, and in 2010 changed the form of his business to a single-member LLC.

Disciplinary Information

Mr. Parker has never had any material legal or disciplinary events.

Other Business Activities

Mr. Parker does not have any other investment-related business or occupation, nor any application pending.

Additional Compensation

Mr. Parker is the sole owner of Parker Investment Management, LLC. As such, his compensation depends on how well the business is doing. He receives no other form of compensation.

Supervision

Mr. Parker is the sole owner of Parker Investment Management, LLC, and there is no one else responsible for his supervision.