A. Firm Information
Prossimo Advisors LLC, a California limited liability company (“Prossimo”), was formed in July 2017.
Jerry Todd Mirolla is the firm’s Managing Director and co-owner. Mr. Mirolla’s extensive background
as a business and corporate mergers and acquisitions attorney provides him with unique experience
and qualifications to advise successful individuals, business owners and families with significant
assets.
Katelyn Hunter is the firm’s Chief Compliance Officer and co-owner. Ms. Hunter’s prior career as a
securities litigator facilitates her deep understanding of industry rules and regulations, as well as the
nuances of individual financial products.
This document gives clients an understanding of Prossimo’s business. Any material conflicts of
interest have been disclosed in this document. If clients or prospective clients have any questions
concerning the contents of this disclosure document, they may contact Mr. Mirolla or Ms. Hunter at
the number on the cover sheet of this document.
B. Advisory Services Offered
Prossimo provides advisory services to a select group of high net-worth clients, most of whom are
past or current business owners. These clients are focused on ensuring stewardship and planning for
existing wealth through proper wealth management, including investment oversight, succession
planning and liability protection. Current business owners may either be focused on proper
succession planning or seeking assistance with exiting their business in a manner that maximizes their
opportunities for a competitive liquidity event. Prossimo’s clients have services specifically tailored
to their needs, along with the needs of their family and ongoing business(es), as applicable. These
services include financial oversight and asset management, but not necessarily in the manner those
concepts are most typically defined within the securities industry.
Prossimo and its clients agree on investment goals, guidelines and strategies after analyzing the
client’s circumstances, assets and liabilities, income needs, risk tolerance, and other invested assets.
Each client’s situation will be analyzed and evaluated, producing an individualized investment plan
designed to address any client-imposed restrictions on types of securities, investment sectors or, in
limited circumstances, the broker-dealer to engage for certain securities transactions.
Most Prossimo clients will have achieved financial success, but they are seeking a partner to help
steward their wealth into the future. Typical clients are often “serial entrepreneurs” and are
concerned with finding the time and ability to manage multiple professional relationships, including
investment managers, attorneys, accountants and other professionals needed to ensure their wealth
is maintained and ultimately transferred to the intended parties. In this sense, Prossimo’s role in
advising clients is best described as a “multi-family office,” creating an organized and proactive
approach to the complex financial and personal circumstances that surround a high net-worth family,
while acting as the main contact point and advocate for each client. The process begins with a review
of the totality of the client’s financial circumstances, to include current real estate holdings, trusts,
investments, and other
assets. At times, organizational structures can be very complex, with various
trusts and partnerships created to hold and manage a family’s wealth. Prossimo’s services include
streamlining these structures (with the goal of reducing complexity and expenses), assisting and
managing tax advisors and other professionals to ensure complete and timely delivery of necessary
services, and ultimately providing proactive management of each client’s financial and personal
needs.
If requested, Prossimo will assist clients with due diligence regarding business and investment
opportunities, real estate investments, and generational planning, including managing the
implementation of estate planning objectives. Prossimo’s goal is to provide clients with a superior
set of services and address the complete family office needs of successful individuals and their
families.
Owners of privately-held companies encounter specific business issues, including the continuity of
ownership, and the risks associated with an operating business being controlled by a small group of
individuals. The company’s best interests are served by maintaining a consistent approach to these
issues, where each owner’s individual circumstances are planned and documented, thereby limiting
the risks to the company. Coordination of business oversight, change of control issues, tax concerns,
and investments are critical for the operation and possible sale of any complex business. Clients can
engage Prossimo to work with them to assist in the coordination and implementation of complex
business plans.
Prossimo’s investment advisory services are tailored to the specific needs of each client. Clients can
place reasonable restrictions on the management of assets, including specific securities or types of
securities. However, clients should understand that significant restrictions can decrease the ability
of Prossimo to meet the client’s goals, as well as increase the costs associated with managing the
client’s portfolio.
With respect to asset management, Prossimo will manage a client’s assets, but Prossimo does not
require a client to place assets directly with Prossimo. High net-worth individuals often have an
assortment of existing investment managers, and in some cases, Prossimo will conclude these
managers are appropriate choices for management of the individual’s assets. Where Prossimo adds
value in these circumstances is through the management of these investment managers, examining
the manager’s fee schedule, challenging the manager’s thought processes, and identifying emerging
managers larger firms may have overlooked. As an independent adviser, Prossimo can remain
objective and proactively identify issues arising from the client’s overall circumstances and
investment portfolio. If Prossimo believes that a manager, or managers, are not performing their
duties, or feels the client’s needs can be better served elsewhere, Prossimo will typically advise
changes be made. Prossimo’s clients are free to accept or reject any recommendation from
Prossimo.
Prossimo may recommend that a client place assets with a third-party investment adviser. The
rationale and investment process associated with such recommendations are more fully described in