Diversifi Capital Inc

Item 5: Fees and Compensation
Lower fees for comparable services may be available from other sources.

       A. Fee Schedule

Asset-Based Fees for Portfolio Management

           Total Assets Under Management                  Annual Fee

                $50,000 – $499,999                         1.20%
               $500,000 – $999,999                         1.00%
              $1,000,000 – $4,999,999                      0.80%
             $5,000,000 – $14,999,999                      0.60%
            $15,000,000 – $34,999,999                      0.45%
             $35,000,000 – And Above                       0.35%

The final fee schedule is attached as Exhibit I of the Investment Advisory Contract. Clients
may terminate the agreement without penalty for a full refund of DiversiFi's fees within
five business days of signing the Investment Advisory Contract without penalty and for
a full refund and may be terminated by phone or email. Thereafter, clients may terminate
the Investment Advisory Contract immediately upon written notice. Fees are negotiable.
Clients can combine multiple household accounts to receive a lower tiered schedule fee.

DiversiFi uses the value of the account as of the last business day of the prior billing
period, after taking into account deposits and withdrawals, for purposes of determining
the market value of the assets upon which the advisory fee is based. The client investment
management fee is subject to change if client assets under management fall into a different
tier as noted in the table above. Partial billing periods fees will be prorated based on the
number of days the account was open during the billing period.

Depending on “Total Assets Under Management” which includes DiversiFi’s private
equity funds per household, client may be eligible for DiversiFi’s Financial Planning
service at a discount. Please see the table below for potential discounts.

                                                     Service Level Monthly Fee
         Total Assets Under Management
                                                            Discounted
                 $250,000 – $500,000                              $75
                 $500,001 – $750,000                             $175
                $750,001 – $1,000,000                            $300
                     $1,000,001+                                 $450

DiversiFi uses the value of the account as of the last business day of the prior billing
period, after taking into account deposits and withdrawals, for purposes of determining
the market value of the assets upon which the discount is based. If the total assets under
management balance drops below the thresholds indicated in the table above (whether
due to a withdrawal or market conditions), the discount will be adjusted accordingly.

Clients may terminate the agreement without penalty for a full refund of DiversiFi's fees
within five business days of signing the Investment Advisory Contract and may be
terminated by phone or email.

In all instances, the Advisor will send the client a written invoice, including the fee, the
formula used to calculate the fee, the fee calculation itself, the time period covered by the
fee, and, if applicable, the amount of assets under management on which the fee was
based. Also, the Advisor will include the name of the custodian(s) on your fee invoice.
The Advisor will send these to the client concurrent with the request for payment or
payment of the Advisor’s advisory fees. We urge the client to compare this information
with the fees listed in the account statement.

In computing the market value of any investment of the Account, the securities in the
Account listed on a national securities exchange or otherwise subject to current last-sale
reporting shall be valued at the amount reported on the statement that Client receives
from the Authorized Third Party. Such securities which are not traded nor subject to last-
sale reporting shall be valued at the latest available bid price reflected by quotations
furnished to DiversiFi by such sources as it may deem appropriate. Any other security
shall be valued in such manner as shall be determined in good faith by DiversiFi and the
Client to reflect its fair market value.

Selection of Other Advisors (sub-advisors)

These account-level fees consist of two components: (1) a sub-advisor fee and (2)
DiversiFi’s portfolio management fees in Item 5A. The sub-advisor fee is charged
quarterly in arrears, which is subject to differ depending on the sub-advisor and their
terms and typically is based on the value of the investments held, as reported to
DiversiFi or the client by the fund in which a client invests. These fees are separate and
distinct from the fees and expenses charged by DiversiFi. Sub-advisor fees are set forth

     in the agreement between the client and the sub-advisor. DiversiFi’s fee is charged
     monthly in advance.

        DiversiFi may specifically direct clients to O'Shaughnessy Asset Management, LLC
     ("OSAM"). The annual fee schedule is as follows:

Total Assets Under                                  DiversiFi Fee              Total Fee
                             OSAM Fee
  Management
 $250,000 – $499,999         .15% - .55%                1.20%               1.35% - 1.75%
 $500,000 – $999,999         .15% - .55%                1.00%               1.15% - 1.55%
    $1,000,000 –                                        0.80%               0.95% - 1.35%
                             .15% - .55%
     $4,999,999
   $5,000,000 - $                                       0.60%               0.75% - 1.15%
                             .15% - .55%
     14,999,999
   $15,000,000 –                                        0.45%               0.60% - 1.00%
                             .15% - .55%
    $34,999,999
$35,000,000 – and up         .15% - .55%                0.35%               0.50% - 0.90%
...

Item 7: Types of Clients
DiversiFi generally provides advisory services to the following types of clients:

           ❖ Individuals
           ❖ High-Net-Worth Individuals
           ❖ Pooled Investment Vehicles

Minimum Account Size for Portfolio Management

There is an account minimum of $50,000, which may be waived by DiversiFi in its discretion.