A. Park, Miller, LLC (referred to in this Brochure as “we”, “us”, “our” or the “Registrant”) is
a limited liability company formed on March 24, 2008, in the State of Delaware. The
Registrant became registered as an investment adviser in March 2008. The Registrant is
owned by Stuart Park and John Miller. Stuart Park is the Registrant’s Managing Member
and Chief Compliance Officer.
B. As discussed below, we offer investment advisory services, and financial planning
services, to the extent specifically requested by a client.
INVESTMENT ADVISORY SERVICES
We offer primarily discretionary investment advisory services where we determine a
client’s investment objectives and then manage their account or accounts in accordance
with those investment objectives.
Before engaging us to provide investment advisory services, clients are required to enter
into an Investment Advisory Agreement setting forth the terms and conditions of the
engagement.
We provide investment advisory services specific to the needs of each client. Before
providing investment advisory services, an investment adviser representative will
determine each client’s investment objectives. Thereafter, we invest a client’s assets
consistent with their designated investment objectives. Once invested, we provide periodic
monitoring and review of account performance and compare that performance to the
client’s investment objectives. As needed, we will buy and sell securities in the client’s
account to better align the client’s portfolio with their investment objectives.
Clients may place restrictions on investing in certain securities or types of securities by
making a written request to us. We will confirm whether we accept or reject any request
in writing.
FINANCIAL PLANNING AND CONSULTING SERVICES (STAND-ALONE)
Upon request, we may provide financial planning or consulting services on investment and
non-investment related matters, including estate planning and insurance planning on a
stand-alone separate fee basis. Before engaging us to provide planning or consulting
services, clients are generally required to enter into a Financial Planning and Consulting
Agreement setting forth the terms and conditions of the engagement.
MISCELLANEOUS
Limitations of Financial Planning and Consulting Services. As indicated above, upon
request, we may provide financial planning and consulting services. We are not a law firm
or accounting firm, and no portion of its services should be construed as legal or accounting
services. Accordingly, we do not prepare estate planning documents or tax returns. If
requested, we may recommend the services of other professionals for implementation
purposes (i.e. attorneys, accountants, insurance agents), including our representatives in
their individual capacities as licensed insurance agents. (See Item 10.C below). The client
is under no obligation to engage the services of any recommended professional. The client
retains absolute discretion over all implementation decisions and is free to accept or reject
any of our recommendations. Clients are responsible for promptly notifying the Registrant
if there is ever any change in their financial situation or investment objectives so that the
Registrant can review, and if necessary, revise its previous recommendations or services.
The recommendation by Registrant’s representative that a client purchase an insurance
commission product presents a conflict of interest, as the receipt of commissions may
provide an incentive to recommend insurance products based on commissions to be
received, rather than on a particular client’s need. No client is under any obligation to
purchase any insurance commission products through such a representative. Clients are
reminded that they may purchase insurance products recommended by Registrant through
other, non-affiliated insurance agents. Registrant’s Chief Compliance Officer, Stuart Park
remains available to address any questions that a client or prospective client may have
regarding this conflict of interest.
Unaffiliated Private Investments and Funds. Registrant may provide investment advice
regarding unaffiliated private investments, including private investment funds. It may also
recommend, on a non-discretionary basis, that certain clients consider these investments.
In this respect, our role is limited to performing due diligence on the investment and
monitoring its performance. If a client determines to invest in a private investment that the
Registrant recommends, we generally include the amount of assets invested as part of
“assets under management” when we calculate our investment advisory fee. Registrant’s
clients are under absolutely no obligation to consider or make an investment in a private
investment.
Affiliated Private Investment Fund. The Registrant is affiliated with Park Miller Capital
Partners, LP, a private equity fund (the “Affiliated Fund”). The complete description of the
terms, conditions, risks and fees associated with investing in the Affiliated Fund are set
forth in the Affiliated Fund’s offering documents. The Registrant, on a non-discretionary
basis, may recommend that qualified clients consider investing in the Affiliated Fund.
Registrant’s clients are under absolutely no obligation to invest in the Affiliated Fund.
Because the Registrant and its affiliates can earn compensation from the Affiliated Fund
(both management fees and incentive compensation) that exceeds the fee that the
Registrant would earn under its asset-based fee schedule referenced in Item 5 below, the
recommendation that a client become an Affiliated Fund investor presents a conflict of
interest. No client is under any obligation to become a Fund investor. The Registrant’s
Chief Compliance Officer, Stuart Park, remains available to address any questions
regarding this conflict of interest.
Affiliated Private Investment Fund Allocation of Limited Investment Opportunities.
In the event that there is a limited investment opportunity that would be suitable for the
Affiliated Fund and Registrant’s individual clients, we generally provide the Affiliated
Fund with first priority up to the limits of the Affiliated Fund’s ability to invest in the
opportunity, before Registrant’s individual clients will be entitled to make direct
investments in the same limited investment opportunity. However, the strategy of the
Affiliated Fund and the investments it seeks to invest in generally differs from the strategy
we use for individual clients.
Private Investment Risk Factors. Private investments generally involve various risk
factors, including, but not limited to, potential for complete loss of principal, liquidity
constraints and lack of transparency, a complete discussion of which is set forth in each
investment’s offering documents, which will be provided to each client for review and
consideration. Unlike liquid investments that a client may maintain, private investments do
not provide daily liquidity or pricing. Most private investments will require the client to
complete a Subscription Agreement, pursuant to which the client shall establish that they
are qualified for investment and acknowledge and accept the various risk factors that are
associated with the investment.
Private Investment Valuation. In valuing the assets of any private investment, the
Registrant relies on the most recent valuations provided by the issuer or sponsor. For the
Affiliated Fund, the Registrant relies on valuations provided by the underlying investments.
When a fund sponsor or underlying investment has not provided any updated valuations,
the Registrant will use the purchase price as the value of the investment. The current value
of a private investment could be significantly more or less than the original purchase price
or the price reflected in any client report.
Private Debt Transactions/Risks. The Registrant may also recommend that clients
consider lending money to private company borrowers. These loans involve various risk
factors, including, but not limited to, potential for complete loss of principal, liquidity
constraints and lack of transparency. If a client takes our recommendation to lend money
to a private company borrower, the amount of the loan shall generally be included as part
of “assets under management” when we calculate our investment advisory fee. However,
we reserve the right to
waive part or all of our advisory fee. Registrant’s clients are under
absolutely no obligation to make an investment in private debt.
QUESTIONS REGARDING PRIVATE INVESTMENTS: The Registrant’s Chief
Compliance Officer, Stuart Park, remains available to address any questions
regarding the risks associated with private investments.
Independent Managers. Registrant may invest in or recommend that a client invest in one
or more unaffiliated independent investment managers (each an “Independent Managers”)
in accordance with the client’s designated investment objectives. The Independent
Managers will have day-to- day responsibility for the discretionary management of the
allocated assets. Registrant will continue to monitor and review the client’s account
performance, asset allocation and investment objectives. The Registrant generally
considers the following factors when recommending Independent Managers: the client’s
designated investment objectives, and the Independent Manager’s management style,
performance, reputation, reporting, pricing, and research. The investment management fees
charged by the Independent Managers, together with the fees charged by the corresponding
designated broker-dealer/custodian of the client’s assets, are in addition to the Registrant’s
investment advisory fee, which will be disclosed to the client at the point of entering into
the Independent Manager engagement.
Investment Consulting. Registrant may determine to provide non-discretionary portfolio
review services relative to those client assets that are not part of the investment assets
subject to the Registrant’s discretionary investment advisory services discussed above, and
for which the Registrant has no trading-authority. The terms and conditions of engagement
shall generally be set forth in a Limited Consulting Agreement. These additional client
investment assets (the “Excluded Assets”) are generally investment assets that are managed
directly by the client or by other investment professionals engaged by the client. The
Registrant’s portfolio review service is limited to periodic review of information pertaining
to the Excluded Assets as may be provided to the Registrant by the client, the other
investment professional(s), and/or the account custodian, and does not include
discretionary investment advisory services described above. Accordingly, the client and/or
the investment professionals engaged by the client with respect to such assets, and not the
Registrant, shall be exclusively responsible for the investment performance of the
Excluded Assets, regardless of whether the Registrant includes the Excluded Assets on any
account reports that it may provide to the client. In the event the client desires that the
Registrant provide investment advisory services with respect to the Excluded Assets, the
client may engage the Registrant to do so pursuant to the terms and conditions of the
Investment Advisory Agreement.
Client Obligations. The Registrant will not be required to verify any information received
from the client or from the client’s other professionals and is expressly authorized to rely
on the information in its possession. Clients are responsible for promptly notifying the
Registrant if there is ever any change in their financial situation or investment objectives
so that the Registrant can review, and if necessary, revise its previous recommendations or
services.
Non-Discretionary Service Limitations. Clients that determine to engage Registrant on a
non-discretionary investment advisory basis must be willing to accept that Registrant
cannot effect any account transactions without obtaining prior consent to such
transaction(s) from the client. Thus, in the event that Registrant would like to make a
transaction for a client’s account (including in the event of an individual holding or general
market correction), and the client is unavailable, the Registrant will be unable to effect the
account transaction(s) (as it would for its discretionary clients) without first obtaining the
client’s consent.
Fiduciary Acknowledgement & Retirement Plan Rollovers. A client or prospective
client leaving an employer typically has four options regarding an existing retirement plan
(and may engage in a combination of these options): (i) leave the money in the former
employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is
available and rollovers are permitted, (iii) roll over to an Individual Retirement Account
(“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age,
result in adverse tax consequences). If Registrant recommends that a client roll over their
retirement plan assets into an account to be managed by Registrant, such a recommendation
creates a conflict of interest if Registrant will earn new (or increase its current)
compensation as a result of the rollover. No client is under any obligation to roll over
retirement plan assets to an account managed by Registrant.
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.
The Registrant’s Chief Compliance Officer, Stuart Park, remains available to address any
questions that a client or prospective client may have regarding its prospective engagement
and the corresponding conflict of interest presented by such engagement.
Use of Mutual Funds and ETFs. Most mutual funds and exchange-traded funds are
available directly to the public. A client could obtain many of the funds that may be used
by Registrant without engaging Registrant as an investment advisor. However, if a
prospective client determines to do so, they will not receive Registrant’s initial and ongoing
investment advisory services.
eMoney Advisor Platform. Registrant may provide its clients with access to an online
platform hosted by “eMoney Advisor” (“eMoney”). The eMoney platform allows a client
to view their complete asset allocation, including those assets that Registrant does not
manage (the “Excluded Assets”). Registrant does not provide investment management,
monitoring, or implementation services for the Excluded Assets. Therefore, Registrant
shall not be responsible for the investment performance of the Excluded Assets. Rather,
the client and/or their advisor(s) that maintain management authority for the Excluded
Assets, and not Registrant, shall be exclusively responsible for such investment
performance. The client may choose to engage Registrant to manage some or all of the
Excluded Assets pursuant to the terms and conditions of an Investment Advisory
Agreement between Registrant and the client. The eMoney platform also provides access
to other types of information, including financial planning concepts, which should not, in
any manner whatsoever, be construed as services, advice, or recommendations provided
by Registrant. Finally, Registrant shall not be held responsible for any adverse results a
client may experience if the client engages in financial planning or other functions available
on the eMoney platform without Registrant’s assistance or oversight.
Portfolio Activity. The Registrant reviews accounts periodically and as necessary to
determine if any changes are necessary based upon various factors, which may include, but
are not limited to: investment performance, fund manager tenure, style drift, account
additions/withdrawals, and changes in the client’s investment objectives. The Registrant
may determine that changes to a client’s portfolio are unnecessary. Clients are still subject
to the fees described in Item 5 below, even during periods of account inactivity.
C. See Item 4.B above under the heading “Investment Advisory Services” for a description of
how we tailor our advisory services to the individual needs of clients.
D. The Registrant does not participate in a wrap fee program.
E. As of December 31, 2023, the Registrant managed approximately $254,232,391; of which
$254,231,810 was managed on a discretionary basis.