Overview

Assets Under Management: $245 million
Headquarters: COPPELL, TX
High-Net-Worth Clients: 36
Average Client Assets: $6 million

Services Offered

Services: Financial Planning, Portfolio Management for Individuals, Portfolio Management for Institutional Clients

Fee Structure

Primary Fee Schedule (OPTIMUS CAPITAL ADVISORS, LLC FORM ADV PART 2 BROCHURE)

MinMaxMarginal Fee Rate
$0 and above 1.00%
Illustrative Fee Rates
Total AssetsAnnual FeesAverage Fee Rate
$1 million $10,000 1.00%
$5 million $50,000 1.00%
$10 million $100,000 1.00%
$50 million $500,000 1.00%
$100 million $1,000,000 1.00%

Clients

Number of High-Net-Worth Clients: 36
Percentage of Firm Assets Belonging to High-Net-Worth Clients: 82.99
Average High-Net-Worth Client Assets: $6 million
Total Client Accounts: 471
Discretionary Accounts: 461
Non-Discretionary Accounts: 10

Regulatory Filings

CRD Number: 147500
Last Filing Date: 2025-03-03 00:00:00
Website: https://optimusca.com

Form ADV Documents

Primary Brochure: OPTIMUS CAPITAL ADVISORS, LLC FORM ADV PART 2 BROCHURE (2025-03-03)

View Document Text
Cover Page - Item 1 Optimus Capital Advisors, LLC 743 W. Main Street Coppell, TX 75019 Phone (972) 745-7704 Fax (972) 848-8218 Email jgesek@optimusca.com March 3, 2025 Form ADV Part 2A Brochure is available on the This Disclosure Brochure provides clients with information about the qualifications and business practices of Optimus Capital Advisors, LLC. Please contact John C. Gesek, Jr., Managing Member & Chief Compliance Officer of Optimus Capital Advisors, LLC, at (972) 745-7704 if you have questions about the content of this brochure. This information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or any state securities authority. Additional information on the disciplinary history of Optimus Capital Advisors, LLC Internet at www.adviserinfo.sec.gov. You can search this site by a unique identifying number known as a CRD number. The CRD number for Optimus Capital Advisors, LLC is 147500. Registration does not imply a certain level of skill or training. Optimus Capital Advisors, LLC Form ADV Part 2A Brochure Page 2 Material Changes - Item 2 We review and update our brochure at least annually to make sure that it remains current. The purpose of this page is to inform you of any material changes since the previous version of this brochure. Since our firm’s last annual updating amendment filing dated March 30, 2023, we made the following material changes to this Brochure. On March 3, 2025, we submitted our annual updating amendment for fiscal year 2024. We updated Item 4 of our Form ADV Part 2A Brochure to disclose discretionary assets under management of approximately $244,526,340, and non-discretionary assets under management of approximately $543,959. Optimus Capital Advisors, LLC Form ADV Part 2A Brochure Page 3 Table of Contents - Item 3 Contents Cover Page - Item 1 .................................................................................................................................. 1 Material Changes - Item 2 ........................................................................................................................ 2 Table of Contents - Item 3 ........................................................................................................................ 3 Advisory Business - Item 4 ........................................................................................................................ 4 Fees and Compensation - Item 5 .............................................................................................................. 5 Performance-Based Fees and Side-By-Side Management - Item 6 .......................................................... 7 Types of Clients - Item 7 ........................................................................................................................... 7 Methods of Analysis, Investment Strategies and Risk of Loss - Item 8 .................................................... 8 Disciplinary Information - Item 9 ............................................................................................................ 11 Other Financial Industry Activities or Affiliations - Item 10 ................................................................... 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading - Item 11 .......... 11 Brokerage Practices - Item 12 ................................................................................................................ 12 Review of Accounts - Item 13 ................................................................................................................. 14 Client Referrals and Other Compensation - Item 14 .............................................................................. 14 Custody - Item 15 ................................................................................................................................... 15 Investment Discretion - Item 16 ............................................................................................................. 15 Voting Client Securities - Item 17 ........................................................................................................... 15 Financial Information - Item 18 .............................................................................................................. 15 Optimus Capital Advisors, LLC Form ADV Part 2A Brochure Page 4 Advisory Business - Item 4 Optimus Capital Advisors, LLC (hereinafter “OCA”) is a registered investment adviser based in Coppell, TX. OCA has been offering advisory service since 2008. Mr. John Gesek, Jr. is the principal owner of OCA. The following paragraphs describe our services and fees. Each investment advisory service is listed below and describes how we tailor our advisory services to your individual needs. Also, you may see the term Associated Person throughout this Brochure. As used in this Brochure, this term refers to anyone from our firm who is an officer, employee, and all individuals providing investment advice on behalf of our firm. Where required, such persons are properly licensed or registered as investment adviser representatives. Financial Planning and Consulting Services When a client requires assistance in setting or developing a plan to attain his or her financial goals, the client may engage OCA to complete a comprehensive financial plan or may select specific segments as appropriate. A comprehensive plan would include segments on retirement, investments, cash flow, estate plan, insurance, or college funding. OCA gathers required information through in-depth personal interviews. Information gathered includes a client's current financial status, future goals, and attitudes towards risk. Related documents supplied by the client are carefully reviewed and a written report is prepared. Implementation of financial plan recommendations is entirely at the client's discretion. Financial Planning recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company. OCA’s advisory representatives may develop tax or estate plans for clients or refer clients to an accountant or attorney, because OCA cannot provide tax advice, tax planning or legal services. The scope of financial planning services to be completed on an hourly and /or flat fee basis is outlined in an Addendum to the client Agreement. Clients can also receive investment advice on a more limited basis. This may include advice on only an isolated area(s) of concern such as estate planning, retirement planning, reviewing a client's existing portfolio, or any other specific topic. OCA also provides specific consultation and administrative services regarding investment and financial concerns of the client. Additionally, OCA provides advice on non-securities matters. Generally, this is in connection with the rendering of estate planning, insurance, and/or annuity advice. OCA also provides investment advice and consulting services to corporations and other business entities in a variety of areas, including, but not limited to, cash flow planning, corporate restructuring, and company benefits. OCA may recommend investment in companies that it currently provides, or has previously provided, consulting services and/or investment advice. As this may create a conflict of interest, any such existing or past relationship is fully disclosed to clients. Portfolio Management Services Our firm primarily offers discretionary portfolio management services to our clients. Discretionary portfolio management means we will make investment decisions and place buy or sell orders in your account without contacting you. These decisions would be made based upon your stated investment objectives. Clients may limit our discretionary authority by, for example, setting a limit on the type of securities that can be purchased for their account. Simply provide us with your restrictions or guidelines in writing. In limited circumstances and in our sole discretion, we may offer portfolio management services on a non-discretionary basis. If you enter Optimus Capital Advisors, LLC Form ADV Part 2A Brochure Page 5 into non-discretionary arrangements with our firm, we must obtain your approval prior to executing any transactions on behalf of your account. Our investment advice is tailored to meet our clients’ needs and investment objectives. If you decide to hire our firm to manage your portfolio, we will meet with you to gather your financial information, discuss your goals, and decide how much risk you should take in your investments. The information we gather will help us implement an asset allocation strategy that will be specific to your goals, whether we are actively investing for you or simply providing you with advice. OCA primarily develops its own portfolio models and may also use models developed by Dimensional Funds Advisors (DFA). These portfolios are primarily compromised of mutual funds and ETFs issued by DFA. However, we routinely tailor these models to the specific needs of the client, and we reserve the right to invest in any type of security we deem appropriate for our clients’ needs. These securities include, equities, non DFA mutual funds, non DFA exchange traded funds, U.S. government bonds, municipal bonds, certificates of deposit, REITS (non-traded), annuities, private equity partnerships and options. However we construct your investment portfolio, we will monitor your portfolio’s performance on a continuous basis, and rebalance the portfolio whenever necessary, as changes occur in market conditions, your financial circumstances, or both. Assets Under Management As of February 14, 2025, we have approximately $244,526,340 of discretionary assets under management and $543,959 of non-discretionary assets under management. Fees and Compensation - Item 5 Financial Planning and Consulting Services Fees Generally, Optimus Capital Advisors requires a minimum fee of $500.00 for Financial Planning and Consulting Services; provided, however, that Optimus Capital Advisors retains the right to reduce or waive the minimum fee. Fees: Financial Planning and Consulting Services fees will be charged in one or both of two ways: A. As a fixed fee, typically ranging from $1,000 to $10,000, depending on the nature and complexity of each client's circumstances. B. On an hourly basis calculated on a charge of $250 per hour. The length of time it will take to complete the advisory service will depend on the nature and complexity of the individual client's personal circumstances. An estimate for total hours will be determined at the start of the advisory relationship. Optimus Capital Advisors requires a minimum financial planning and consulting fee of $500.00. Fees for Financial Planning and Consulting Services are due and payable in advance or upon completion of the advisory service. At the sole discretion of the advisor, these fees may be negotiated on a case-by-case basis. Portfolio Management Services Fees On an annualized basis, we charge a portfolio management fee of up to 1.00% of assets under management. Portfolio management fees may be negotiable depending on factors such as the amount of assets under management, range of investments, and complexity of the client’s financial circumstances, among others. Since this fee is negotiable, the exact fee paid by the client will be clearly stated in the advisory agreement signed by Optimus Capital Advisors, LLC Form ADV Part 2A Brochure Page 6 the client and the firm. OCA’s Fees are payable monthly, in arrears, and are based on the average daily balance of the account for the previous month. We may negotiate other fee payment arrangements. OCA will either invoice the client directly for payment of fees or fees will be deducted directly from the client’s account through the qualified custodian holding the client’s funds and securities. We will deduct our advisory fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. We may deduct the fee from a designated account to facilitate billing. We recommend that you review the custodial statement(s) to verify the accuracy of fee calculation. Please call our office number, located on the cover page of this brochure, if you have any questions about your statement. The Investment Advisory Agreement between you and OCA will stay in effect until either party terminates the Agreement with a 30-day written notice. OCA's monthly fee will be pro-rated through the date of termination and the firm will invoice the client for the unpaid portion of the fee. Fees are usually deducted from a designated client asset account to facilitate billing. The client must consent in advance to direct debiting of their account. Additional Fees and Expenses All fees paid to OCA for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds to their shareholders. These fees and expenses are described in each fund's prospectus. These fees generally include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge; however, OCA’s policy is to use fund share classes that do not impose sales charges, such as institutional share class funds or the fee-based equivalent. A client could invest in a mutual fund directly, without the services of OCA. In that case, the client would not receive the services provided by OCA which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and the fees charged by OCA to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Billing on Cash Positions: The firm treats cash and cash equivalents as an asset class. Accordingly, unless otherwise agreed in writing, all cash and cash equivalent positions (e.g., money market funds, etc.) are included as part of assets under management for purposes of calculating the firm’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), the firm may maintain cash and/or cash equivalent positions for defensive, liquidity, or other purposes. While assets are maintained in cash or cash equivalents, such amounts could miss market advances and, depending upon current yields, at any point in time, the firm’s advisory fee could exceed the interest paid by the client’s cash or cash equivalent positions. Periods of Portfolio Inactivity: The firm has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, the firm will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including but not limited to investment performance, fund manager tenure, style drift, account additions/withdrawals, the client’s financial circumstances, and changes in the client’s investment objectives. Based upon these and other factors, there may be extended periods of time when the firm determines that changes to a client’s portfolio are neither necessary nor prudent. Notwithstanding, unless otherwise agreed in writing, the firm’s annual investment advisory fee will continue to apply during these periods, and there can be no assurance that investment decisions made by the firm will be profitable or equal any specific performance level(s). Optimus Capital Advisors, LLC Form ADV Part 2A Brochure Page 7 Compensation for the Sale of Securities or Other Investment Products Certain Executive officers and other Associated Persons of our firm are licensed as independent insurance agents. These persons will earn commission-based compensation for selling insurance products, including insurance products they sell to our clients. Insurance commissions earned by these persons are separate from and in addition to our advisory fees. The sale of insurance instruments and other commissionable products offered by Associated Persons are intended to complement our advisory services. However, this practice presents a conflict of interest because persons providing investment advice on behalf of our firm who are insurance agents have an incentive to recommend insurance products to you for the purpose of generating commissions rather than solely based on your needs. We address this conflict of interest by recommending insurance products only where we, in good faith, believe that it is appropriate for the client’s particular needs and circumstances and only after a full presentation of the recommended insurance product to our client. In addition, we explain the insurance underwriting process to our clients to illustrate how the insurer also reviews the client’s application and disclosures prior to the issuance of a resulting insuring agreement. Clients to whom the firm offers advisory services are informed that they are under no obligation to purchase insurance services. Clients who do choose to purchase insurance services are under no obligation to use our licensed Associated Persons and may use the insurance brokerage firm and agent of their choice. Where fixed annuities are sold, clients should also note that many annuities contain surrender charges and/or restrictions on access to your funds. Payments and withdrawals can have tax consequences. Optional lifetime income benefit riders are used to calculate lifetime payments only and are not available for cash surrender or in a death benefit unless specified in the annuity contract. In some annuity products, fees can apply when using an income rider. Annuity guarantees are based on the financial strength and claims-paying ability of the issuing insurance company. We urge our clients to read all insurance contract disclosures carefully before making a purchase decision. Rates and returns mentioned on any program presented are subject to change without notice. Insurance products are subject to fees and additional expenses. Performance-Based Fees and Side-By-Side Management - Item 6 We and our Associated Persons do not accept performance-based fees. Performance based fees are based on a share of capital gains on or capital appreciation of the client’s assets. Types of Clients - Item 7 We generally offer investment advisory services to individuals, pension and profit-sharing plans and participants, trusts, estates, charitable organizations, corporations, and other business entities. We require a minimum of $250,000 to open and maintain an advisory account. At our sole discretion we may waive this requirement. This requirement can be met by combining two or more accounts owned by you or related family members. Accounts managed by TPAs may be subject to different minimum investment requirements. Optimus Capital Advisors, LLC Form ADV Part 2A Brochure Page 8 Methods of Analysis, Investment Strategies and Risk of Loss - Item 8 OCA primarily employs risk factor modeling and modern portfolio theory in developing investment strategies for its clients. Research and analysis from OCA is derived from numerous sources, including financial media companies, third-party research materials, Internet sources, and academic scholars. We also consider research provided to us by consultants, including financial economists affiliated with Dimensional Funds Advisors (DFA) and other firms. DFA provides historical market analysis, risk/return analysis, the merits of evidence-based investing, portfolio development, as well as financial and practice management education. As noted above, OCA generally employs a long-term investment strategy for its clients, as consistent with their financial goals. OCA will typically hold all or a portion of a security for more than a year, but may hold for shorter periods for the purpose of rebalancing a portfolio or meeting the cash needs of clients. At times, OCA may also buy and sell positions that are more short-term in nature, depending on the goals of the client and/or the fundamentals of the security, sector, or asset class. Investing in securities involves risk of loss that clients should be prepared to bear. Clients should fully understand the nature of the contractual relationship(s) into which they are entering and the extent of their exposure to risk. Certain investing strategies may not be suitable for many members of the public. You should carefully consider whether the strategies employed will be appropriate for you in light of your experience, objectives, financial resources and other relevant circumstances. General Investment Risk: All investments come with the risk of loss. Investing may involve substantial risks, including complete possible loss of principal plus other losses and may not be suitable for many members of the public. Investments, unlike savings and checking accounts at a bank, are not insured by the government to protect against market losses. Different market instruments carry different types and degrees of risk and you should familiarize yourself with the risks involved in the particular market instruments you intend to invest in. Loss of Value: There can be no assurance that a specific investment will achieve its investment objectives and past performance should not be seen as a guide to future returns. The value of investments and the income derived may fall as well as rise and investors may not recoup the original amount invested. Investments may also be affected by any changes in exchange control regulation, tax laws, withholding taxes, international, political and economic developments, and government, economic or monetary policies. Interest Rate Risk: Fixed income securities and funds that invest in bonds and other fixed income securities may fall in value if interest rates change. Generally, the prices of debt securities rise when interest rates fall, and their prices fall when interest rates rise. Longer term debt securities are usually more sensitive to interest rate changes. Credit Risk: Investments in bonds and other fixed income securities are subject to the risk that the issuer(s) may not make required interest payments. An issuer suffering an adverse change in its financial condition could lower the credit quality of a security, leading to greater price volatility of the security. A lowering of the credit rating of a security may also offset the security's liquidity, making it more difficult to sell. Funds investing in lower quality debt securities are more susceptible to these problems and their value may be more volatile. Risks Associated with Investing in Equities: Investments in equities generally refer to buying shares of stocks by an individual or firm in return for receiving a future payment of dividends and capital gains if the value of the stock increases. There is an innate risk involved when purchasing a stock that it may decrease in value and the investment may incur a loss. Optimus Capital Advisors, LLC Form ADV Part 2A Brochure Page 9 Risks Associated with Fixed Income: When investing in bonds, there is the risk that the issuer will default on the bond and be unable to make payments. Further, individuals who depend on set amounts of periodically paid income face the risk that inflation will erode their spending power. Fixed-income investors receive set, regular payments that face the same inflation risk. Risks Associated with Investing in Mutual Funds: Mutual funds are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities, or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates on a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. The returns on mutual funds can be reduced by the costs to manage the funds. In addition, while some mutual funds are “no load” and charge no fee to buy into, or sell out of, other types of mutual funds do charge such fees which can also reduce returns. Risks Associated with Investing in DFA Funds DFA mutual funds are generally only available through registered investment advisers approved by DFA. Thus, if the client were to terminate our services, and transition to another adviser who has not been approved by DFA to utilize DFA mutual funds, restrictions regarding additional purchases of, or reallocation among other DFA mutual funds, will generally apply. Risks Associated with Investing in Exchange Traded Funds (ETF): Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Investments in these securities are not guaranteed or insured by the FDIC or any other government agency. Detailed information about the risks associated with each ETF is provided in the relevant ETF’s prospectus. Preferred Securities Risk: Preferred Securities have similar characteristics to bonds in that preferred securities are designed to make fixed payments based on a percentage of their par value and are senior to common stock. Like bonds, the market value of preferred securities is sensitive to changes in interest rates as well as changes in issuer credit quality. Preferred securities, however, are junior to bonds with regard to the distribution of corporate earnings and liquidation in the event of bankruptcy. Preferred securities that are in the form of preferred stock also differ from bonds in that dividends on preferred stock must be declared by the issuer’s board of directors, whereas interest payments on bonds generally do not require action by the issuer’s board of directors, and bondholders generally have protections that preferred stockholders do not have, such as indentures that are designed to guarantee payments – subject to the credit quality of the issuer – with terms and conditions for the benefit of bondholders. In contrast preferred stocks generally pay dividends, not interest payments, which can be deferred or stopped in the event of credit stress without triggering bankruptcy or default. Another difference is that preferred dividends are paid from the issue’s after-tax profits, while bond interest is paid before taxes. Risks Associated with Investing in Options: Transactions in options carry a high degree of risk. A relatively small market movement will have a proportionately larger impact, which may work for or against the investor. The placing of certain orders, which are intended to limit losses to certain amounts, may not be effective because market conditions may make it impossible to execute such orders. Selling ("writing" or "granting") an option generally entails considerably greater risk than purchasing options. Although the premium received by the seller is fixed, the seller may sustain a loss well in excess of that amount. The seller will also be exposed to the risk of the purchaser exercising the option and the seller will be obliged either to settle the option in cash or to acquire or deliver the underlying investment. If the option is "covered" by the seller holding a corresponding position in the underlying investment or a future on another option, the risk may be reduced. Risks Associated with Investing in Alternative Investments: We may recommend to qualified clients the use of alternative investments such as investments in real estate, private equity, or hedge funds. We may also Optimus Capital Advisors, LLC Form ADV Part 2A Brochure Page 10 recommend a direct investment into a private company. Investments in such “alternative assets” are generally illiquid, which will impair the ability of the client to exit such investments in times of adversity. Alternative investments may utilize highly speculative investment techniques, including leverage, highly concentrated portfolios, senior and/or subordinated securities positions, control positions and illiquid investments. In addition, they may utilize derivative instruments to attempt to hedge the risks associated with certain of their investments. Transactions in such derivative instruments may expose the assets of investment funds to the risks of material financial loss, which may in turn adversely affect the financial results of the client. Cybersecurity Risk: Our firm and our service providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes, and practices designed to protect networks, systems, computers, programs, and data from cyber-attacks and hacking by other computer users, and to avoid the resulting damage and disruption of hardware and software systems, loss or corruption of data, and/or misappropriation of confidential information. In general, cyber-attacks are deliberate; however, unintentional events may have similar effects. Cyber-attacks may cause losses to clients by interfering with the processing of transactions, affecting the ability to calculate net asset value or impeding or sabotaging trading. Clients may also incur substantial costs as the result of a cybersecurity breach, including those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, and the dissemination of confidential and proprietary information. Any such breach could expose our firm to civil liability as well as regulatory inquiry and/or action. In addition, clients could be exposed to additional losses as a result of unauthorized use of their personal information. While our firm has established a business continuity plan and systems designed to prevent cyber-attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified. Similar types of cyber security risks are also present for issuers of securities, investment companies and other investment advisers in which we invest, which could result in material adverse consequences for such entities and may cause a client's investment in such entities to lose value. Cryptocurrency Risk: Cryptocurrency (e.g., bitcoin and ether), often referred to as “virtual currency”, “digital currency,” or “digital assets,” is designed to act as a medium of exchange. Cryptocurrency is an emerging asset class. There are thousands of cryptocurrencies, the most well-known of which is bitcoin. Certain of the firm’s clients may have exposure to bitcoin or another cryptocurrency, directly or indirectly through an investment such as an ETF or other investment vehicles. Cryptocurrency operates without central authority or banks and is not backed by any government. Cryptocurrencies may experience very high volatility and related investment vehicles may be affected by such volatility. As a result of holding cryptocurrency, certain of the firm’s clients may also trade at a significant premium or discount to NAV. Cryptocurrency is also not legal tender. Federal, state or foreign governments may restrict the use and exchange of cryptocurrency, and regulation in the U.S. is still developing. The market price of many cryptocurrencies, including bitcoin, has been subject to extreme fluctuations. If cryptocurrency markets continue to be subject to sharp fluctuations, investors may experience losses if the value of the client’s investments decline. Similar to fiat currencies (i.e., a currency that is backed by a central bank or a national, supra-national or quasi-national organization), cryptocurrencies are susceptible to theft, loss and destruction. Cryptocurrency exchanges and other trading venues on which cryptocurrencies trade are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for securities, derivatives and other currencies. The SEC has issued a public report stating U.S. federal securities laws require treating some digital assets as securities. Cryptocurrency exchanges may stop operating or permanently shut down due to fraud, technical glitches, hackers or malware. Due to relatively recent launches, most cryptocurrencies have a limited trading history, making it difficult for investors to evaluate investments. Generally, cryptocurrency transactions are irreversible such that an improper transfer can only be undone by the receiver of the cryptocurrency agreeing to return the cryptocurrency to the original sender. Digital assets are highly dependent on their developers and there is no guarantee that development will continue or that developers will not abandon a project with little or no notice. Third parties may assert intellectual property claims relating to the holding and transfer of digital assets, Optimus Capital Advisors, LLC Form ADV Part 2A Brochure Page 11 including cryptocurrencies, and their source code. Any threatened action that reduces confidence in a network’s long-term ability to hold and transfer cryptocurrency may affect investments in cryptocurrencies. Many significant aspects of the U.S. federal income tax treatment of investments in cryptocurrency are uncertain and an investment in cryptocurrency may produce income that is not treated as qualifying income for purposes of the income test applicable to regulated investment companies. Certain cryptocurrency investments may be treated as a grantor trust for U.S. federal income tax purposes, and an investment by the firm’s clients in such a vehicle will generally be treated as a direct investment in cryptocurrency for tax purposes and “flow-through” to the underlying investors. Disciplinary Information - Item 9 Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of us or the integrity of our management. There is no history of material legal or disciplinary events by our firm or our management persons. Other Financial Industry Activities or Affiliations - Item 10 Mr. Gesek is licensed as an independent insurance agent and offers insurance products to advisory clients for which he is compensated in the form of commissions. Approximately 10% of his time is devoted to this activity. Additionally, Mr. Luna is licensed as an independent insurance agent and offers insurance products to advisory clients for which he is compensated in the form of commissions. Approximately 10% of his time is devoted to this activity. Please refer to Item 5 of this Brochure for more information on these outside capacities. All Optimus investment adviser representatives must always ensure that the interests of its clients are put above their own interests. Additionally, all Optimus investment adviser representatives must ensure that clients have the information that is necessary to fairly evaluate recommendations from their representative. Compensation arrangements are not based on the volume of business a representative directs to a particular product sponsor. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading - Item 11 Description of Our Code of Ethics OCA has adopted a Code of Ethics (the “Code”) to address investment advisory conduct. The Code focuses primarily on fiduciary duty, personal securities transactions, insider trading, gifts, and conflicts of interest. The Code includes OCA’s policies and procedures developed to protect client’s interests in relation to the following topics:    The duty at all times to place the interests of clients first; The requirement that all personal securities transactions be conducted in such a manner as to be consistent with the code of ethics. The responsibility to avoid any actual or potential conflict of interest or misuse of an employee’s position of trust and responsibility; Optimus Capital Advisors, LLC Form ADV Part 2A Brochure Page 12  The fiduciary principle that information concerning the identity of security holdings and financial circumstances of clients is confidential; and The principle that independence in the investment decision-making process is paramount.  A copy of OCA’s Code of Ethics is available upon request to John C. Gesek, Jr., Managing Member & Chief Compliance Officer of OCA, at (972) 745-7704. Personal Trading Practices At times OCA and/or its Advisory Representatives may take positions in the same securities as clients, which may pose a conflict of interest with clients. We will not violate our fiduciary responsibilities to our clients. Front running (trading shortly ahead of clients) is prohibited. Should a conflict occur because of materiality, disclosure will be made to the client(s) at the time of trading. Incidental trading not deemed to be a conflict (i.e. a purchase or sale which is minimal in relation to the total outstanding value, and as such would have negligible effect on the market price), would not be disclosed at the time of trading. Brokerage Practices - Item 12 OCA has an institutional custodial relationship with Charles Schwab & Co., Inc. (Schwab), a FINRA-registered broker-dealer, member SIPC. Schwab Advisor Services (formerly called Schwab Institutional) is Schwab’s business serving independent investment advisory firms like us. We are independently owned and operated and not affiliated with Schwab. Schwab will hold your assets in a brokerage account and will buy and sell securities in your account(s) upon our instructions. While we recommend that you use Schwab as custodian/broker, you will decide whether to do so and you will open your account with Schwab by entering into an account agreement directly with them. Your Custody and Brokerage Costs Schwab generally does not charge you separately for custody services, but is compensated by charging commissions or other fees on trades that it executes or that settle into your Schwab account. In addition to commissions, Schwab charges 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. Research and Other Soft Dollar Benefits Although not considered “soft dollar” compensation, OCA may receive some economic benefits from Schwab Advisor Services in the form of access to its institutional brokerage, 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 as long as we maintain a certain amount of our clients’ assets in accounts at Schwab. If we have less than the designated amount in client assets at Schwab, Schwab may charge us quarterly service fees. Below is a detailed description of Schwab’s support services: 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. Optimus Capital Advisors, LLC Form ADV Part 2A Brochure Page 13 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 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; and access to employee benefits providers, human capital consultants, and insurance providers. • • • • 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. OCA understands its duty for best execution and considers all factors in making recommendations to clients. These research services may be useful in servicing all OCA clients, and may not be used in connection with any particular account that may have paid compensation to the firm providing such services. While OCA may not always obtain the lowest commission rate, OCA believes the rate is reasonable in relation to the value of the brokerage and research services provided. Brokerage for Client Referrals We do not receive client referrals from broker-dealers and custodians with which we have an institutional advisory arrangement. Also, we do not receive other benefits from a broker-dealer in exchange for client referrals. Directed Brokerage OCA generally does not allow clients to direct the firm to use a specified broker-dealer other than one recommended by our firm. Not all advisers require their clients to direct brokerage to a specific broker-dealer. By directing brokerage to only the recommended broker-dealer, we may be unable to achieve the lowest execution costs and you may pay more for these services than you would pay for comparable services available through other broker-dealers. However, consistent with our fiduciary duties and due diligence, we have determined that the broker-dealer recommended provides our clients with quality services at competitive prices. Trade Aggregation OCA does not block trade. Accordingly, we advise clients that they may pay a different price for their securities than other clients. Additionally, depending on the quantity of securities purchased, some clients may pay different commissions and transaction fees than others. Optimus Capital Advisors, LLC Form ADV Part 2A Brochure Page 14 Review of Accounts - Item 13 Portfolio Management Account Reviews OCA monitors client accounts on a continuous basis and offers clients to conduct a formal account review at least annually. Accounts are reviewed by John Gesek or the portfolio manager in charge of the account. Account reviews will consider 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 clients are encouraged to notify us if changes occur in their personal financial situation that might adversely affect their current investment plan. Additional reviews may be offered in certain circumstances. Triggering factors that may stimulate additional reviews include, but are not limited to, changes in economic conditions, changes in the client’s financial situation or investment objectives, or a client’s request. A financial plan is a snapshot in time and no ongoing reviews are conducted. We recommend clients engage us on an annual basis to update the financial plan. Clients will receive statements directly from their account custodian(s) on at least a quarterly basis. OCA provides separate reports on an as needed basis. Client Referrals and Other Compensation - Item 14 OCA does not currently have any client referral or compensation agreements with outside parties. Custodian Compensation As described in Item 12 above, we receive economic benefits from our custodial broker dealer in the form of support products and services they make available to us and other independent investment advisors whose clients maintain their accounts at these custodial broker dealers. The availability of custodial products and services is not dependent upon or based on the specific investment advice we provide our clients, such as buying or selling specific securities or specific types of securities for our clients. The products and services provided by the custodial broker dealer, how they benefit us, and the related conflicts of interest are described above (see Item 12 – Brokerage Practices). Economic Benefits Received from Vendors and Product Sponsors OCA routinely uses research provided to us by consultants, including financial economists affiliated with Dimensional Funds Advisors (DFA). Our firm and our Associated Persons also receive additional compensation from vendors. Compensation could include such items as gifts; an occasional dinner or ticket to a sporting event; reimbursement in connection with educational meetings with an Associated Person, reimbursement for consulting services, the use of speakers affiliated with our vendors during client workshops, or events; or marketing events or advertising initiatives, including services for identifying prospective clients. The receipt of additional economic benefits presents a conflict of interest because our firm and Associated Persons have an incentive to recommend and use vendors based on the additional economic benefits obtained rather than solely on the client’s needs. We address this conflict of interest by recommending vendors that we, in good faith, believe are appropriate for the client’s particular needs. Clients are under no obligation contractually or otherwise, to use any of the vendors recommended by us. Optimus Capital Advisors, LLC Form ADV Part 2A Brochure Page 15 Custody - Item 15 OCA is deemed to have custody of client funds because of the fee deduction authority granted by the client in the Advisory Agreement. Clients will receive account statements at least quarterly from the broker-dealer or other qualified custodian. Clients are urged to review custodial account statements for accuracy. Investment Discretion - Item 16 OCA offers Portfolio Management Services on a discretionary basis. Clients must grant discretionary authority in the client Advisory Agreement. Discretionary authority extends to the types and amounts of securities to be bought and sold in client accounts. Apart from the ability to deduct advisory fees, OCA does not have the ability to withdraw funds or securities from the client’s account. The client provides OCA discretionary authority via a limited power of attorney in the Asset Management Agreement and in the contract between the client and the custodian. If you wish, you may limit our discretionary authority by, for example, setting a limit on the type of securities that can be purchased for your account. Simply provide us with your restrictions or guidelines in writing. Please refer to the “Advisory Business” section in this Brochure for more information on our discretionary management services. 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. Voting Client Securities - Item 17 OCA does not vote proxies. It is the client's responsibility to vote proxies. Clients will receive proxy materials directly from the custodian. Questions about proxies may be made via the contact information on the cover page. Financial Information - Item 18 We are required in this Item to provide you with certain financial information or disclosures about OCA’s, financial condition. OCA does not require the prepayment of over $1,200, six or more months in advance. Additionally, OCA has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding.