DIVERSIFI CAPITAL LLC

DiversiFi Capital LLC Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of DiversiFi Capital LLC. If you have any questions about the contents of this brochure, please contact us at (650) 632-5667 or by email at: advisory@diversificapital.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 DiversiFi Capital LLC is also available on the SEC’s website at www.advisorinfo.sec.gov. DiversiFi Capital LLC’s CRD number is: 242788. 4546 El Camino Real, B10, #1013 Los Altos CA 94022 T: (650) 632-5667 F: (650) 535-4571 advisory@diversificapital.com www.diversificapital.com Registration does not imply a certain level of skill or training. Version Date: 10/22/2025 1  Item 2: Material Changes The material changes in this brochure from the last annual updating amendment of DiversiFi Capital LLC on 02/25/2025 are described below. Material changes relate to DiversiFi Capital LLC’s policies, practices, or conflicts of interest only. ● DiversiFi Capital LLC updated Items 6, 10 and 11 to disclose additional SPVs, DiversiFi Ventures Anduril SPV I LLC, and DiversiFi Ventures Cursor AI, a Series of CGF2021 LLC. ● DiversiFi Capital LLC utilizes O'Shaughnessy Asset Management, LLC ("OSAM") as a third party money manager. (Item 5)  Item 3: Table of Contents Item 2: Material Changes 1 Item 3: Table of Contents 1 Item 4: Advisory Business 3 A. Description of the Advisory Firm 3 B. Types of Advisory Services 3 C. Client Tailored Services and Client Imposed Restrictions 7 D. Wrap Fee Programs 7 E. Assets Under Management 8 Item 5: Fees and Compensation 8 A. Fee Schedule 8 B. Payment of Fees 12 C. Client Responsibility for Third-Party Fees 13 D. Prepayment of Fees 13 E. Outside Compensation for the Sale of Securities to Clients 13 Item 6: Performance-Based Fees and Side-By-Side Management 13 Item 7: Types of Clients 14 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss 14 A. Methods of Analysis and Investment Strategies 14 B. Material Risks Involved 15 C. Risks of Specific Securities Utilized 16 Item 9: Disciplinary Information 19 A. Criminal or Civil Actions 19 B. Administrative Proceedings 19 C. Self-regulatory Organization (SRO) Proceedings 19 Item 10: Other Financial Industry Activities and Affiliations 19 A. Registration as a Broker/Dealer or Broker/Dealer Representative 19 Registration as a Futures Commission Merchant, Commodity Pool Operator, or a B. Commodity Trading Advisor 19  Registration Relationships Material to this Advisory Business and Possible Conflicts of C. Interests 20 Selection of Other Advisors or Managers and How This Advisor is Compensated for D. Those Selections 21 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 21 A. Code of Ethics 21 B. Recommendations Involving Material Financial Interests 21 C. Investing Personal Money in the Same Securities as Clients 22 D. Trading Securities At/Around the Same Time as Clients’ Securities 22 Item 12: Brokerage Practices 22 A. Factors Used to Select Custodians and/or Broker/Dealers 22 1. Research and Other Soft-Dollar Benefits 23 2. Brokerage for Client Referrals 23 3. Clients Directing Which Broker/Dealer/Custodian to Use 23 B. Aggregating (Block) Trading for Multiple Client Accounts 23 Item 13: Reviews of Accounts 24 A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews 24 B. Factors That Will Trigger a Non-Periodic Review of Client Accounts 24 C. Content and Frequency of Regular Reports Provided to Clients 24 Item 14: Client Referrals and Other Compensation 24 Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes A. Sales Awards or Other Prizes) 24 B. Compensation to Non–Advisory Personnel for Client Referrals 24 Item 15: Custody 25 Item 16: Investment Discretion 25 Item 17: Voting Client Securities (Proxy Voting) 25 Item 18: Financial Information 25 A. Balance Sheet 25 Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual B. Commitments to Clients 25 C. Bankruptcy Petitions in Previous Ten Years 25 2  Item 4: Advisory Business A. Description of the Advisory Firm DiversiFi Capital LLC (hereinafter “DiversiFi”) is a Limited Liability Company organized in the State of California. The firm was formed in May 2015 and approved as an investment advisor in June 2015 and the Managing Member is Nathan Dingler. B. Types of Advisory Services Portfolio Management Services DiversiFi offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. DiversiFi creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels). Portfolio management services include, but are not limited to, the following: • • • Investment strategy • • Asset allocation • Risk tolerance Personal investment policy Asset selection Regular portfolio monitoring DiversiFi evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. DiversiFi will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. DiversiFi makes reasonable efforts to document and annually update client suitability information. At DiversiFi’s discretion, investment management service will aim to invest in socially impactful investments. These social impact investments are determined by three sets of criteria. The first is investing in companies that help to advance environmental sustainability and improve resource efficiency as a society. The second is investing in companies that respect human rights and provide contribution towards a more equitable society. The third is investing in companies that are building transparent businesses and promote accountable governance. The investment vehicles that will be used for these social impact investments will be individual equities and mutual funds that filter for investments as noted above; additionally, mutual fund companies that are able to pass these filters (as a firm) are also eligible for inclusion. The qualifications for these discretionary investments will be made using resources available to DiversiFi Capital LLC through publicly documented resources. ETFs may be used to track specific market benchmarks (i.e., S&P 500 ETF), and may be outside the realm of social impact investing. 3  DiversiFi seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of DiversiFi’s economic, investment or other financial interests. To meet its fiduciary obligations, DiversiFi attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, DiversiFi’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is DiversiFi’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients that is consistent with the Advisor’s fiduciary duty. Selection of Other Advisors (sub-advisors) While managing client portfolios as described above, DiversiFi may also utilize sub- advisors to manage some or all of a client’s portfolio. Before selecting other advisors for clients, DiversiFi will verify that all utilized advisors are properly licensed, notice filed or exempt in the states where DiversiFi is recommending the advisor to clients. Managed 401(k) We use a third-party platform (Pontera) to facilitate the management of held-away assets, such as defined contribution plan participant accounts, with discretion. We leverage an Order Management System through Pontera to implement asset allocation and rebalancing strategies on behalf of the client. The platform allows us to avoid being considered to have custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with Pontera in any way and receive no compensation from them for using their platform. A link will be provided to the client, allowing them to connect an account(s) to the platform. Once a client account(s) is connected to the platform, DiversiFi will review the current allocations. When deemed necessary, DiversiFi will rebalance the account considering client investment goals and risk tolerance, and any change in the allocations will consider current economic and market trends. Client account(s) will be reviewed at least monthly, and allocation changes will be made as deemed necessary. Private equity fund DiversiFi is the manager and provides advice to DiversiFi Ventures Cursor AI, a Series of CGF2021 LLC, DFi Venture Fund I, LP, DFi Venture Fund II, LP, DiversiFi Ventures Anduril SPV I LLC, DiversiFi Ventures Fund IV, LP, DiversiFi Ventures Glean SPV I, a Series of CGF2021 LLC, and (collectively referred to as “the funds”). The advisory fees that DiversiFi receives for providing those services are set forth in the agreement between DiversiFi and the Funds. Additional details about the fees charged to an investor in such fund are available in the current prospectus for the funds. Pooled investment vehicles are responsible for the payment of all third-party fees (i.e. custodian fees, brokerage fees, accounting/audit fees, administration fees, etc.). Those fees are separate and distinct from the fees and expenses charged by DiversiFi. 4  Tax Exchange Fund DiversiFi provides investment advisory services that assist clients with investing directly in private alternative investments and alternative investment manager firms. Alternative investments are financial assets that do not fall into conventional asset categories, like stocks, bonds, and cash. Alternative assets allow investors to diversify their holdings and pursue returns that are less correlated with the stock market. These investments typically are either unmarketable or illiquid. Financial Planning Services DiversiFi provides financial planning services to clients on three different levels. Clients can choose from Starter, Core, or Plus. These services include but are not limited to the following: Investment performance reporting ● Financial plan tracking ● ● Education center access ● General email support ● Life event meetings ● Financial plan review ● Tax check in ● Tax review ● 401(k) rebalance ● Estate planning review ● Employee stock benefits strategy ● Life insurance audit ● Disability insurance audit ● Long term care insurance audit ● Holistic investment portfolio review ● Fixed insurance Financial Planning Financial plans and financial planning may include but are not limited to investment planning; insurance planning; real estate planning; tax planning; retirement planning; college planning; and debit/credit planning. FINANCIAL PLANNING Our financial planning service is intended for individuals who prefer a more virtual classroom 5  approach to financial planning education while still offering on-demand advisor support for individualized questions. One-Time Initiation Fee: $500 Starter Core Plus $175 per month $250 per month $450 per month The Core level offering is geared toward senior-level employees/Managers whose net worth is heavily tied to company stock. Our Starter level is for individuals who are looking to start developing healthy financial habits such as budgeting, saving, and investing. Plus, level is for Senior Management, Founders, or established individuals who need to manage many complexities across their investments and taxes. All the services of Starter, and: Personal Financial Advisor (1- 2 yrs experience) All the services of Starter, Core, and: Annual tax return review Personal Financial Advisor (4+ yrs experience) Senior-level Advisor (6+ yrs experience) Tax estimates In-depth employer stock analysis Help with 401(k) rebalancing Priority access to invest in DiversiFi Ventures Multi-year tax simulations Advanced stock compensation strategies (liquidity/public events) Coordinated communications with referrals to save you time (i.e.: real estate, tax, loans, etc.) Strategy: Account restructuring and consolidation, stock vesting, budget, savings, investment & tax All service levels include the following: Annual Tax Return Review Blueleaf Access Client Resource Center Access Financial Planning Workbook Financial/Retirement Model Quarterly Newsletters Weekly Wrap-Up Emails 6  The following are stand-alone services provided by DiversiFi Capital LLC and their respective fees charged: ● Tech Layoff Package ○ One-Time Cost of $1,500 ● Managed Estate Planning through EncoreEstates ○ Starter/Core: One-Time Cost of $1,700 ○ Plus: One-Time Cost of $1,500 Estate Planning We offer Estate Planning services to our ongoing financial planning clients and our investment management clients to assist with general information as it applies to reviews of existing plans, gathering information needed to provide outside firms in the creation of documents, and updating existing plans for clients. The fees associated with estate planning services are separate, in addition to your ongoing financial planning or advisory fees and are disclosed in Item 5. Depending on the client's needs and desires for estate planning document review, preparation, or updates, we will engage with EncorEstate Plans, a third-party scrivener service or estate planning attorneys. Based on the complexity of the client’s estate planning needs, this third-party service may not be the best fit, and this will be determined at the start of engagement. DiversiFi does not provide legal advice as we are not estate planning attorneys. Services Limited to Specific Types of Investments DiversiFi generally limits its investment advice to mutual funds, fixed income securities, real estate funds, fixed insurance, equities, private equity funds, ETFs (including ETFs in the gold and precious metal sectors), and commodities. DiversiFi may use other securities as well to help diversify a portfolio when applicable. C. Client Tailored Services and Client Imposed Restrictions DiversiFi offers the same suite of services to all of its clients. However, specific client investment strategies and their implementation are dependent upon the client Investment Policy Statement that outlines each client’s current situation (Age, income, tax levels, Total net worth, Liquid net worth, Employment status, Fair market value of primary residence, Investment objectives, Investment experience, Investment time horizon, Liquidity, and risk tolerance levels). Clients may not impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. D. Wrap Fee Programs 7  A wrap fee program is an investment program where the investor pays one stated fee that includes management fees, transaction costs, fund expenses, and other administrative fees. DiversiFi does not participate in any wrap fee programs. E. Assets Under Management DiversiFi has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $ 456,919,600.00 $ 20,400.00 December 2024 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 1.20% $50,000 – $499,999 $500,000 – $999,999 1.00% 0.80% $1,000,000 – $4,999,999 0.60% $5,000,000 – $14,999,999 $15,000,000 – And Above 0.45% 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. 8  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. Total Assets Under Management $250,000 – $500,000 Service Level Monthly Fee Discounted $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) 9  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: DiversiFi Fee Total Fee OSAM Fee 1.20% 1.35% - 1.75% Total Assets Under Management $250,000 – $499,999 .15% - .55% 1.00% 1.15% - 1.55% $500,000 – $999,999 .15% - .55% 0.80% 0.95% - 1.35% .15% - .55% 0.60% 0.75% - 1.15% .15% - .55% $1,000,000 – $4,999,999 $5,000,000 - $ 14,999,999 0.45% 0.60% - 1.00% .15% - .55% $15,000,000 – and up Managed 401(k) These fees are collected in advance using the Pontera account's value on the first business day (as shown on Pontera) after the prior billing period to determine the market value of the assets upon which the management fee is based. The management fee rate is subject to change if the client’s total assets under management fall into a different tier, as noted in the table in Exhibit 1 of the Investment Advisory Contract. Total assets under management include assets managed under Charles Schwab, Pontera, and the total initial contribution(s) to DFi Ventures Fund(s), DiversiFi Venture Fund(s), and SPVs applicable until the end of the fund’s partnership. Tax Exchange Fund Fees These account-level fees are charged quarterly and typically are based on the value of the alternative investment, as reported to DiversiFi or the client by the fund in which a client invests. As a general rule, valuations of alternative investment funds are updated quarterly and therefore do not reflect current market conditions. Financial Planning Fees 10  Fees are paid in advance, but never six months or more in advance. Clients may terminate the agreement without penalty and for a full refund of DiversiFi's fees within five business days of signing the Financial Planning Agreement and may be terminated by phone or e-mail. Thereafter, clients may terminate the Financial Planning Agreement immediately upon written notice. These fees are negotiable depending upon the needs of the client and the complexity of the situation. Refunds are issued to the payment method used at the time of the initial purchase. The refund will be pro-rated and based on the service level subscription paid and termination request date. Clients will have the option to continue service until the end of the prepaid month. The one-time initiation fee of $500, collected to cover services provided during onboarding, is non-refundable. Fixed Fees Fees are charged 100% in advance, but never more than six months in advance. These fees are negotiable depending upon the needs of the client and the complexity of the situation. Clients may terminate the agreement without penalty and for a full refund of DiversiFi's fees within five business days of signing the Financial Planning Agreement and can be terminated by phone or email. Thereafter, clients may terminate the Financial Planning Agreement immediately upon written notice. Complete portions of any documents will be delivered if the Client terminates the relationship with the advisor. Refunds are issued to the payment method used at the time of the initial purchase. The refund will be pro-rated and based on the service level subscription paid and termination request date. Clients will have the option to continue service until the end of the prepaid month. Fees are paid in advance, but never six months or more in advance. Estate Planning Fees The fees for estate planning will be determined based on the service level the client is enrolled in, as shown in the table below. Level Price Starter Core Plus $1,700 $1,700 $1,500 The fees may be negotiable in certain cases, will be agreed to at the start of the engagement, and are due at the end of the engagement. Clients are not required to utilize any third-party products or services that we may recommend, and they can receive similar services from other professionals at a similar or lower cost. 11  B. Payment of Fees Payment of Asset-Based Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client's accounts with the client’s written authorization on a monthly basis. Fees are paid in advance. Selection of Other Advisors (sub-advisors) Sub-advisor fees are withdrawn directly from the client's accounts with the client's written authorization on a quarterly basis, which is subject to differ depending on the sub-advisor and their terms. Sub-advisor fees are calculated and paid in arrears. DiversiFi’s fees are withdrawn directly from the client's accounts with the client's written authorization on a monthly basis. Firm fees are paid in advance. Fees for OSAM are charged quarterly in arrears. Managed 401(k) Asset-based portfolio management fees for 401(k) accounts managed through Pontera cannot be withdrawn directly from these retirement accounts. Therefore, clients utilizing our 401(k) management services must maintain a separate taxable account through Charles Schwab (custodian) for billing purposes. Asset-based portfolio management fees for 401(k) management services are withdrawn directly from the client's separate taxable account with the client's written authorization on a monthly basis. Fees are paid in advance. Payment of Financial Planning Fees Financial Planning fees are paid by credit or ACH via Invoiced, an online subscription billing service. Financial planning fees are paid 100% in advance, but never more than six months in advance. Financial planning fees will be offset for related advisory services of assets being managed by the Advisor. Fixed financial planning fees are paid 100% in advance, but never more than six months in advance. DiversiFi has the ability to accept credit/debit payments for financial planning services through Invoiced. Payment of Tax Exchange Fund Fees Tax Exchange Fund Fees are calculated as a one-time fee of one (1) percent of the average share price at market opening and market closing of the contribution. Fees will be paid via credit or ACH through Invoiced, an online subscription billing service. The fee is determined by calculating the average share price between market opening and market closing on the transaction date, with the fee assessed as 1% of that average price. DiversiFi 12  has the ability to accept credit/debit payments for tax exchange fund services through Invoiced. Payment of Estate Planning Fees Estate planning fees are invoiced and payable via cash, check, or wire and are paid at the start of the engagement. C. Client Responsibility for Third-Party Fees Clients are responsible for the payment of all third-party fees (i.e., custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by DiversiFi. Please see Item 12 of this brochure regarding broker-dealer/custodian. D. Prepayment of Fees DiversiFi collects fees in advance. Refunds for fees paid in advance will be returned within thirty days to the client via the method the initial purchase was made, deposit back into the client’s account, or by check to the client’s address if the first two options are not available. For those managed accounts, refunds will be calculated based on the value of the account on which the original fee was based. For all asset-based fees paid in advance, the refunded fee will be equal to the balance of the fees collected in advance minus the daily rate* times the number of days elapsed in the billing period up to and including the day of termination. (*The daily rate is calculated by dividing the monthly asset-based fee rate by the number of days in the month.). For fees charged in advance, DiversiFi must provide an invoice to the client showing the amount of earned fees retained by DiversiFi and the amount of fees returned to the client. Fixed fees that are collected in advance will be refunded based on the prorated amount of the service level subscription at the point of termination. Clients will have the option to continue service until the end of the prepaid month. DiversiFi will deliver upon termination that portion of the plan that has been prepared. E. Outside Compensation for the Sale of Securities to Clients Neither DiversiFi nor its supervised persons accept any compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Item 6: Performance-Based Fees and Side-By-Side Management DiversiFi manages accounts that are billed on performance-based fees (a share of capital gains on or capital appreciation of the assets of a client) as well as accounts that are NOT billed on 13  performance-based fees. Managing both kinds of accounts at the same time presents a conflict of interest because DiversiFi or its supervised persons have an incentive to favor accounts for which DiversiFi and its supervised persons receive a performance-based fee. DiversiFi addresses the conflicts by ensuring that clients are not systematically advantaged or disadvantaged due to the presence or absence of performance-based fees. DiversiFi seeks best execution and upholds its fiduciary duty for all clients. Clients that are paying a performance-based fee should be aware that investment advisors have an incentive to invest in riskier investments when paid a performance-based fee due to the higher risk/higher reward attributes. DiversiFi is the manager and provides advice to DiversiFi Ventures Cursor AI, a Series of CGF2021 LLC, DiversiFi Ventures Anduril SPV I LLC, DFi Venture Fund I, LP, DFi Venture Fund II, LP, DiversiFi Ventures Fund IV, LP, DiversiFi Ventures Groq SPV I Oct 2024, a Series of CGF2021 LLC, DiversiFi Ventures OpenAI SPVI, a Series of CGF2021 LLC DiversiFi Ventures Glean SPV I, a Series of CGF2021 LLC, and DiversiFi Ventures Coreweave SPV I, A Series of CGF2021 LLC. DiversiFi Ventures LLC is the General Partner of DiversiFi Ventures Groq SPV I Oct 2024, a Series of CGF2021 LLC, DiversiFi Ventures OpenAI SPVI, a Series of CGF2021 LLC and DiversiFi Ventures Coreweave SPV I, A Series of CGF2021 LLC. All fees received are set forth in the agreement between DiversiFi and the Fund/SPV. Additional details about the fees charged to an investor in such fund/SPV is available in the limited partnership agreement for that specific fund/SPV. 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. Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis 14  DiversiFi’s methods of analysis include charting analysis, fundamental analysis, technical analysis, and quantitative analysis. Charting analysis involves the use of patterns in performance charts. DiversiFi uses this technique to search for patterns used to help predict favorable conditions for buying and/or selling a security. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Technical analysis involves the analysis of past market data, primarily price and volume. Quantitative analysis deals with measurable factors as distinguished from qualitative considerations such as the character of management or the state of employee morale, such as the value of assets, the cost of capital, historical projections of sales, and so on. Investment Strategies DiversiFi uses long-term trading and short-term trading. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved Methods of Analysis Charting analysis strategy involves using and comparing various charts to predict long and short-term performance or market trends. The risk involved in using this method is that only past performance data is considered without using other methods to crosscheck data. Using charting analysis without other methods of analysis would be making the assumption that past performance will be indicative of future performance. This may not be the case. Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not take into account new patterns that emerge over time. 15  Quantitative Model Risk: Investment strategies using quantitative models may perform differently than expected as a result of, among other things, the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction and implementation of the models. Investment Strategies Long-term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Short-term trading risks include liquidity, economic stability, and inflation, in addition to the long-term trading risks listed above. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best-known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and 16  credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not physical metal) specifically may be negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, (3) a significant change in the attitude of speculators and investors. Private Equity Funds: In addition to the risks associated with hedge funds, there are risks specifically associated with investing in private equity. Capital calls can be made at short notice, and the failure to meet capital calls can result in significant adverse consequences, including but not limited to a total loss of investment. Cryptocurrency investing refers to trading in digital/virtual currencies, such as Bitcoin, that are not back by real assets or tangible securities and are more volatile than traditional currencies and financial assets. Digital currency is a digital representation of value that functions as a medium of exchange, a unit of account, or a store of value, but it does not have legal tender status. Digital currency is not backed or supported by any government or central bank. Digital currency’s price is completely derived by market forces of supply and demand, traded between consenting parties with no broker and tracked on digital ledgers commonly known as blockchains. Investing in digital currency comes with significant risk of loss that a client should be prepared to bear and, due to the nature of cryptocurrencies, clients are exposed to the risks normally associated with investing but also unique risks not typical of investing in traditional securities. These include, but are not limited to, volatile market price swings or flash crashes, market manipulation, economic, regulatory, technical, and cybersecurity risks. Please also see below for additional description/properties: ● ● Unregulated – Digital currency markets and exchanges are not regulated with the same controls or customer protections available in fixed income, equity, option, futures, or foreign exchange investing. Increased Price Volatility – The price of cryptocurrency is constantly fluctuating. Trade or balance can surge or drop suddenly. Prices can drop to zero. ● Susceptible to Error/Hacking – Technical glitches, human error and hacking can occur, which typically do not affect traditional securities to the same extent. ● Forks – This implies a splitting of the chain on which the cryptocurrency runs, which makes it go in a different direction, with different rules than the existing blockchain. 17  o Soft Fork – only a protocol change; the cryptocurrency continues to work on the original blockchain rules. o Hard Fork – a permanent divergence in the blockchain. Real Estate funds (including REITs) face several kinds of risks that are inherent in the real estate sector, which historically has experienced significant fluctuations and cycles in performance. Revenues and cash flows may be adversely affected by: changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics; competition from other properties offering the same or similar services; changes in interest rates and in the state of the debt and equity credit markets; the ongoing need for capital improvements; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws. Unmanaged or static assets will not be included in the Advisor’s management fee calculation. Commodities are tangible assets used to manufacture and produce goods or services. Commodity prices are affected by different risk factors, such as disease, storage capacity, supply, demand, delivery constraints and weather. Because of those risk factors, even a well-diversified investment in commodities can be uncertain. Fixed Insurance is an insurance policy that helps to protect against financial hardships in exchange for a fixed premium and without a cash value within the policy. Examples may include term life insurance and disability insurance policies. Tax Exchange Fund 1. Exchange Funds are not as liquid compared to other investment types, such as investing in stocks, ETFs, or other investment vehicles. Therefore, you should be prepared to maintain your position in an Exchange Fund for an extended period of time. If you require liquidity, an investment in an Exchange Fund may not be suitable for you. 2. Investing in an Exchange Fund will subject you to a lockup period on the shares you contribute to the Exchange Fund or shorter if specified in your offering documents. If you have short-term liquidity needs, you should consider carefully whether participation in an Exchange Fund is suitable for your needs. 3. To take advantage of the tax benefits of participating in an Exchange Fund, you are required to hold your shares in an Exchange Fund for at least seven years. 4. If you seek to redeem your shares after the lockup period but before the end of the holding period, you may receive your original contribution at a rate that is lower of the contributed stock value or the fund’s net asset value. Additionally, early redemptions may be subject to penalty fees. You should carefully review the terms of the Exchange Fund documents before deciding to participate in an Exchange Fund. 5. Exchange funds are intended only for eligible, long-term investors who are willing to forego liquidity and put capital at risk for substantial periods of time. Regulations require a minimum holding period to realize the potential advantages. They may also have higher 18  fees than traditional investments. Tax laws might change, so clients should consult their own tax and legal advisors. 6. Diversification may help spread risk, it does not assure a profit or protect against loss in a down market. There is always the potential of losing money when you invest in securities or other financial products. The rate of return on investments can vary widely over time, especially for long-term investments. Investment losses are possible, including the potential loss of all amounts invested, including principal. Any products discussed may be purchased only after a client has carefully reviewed the offering materials associated with each product. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative Neither DiversiFi nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither DiversiFi nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. 19  C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Nathan Michael Dingler and Raymond Mac Vo are independent licensed insurance agents, and from time to time, will offer clients advice or products from those activities. Clients should be aware that these services pay commission or other compensation and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment advisor. DiversiFi always acts in the best interest of the client, including the sale of commissionable products to advisory clients. Clients are in no way required to utilize the services of any representative of DiversiFi in connection with such individual's activities outside of DiversiFi. DiversiFi owes the client a fiduciary duty to put the client’s interest first which includes, but is not limited to, a duty of care, loyalty, obedience, and utmost good faith. Nathan Michael Dingler is a real estate agent. From time to time, he may offer clients advice or products from those activities, and clients should be aware that these services may involve a conflict of interest. DiversiFi always acts in the best interest of the client, and clients always have the right to decide whether to utilize the services of any representative in such individuals' outside capacities. DiversiFi owes the client a fiduciary duty to put the client’s interest first, which includes, but is not limited to, a duty of care, loyalty, obedience, and utmost good faith. One hour a month is devoted to this activity outside of trading hours. Nathan Michael Dinger is the manager of DiversiFi Ventures Cursor AI, a Series of CGF2021 LLC, DiversiFi Ventures Anduril SPV I LLC, DFi Venture Fund I, LP, DFi Venture Fund II, LP, DiversiFi Ventures Fund IV, LP, DiversiFi Ventures Groq SPV I Oct 2024, a Series of CGF2021 LLC, DiversiFi Ventures OpenAI SPVI, a Series of CGF2021 LLC DiversiFi Ventures Glean SPV I, a Series of CGF2021 LLC, and DiversiFi Ventures Coreweave SPV I, A Series of CGF2021 LLC. DFi Ventures LLC. DiversiFi will recommend investments in this private fund to those clients for which investment in the fund is suitable. This presents a conflict of interest in that DiversiFi or its related persons may receive more compensation from investment in the fund/SPV than from other investments. Nevertheless, DiversiFi acts in the best interest of the client, consistent with its fiduciary duties, and clients are not required to invest in the fund/SPV if they do not wish to. Nathan Michael Dingler, and Victor Luscap are the general partners of DFi Venture Fund I, LP, DFi Venture Fund II, LP. DiversiFi Ventures LLC and Nathan Michael Dingler are the General Partners of DiversiFi Ventures Fund IV, LP, DiversiFi Ventures Groq SPV I Oct 2024, a Series of CGF2021 LLC, DiversiFi Ventures OpenAI SPVI, a Series of CGF2021 LLC and DiversiFi Ventures Coreweave SPV I, A Series of CGF2021 LLC. DiversiFi will recommend investments in this private fund to those clients for which investment in the fund is suitable. This presents a conflict of interest in that DiversiFi or its related persons may receive more compensation from investment in the fund/SPV than from other investments. Nevertheless, DiversiFi acts in the best interest of the client, consistent with its fiduciary duties, and clients are not required to invest in the fund/SPV if they do not wish to. Nathan Michael Dinger and Sanjay Krishnan are owners of DiversiFi University 20  Ave LLC. The purpose of DiversiFi University Ave LLC is to serve as the common member (“GP”) to our angel fund launch in partnership with Sanjay Krishnan (University Avenue Capital Management). D. Selection of Other Advisors or Managers and How This Advisor is Compensated for Those Selections DiversiFi may utilize sub-advisors to manage some or all of a client’s portfolio. Account- level fees consist of two components: (1) a sub-advisor fee and (2) DiversiFi’s portfolio management fees in Item 5A. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics DiversiFi has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. DiversiFi's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests Nathan Michael Dinger is the manager of DiversiFi Ventures Cursor AI, a Series of CGF2021 LLC, DiversiFi Ventures Anduril SPV I LLC, DFi Venture Fund I, LP, DFi Venture Fund II, LP, DiversiFi Ventures Fund IV, LP, DiversiFi Ventures Groq SPV I Oct 2024, a Series of CGF2021 LLC DiversiFi Ventures OpenAI SPVI, a Series of CGF2021 LLC DiversiFi Ventures Glean SPV I, a Series of CGF2021 LLC, nd DiversiFi Ventures Coreweave SPV I, A Series of CGF2021 LLC. DFi Ventures LLC, Nathan Michael Dingler, and Victor Luscap are the general partners of DFi Venture Fund I, LP, DFi Venture Fund II, LP. DiversiFi Ventures LLC and Nathan Michael Dingler are the General Partners of DiversiFi Ventures Fund IV, LP, DiversiFi Ventures Groq SPV I Oct 2024, a Series of CGF2021 LLC, DiversiFi Ventures OpenAI SPVI, a Series of CGF2021 LLC and DiversiFi Ventures Coreweave SPV I, A Series of CGF2021 LLC. DiversiFi will recommend investments in this private fund to those clients for which investment in the fund is suitable. This presents a conflict of interest in that DiversiFi or its related persons may receive more compensation from investment in the fund/SPV than from other investments. Nevertheless, DiversiFi acts in the best interest of the client, consistent with its fiduciary duties, and clients are not required to invest in the fund/SPV if they do not wish to. 21  Nathan Michael Dingler participates in a cryptocurrency fund, Kestrel0x1. The partner of this crypto fund is also a client of DiversiFi. DiversiFi will recommend investments in this private fund or crypto fund to those clients for which investment in the funds is suitable. This presents a conflict of interest in that DiversiFi or its related persons may receive more compensation from investment in the fund than from other investments. Nevertheless, DiversiFi acts in the best interests of the client, consistent with its fiduciary duties and clients are not required to invest in the private fund if they do not wish to do so. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of DiversiFi may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of DiversiFi to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. DiversiFi will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates at the client’s disadvantage when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of DiversiFi may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of DiversiFi to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest; however, DiversiFi will never engage in trading that operates to the client’s disadvantage if representatives of DiversiFi buy or sell securities at or around the same time as clients. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on DiversiFi’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and DiversiFi may also consider the market expertise and research access provided by the broker- dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in DiversiFi's research efforts. DiversiFi will never 22  charge a premium or commission on transactions, beyond the actual cost imposed by the broker-dealer/custodian. DiversiFi will recommend clients to use Charles Schwab Corporation, a division of Charles Schwab & Co., Inc. Member FINRA/SIPC. DiversiFi will not be able to serve clients wanting asset-based advisory services if they do not want to use Charles Schwab 1. Research and Other Soft-Dollar Benefits While DiversiFi has no formal soft dollar’s program in which soft dollars are used to pay for third party services, DiversiFi may receive research, products, or other services from custodians and broker-dealers in connection with client securities transactions (“soft dollar benefits”). DiversiFi may enter into soft-dollar arrangements consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended. There can be no assurance that any particular client will benefit from soft dollar research, whether or not the client’s transactions paid for it, and DiversiFi does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. DiversiFi benefits by not having to produce or pay for research, products or services, and DiversiFi will have an incentive to recommend a broker-dealer based on receiving research or services. Clients should be aware that DiversiFi’s acceptance of soft dollar benefits may result in higher commissions charged to the client. 2. Brokerage for Client Referrals DiversiFi receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use DiversiFi will require clients to use a specific broker-dealer to execute transactions. Not all advisors require clients to use a particular broker-dealer. B. Aggregating (Block) Trading for Multiple Client Accounts If DiversiFi buys or sells the same securities on behalf of more than one client, then it may (but would be under no obligation to) aggregate or bunch such securities in a single transaction for multiple clients in order to seek more favorable prices, lower brokerage commissions, or more efficient execution. In such case, DiversiFi would place an aggregate order with the broker on behalf of all such clients in order to ensure fairness for all clients; provided, however, that trades would be reviewed periodically to ensure that accounts are not systematically disadvantaged by this policy. DiversiFi would determine the appropriate number of shares and select the appropriate brokers consistent with its duty to seek best execution, except for those accounts with specific brokerage direction (if any). 23  Item 13: Reviews of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for DiversiFi's advisory services provided on an ongoing basis are reviewed at least monthly by Nathan Dingler, Managing Member with regard to clients’ respective investment policies and risk tolerance levels. All accounts at DiversiFi are assigned to this reviewer. Charles Schwab will provide a report on a monthly basis, as many custodians may provide reports on a quarterly basis. All financial planning accounts are reviewed upon financial plan creation and plan delivery by Nathan Dingler, Managing Member. There is only one level of review for financial planning, and that is the total review conducted to create the financial plan. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). With respect to financial plans, DiversiFi’s services will generally conclude upon delivery of the financial plan. C. Content and Frequency of Regular Reports Provided to Clients Each client of DiversiFi's advisory services provided on an ongoing basis will receive a monthly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. Each financial planning client will receive the financial plan upon completion. Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) DiversiFi does not receive any economic benefit, directly or indirectly from any third party for advice rendered to DiversiFi's clients. B. Compensation to Non–Advisory Personnel for Client Referrals DiversiFi does not directly or indirectly compensate any person who is not advisory personnel for client referrals. 24  Item 15: Custody DiversiFi may also be deemed to have custody over the funds and securities invested in pooled investment vehicles that DiversiFi manages. Item 16: Investment Discretion DiversiFi provides discretionary investment advisory services to clients. The Investment Advisory Contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, DiversiFi generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. DiversiFi will also have discretionary authority to determine the broker dealer to be used for a purchase or sale of securities for a client's account. Item 17: Voting Client Securities (Proxy Voting) DiversiFi will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of security or the custodian. Clients should direct all proxy questions to the issuer of security. Item 18: Financial Information A. Balance Sheet DiversiFi neither requires nor solicits prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither DiversiFi nor its management has any financial condition that is likely to reasonably impair DiversiFi’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years DiversiFi has not been the subject of a bankruptcy petition in the last ten years. 25