XENA FINANCIAL PLANNING, LLC

ITEM 1: COVER PAGE XENA FINANCIAL PLANNING, LLC 650 NE Holladay St, #1600 Portland, OR 97232 (503) 714-7357 Form ADV Part 2A - Firm Brochure Dated April 27, 2026 This Brochure provides information about the qualifications and business practices of Xena Financial Planning LLC, “Xena FP”. If you have any questions about the contents of this Brochure, please contact us at (503) 714-7357. 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 Xena FP is available on the SEC’s website at www.adviserinfo.sec.gov, which can be found using the firm’s identification number, 333436.  ITEM 2: MATERIAL CHANGES This brochure was amended on January 29, 2026 to reflect various clerical clarifications and enhancements. Future Changes From time to time, we may amend this Disclosure Brochure to reflect changes in our business practices, changes in regulations, and routine annual updates as required. Either this complete Disclosure Brochure or a Summary of Material Changes shall be provided to each Client annually and if a material change occurs in the business practices of Xena Financial Planning LLC. At any time, you may view the current Disclosure Brochure online at the SEC's Investment Adviser Public Disclosure website at http://www.adviserinfo.sec.gov by searching for our firm name or by our CRD number 333436. You may also request a copy of this Disclosure Brochure at any time, by contacting us at (503) 714-7357.  ITEM 3: TABLE OF CONTENTS 1 2 3 4 8 12 12 12 17 17 ITEM 1: COVER PAGE ITEM 2: MATERIAL CHANGES ITEM 3: TABLE OF CONTENTS ITEM 4: ADVISORY BUSINESS ITEM 5: FEES AND COMPENSATION ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ITEM 7: TYPES OF CLIENTS ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ITEM 9: DISCIPLINARY INFORMATION ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ITEM 12: BROKERAGE PRACTICES ITEM 13: REVIEW OF ACCOUNTS ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION ITEM 15: CUSTODY ITEM 16: INVESTMENT DISCRETION ITEM 17: VOTING CLIENT SECURITIES ITEM 18: FINANCIAL INFORMATION 18 19 23 23 23 24 24 24  ITEM 4: ADVISORY BUSINESS Description of Advisory Firm Xena Financial Planning LLC is an investment adviser founded in 2024, registered with the U.S. Securities and Exchange Commission (“SEC”), and principally owned by Danika Waddell and James Hindes. Types of Advisory Services Investment Management Our firm provides continuous advice to a Client regarding the investment of Client funds based on the individual needs of the Client. Through personal discussions in which goals and objectives based on a Client's particular circumstances are established, we develop a Client's personal investment policy or an investment plan with an asset allocation target and create and manage a portfolio based on that policy and allocation targets. We will also review and discuss a Client’s prior investment history, as well as family composition and background. Account supervision is guided by the stated objectives of the Client (e.g., maximum capital appreciation, growth, income, or growth, and income), as well as tax considerations. Clients may impose reasonable restrictions of investing in certain securities, types of securities, or industry sectors. Fees pertaining to this service are outlined in Item 5 of this brochure. Client Tailored Services and Client Imposed Restrictions. We offer the same suite of services to all of our Clients. However, specific Client financial plans and their implementation are dependent upon the Client Investment Policy Statement which outlines each Client’s current situation (income, tax levels, and risk tolerance levels) and is used to construct a Client specific plan to aid in the selection of a portfolio that matches restrictions, needs, and targets. Clients are able to specify, within reason, any limitations they would like to place on discretionary authority as it pertains to individual securities and/or sectors that will be traded in their account, by notating these items on the executed advisory agreement. We manage assets on a discretionary basis. More information regarding our discretionary authority can be found in Item 16 of this Brochure. Financial Planning Xena FP provides Financial Planning to all Investment Management clients. This service involves working one-on-one with a financial planner (“planner”) over an extended period of time. Through this ongoing arrangement, clients collaborate with the planner to develop and assist in the implementation of their financial plan (the  “plan”). The planner will monitor the plan, recommend any appropriate changes and ensure the plan is up-to-date as the Client’s situation, goals, and objectives evolve. Upon engaging Xena FP for financial planning services, Xena FP is responsible for obtaining and analyzing all necessary qualitative and quantitative information from the Client that is essential to understanding the Client’s personal and financial circumstances; helping the Client identify, select, and prioritize certain financial goals while understanding the effect that pursuing one goal may have on other potential goals; assessing the Client’s current course of action and alternative courses of action to identify required changes that provide the best opportunity for the client to meet their financial goals; developing and presenting financial planning recommendations based on the aforementioned actions while including all information that was required to be considered in preparing the recommendations; and ongoing monitoring of the Client’s progress toward the goals and objectives that the recommendations are based around. These components all require in-depth communication with the Client in order for the planner to establish a financial plan and implementation strategy that provides the Client with the most appropriate options in pursuing their established goals and objectives. Cash Flow, Liquidity and Debt Planning We will conduct a review of your income and expenses to determine your current surplus or deficit along with advice on prioritizing how any surplus should be used or how to reduce expenses if they exceed your income. Advice may also be provided on which debts to pay off first based on factors such as the interest rate of the debt and any income tax ramifications. We may also recommend what we believe to be an appropriate cash reserve that should be considered for emergencies and other financial goals, along with a review of accounts (such as money market funds) for such reserves, plus strategies to save desired amounts. College Savings We will project the amount that will be needed to achieve college or other post-secondary education funding goals, and will provide advice on ways for you to save the desired amount. Recommendations as to savings strategies are included, and, if needed, we will review your financial picture as it relates to eligibility for financial aid or the best way to contribute to grandchildren (if appropriate). Employee Benefits and Employer Stock Plans (equity compensation) We will provide review and analysis as to whether you, as an employee, are taking the maximum advantage possible of your employee benefits. If you are a business owner, we will consider and/or recommend the various benefit programs that can be structured to meet both business and personal retirement goals. Estate Planning This usually includes an analysis of your exposure to estate taxes and your current estate plan, which may include whether you have a will, powers of attorney, trusts, and other related documents. Our advice also typically includes ways for you to  minimize or avoid future estate taxes by implementing appropriate estate planning strategies such as the use of applicable trusts. We always recommend that you consult with a qualified attorney when you initiate, update, or complete estate planning activities. We may provide you with contact information for attorneys who specialize in estate planning when you wish to hire an attorney for such purposes. From time-to-time, we will participate in meetings or phone calls between you and your attorney with your approval or request. Xena FP is not compensated for referring clients to attorneys who specialize in estate planning. We recommend that you consult with a qualified attorney when you initiate, update, or complete estate planning activities. Xena FP is not a law firm and does not render legal advice. Financial Goals We will help clients identify financial goals and develop a plan to reach them. We will identify what you plan to accomplish, what resources you will need to make it happen, how much time you will need to reach the goal, and how much you should budget for your goal. Investment Analysis This may involve developing an asset allocation strategy to meet Clients’ financial goals and risk tolerance, providing information on investment vehicles and strategies, reviewing employee stock options, as well as assisting you in establishing your own investment account at a selected broker/dealer or custodian. The strategies and types of investments we may recommend are further discussed in Item 8 of our ADV brochure. Retirement Savings and Income Planning Our retirement planning services typically include projections of your likelihood of achieving your financial goals, typically focusing on financial independence as the primary objective. For situations where projections show less than the desired results, we may make recommendations, including those that may impact the original projections by adjusting certain variables (e.g., working longer, saving more, spending less, taking more risk with investments). Risk Management and Insurance Planning A risk management review includes an analysis of your exposure to major risks that could have a significant adverse impact on your financial picture, such as premature death, disability, property and casualty losses, or the need for long-term care planning. Advice may be provided on ways to minimize such risks and about weighing the costs of purchasing insurance versus the benefits of doing so and, likewise, the potential cost of not purchasing insurance (“self-insuring”). Review of existing insurance policies to ensure proper coverage for life, health, disability, long-term care, liability, home, and automobile.  Tax Planning Strategies Advice may include ways to minimize current and future income taxes as a part of your overall financial planning picture. For example, we may make recommendations on which type of account(s) or specific investments should be owned based in part on their “tax efficiency,” with the consideration that there is always a possibility of future changes to federal, state or local tax laws and rates that may impact your situation. We recommend that you consult with a qualified tax professional before initiating any tax planning strategy, and we may provide you with contact information for accountants or attorneys who specialize in this area if you wish to hire someone for such purposes. We will participate in meetings or phone calls between you and your tax professional with your approval. We recommend that you consult with a qualified tax professional when you initiate, update, or complete tax planning activities. Xena FP does not provide specific individualized legal or tax advice. Please consult a qualified legal or tax advisor where such advice is necessary or appropriate. Educational Seminars We may provide seminars on an “as announced” basis for groups seeking general advice on investments and other areas of personal finance. The content of these seminars will vary depending upon the needs of the attendees. These seminars are purely educational in nature and do not involve the sale of any investment products. Information presented will not be based on any individual’s person’s need, nor does Xena FP provide individualized investment advice to attendees during these seminars. Educational Articles We may provide educational articles or contribute to editorial initiatives on an “as requested” basis for publications seeking to further public financial literacy on investments and other areas of personal finance. The content of these articles will vary depending upon the needs of the publications. These articles are purely educational in nature and do not involve the sale of any investment products. Information presented will not be based on any individual’s person’s need, nor does Xena FP provide individualized investment advice to readers through these articles. Wrap Fee Programs We do not participate in wrap fee programs. Assets Under Management Xena FP currently reports $104,461,476 in discretionary Assets Under Management as of December 31, 2025.  ITEM 5: FEES AND COMPENSATION Xena FP is a fee-only firm. Xena FP is compensated solely by professional fees received directly from its clients. Neither Xena FP, nor any related person associated with Xena FP, receives compensation that is contingent on the purchase or sale of a financial product. Neither Xena FP, nor any related person of Xena FP, accepts any sales commissions, referral fees, service fees, or other form of compensation from any third party, nor does Xena FP or any related person compensate anyone else directly or indirectly for client referrals. Fees are generally negotiable and are paid as described below, directly by the client. Investment Management Fees A. Xena FP’s Investment Management fee is based on the market value of assets designated to be under our management as reported by the custodian that maintains a client’s account(s), and is calculated according to the below listed fee schedule. The annual fees are negotiable. Some clients may have different fee schedules based on their legacy relationship with the firm or other factors. Market Value of Assets at end of Quarter Xena FP Annual Fee (Paid Quarterly) $0 - $1,000,000 1.00% $1,000,001 - $5,000,000 0.50% $5,000,001 and up 0.35% B. Fees are directly debited from Client accounts, or the Client may choose to pay by ACH or credit card. The annual fee is a tiered fee and is calculated by assessing the percentage rates using the predefined levels of assets as shown in the above chart and applying the fee to the account value as of the last day of the quarter. C. Fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which may be incurred by the Client. Clients may incur certain charges imposed by custodians, brokers, and other third parties such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer, and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual fund and exchange-traded funds also charge internal management fees, which are disclosed in a fund's prospectus. These charges, fees, and commissions are exclusive of and in addition to Xena FP’s fee, and Xena FP shall not receive any portion of these commissions, fees, and costs. D. Fees are pro-rated and are paid in arrears on a quarterly basis. Agreements initiated or terminated during a calendar quarter will be charged a pro-rated fee based on the days of service in the billing period. An agreement may be terminated at any time by either party with written notice. Since fees are paid  in arrears, no refund will be needed upon termination of the agreement. Financial Planning Fees A. The Financial Planning fee consists of an annual flat amount ranging from a minimum of $10,000 and up to $36,000. This may be waived at Xena FP’s discretion, and is frequently waived for Investment Management clients with assets under management over $1,000,000. The fee is negotiable. If a Client has Investment Management assets under management below $1,000,000, the complexity of the client’s financial profile and specific needs of the client are used to set the annual fee. Complexity and specific needs may include household size, income and income sources (e.g., W2 or self-employed, equity, or deferred compensation), net worth, debt levels and types, small business ownership, estate planning considerations, investment real estate ownership, other assets or debts that introduce tax complexity, need for education planning, level of invested assets, quantity and tax allocation of investment accounts, or legacy portfolio assets. Some clients may have different fee schedules based on their legacy relationship with the firm or other factors. B. Fees are directly debited from Client accounts, or the Client may choose to pay by ACH or credit card. C. Fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which may be incurred by the Client. Clients may incur certain charges imposed by custodians, brokers, and other third parties such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer, and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual fund and exchange-traded funds also charge internal management fees, which are disclosed in a fund's prospectus. These charges, fees, and commissions are exclusive of and in addition to Xena FP’s fee, and Xena FP shall not receive any portion of these commissions, fees, and costs. D. Fees are pro-rated and are paid in arrears on a quarterly basis. Agreements initiated or terminated during a calendar quarter will be charged a pro-rated fee based on the days of service in the billing period. An agreement may be terminated at any time by either party with written notice. Since fees are paid in arrears, no refund will be needed upon termination of the agreement. Fee Schedule for Combined Services - Financial Planning and Investment Management The majority of Xena FP clients utilize both Financial Planning and Investment Management services in combination. In these cases, the combined fee schedules below apply.  For clients with up to $1,000,000 designated to be under Xena FP’s management, the following fee schedule shall generally apply: Market Value of Assets at end of Quarter Annual Financial Planning Fee Annual Investment Management Fee $0 - $1,000,000 0.00% $1,000,001 - $5,000,000 n/a $10,000 $5,000,001 and up n/a For clients with more than $1,000,000 designated to be under Xena FP’s management, the following fee schedule shall generally apply: Market Value of Assets at end of Quarter Annual Financial Planning Fee Annual Investment Management Fee $0 - $1,000,000 1.00% $1,000,001 - $5,000,000 0.50% $0 $5,000,001 and up 0.35% Examples: A client with $750,000 of assets designated to be under Xena FP’s management will have an annual financial planning fee of $10,000 plus an annual investment management fee of $0. A client with $1,750,000 of assets designated to be under Xena FP’s management will have an annual financial planning fee of $0 and an annual investment management fee of $13,750 ($100,000 * 0.01 + 750,000 * 0.005 = $10,000 + $3,750 = $13,750). A. The asset-based fees set forth above are based on the market value of assets designated to be under our management as reported by the custodian that maintains a client’s account(s). The annual fees are negotiable. Some clients may have different fee schedules based on their legacy relationship with the firm or other factors. B. Fees are directly debited from Client accounts, or the Client may choose to pay by ACH or credit card. The annual asset-based fee is a tiered fee and is calculated by assessing the percentage rates using the predefined levels of assets as shown above and applying the fee to the account value as of the last day of the quarter. C. Fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which may be incurred by the Client. Clients may  incur certain charges imposed by custodians, brokers, and other third parties such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer, and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual fund and exchange-traded funds also charge internal management fees, which are disclosed in a fund's prospectus. These charges, fees, and commissions are exclusive of and in addition to Xena FP’s fee, and Xena FP shall not receive any portion of these commissions, fees, and costs. D. Fees are pro-rated and are paid in arrears on a quarterly basis. Agreements initiated or terminated during a calendar quarter will be charged a pro-rated fee based on the days of service in the billing period. An agreement may be terminated at any time by either party with written notice. Since fees are paid in arrears, no refund will be needed upon termination of the agreement. Educational Seminar Fees Speaking engagements are billed based on a fixed fee which ranges in price between $500 - $4,000 (exclusive of travel-cost reimbursement) depending on the length, location and enrollment. The client and Xena FP will agree on the fixed fee associated with a specific engagement before it occurs. The fee is negotiable, and speaking engagements may be provided pro bono. The fee will be collected after the speaking engagement is performed. Educational Seminar Termination: ● If the advisor terminates the engagement because of inclement weather and has made all reasonable attempts to make alternative travel arrangements, the client does not owe any speaker fees but is responsible for any non-refundable travel expenses already incurred. ● If the advisor terminates the engagement due to health or similar unforeseen circumstances, the client does not owe any fees (no speaker fee, no travel expenses). ● If the client terminates the engagement for any reason besides weather or similar unforeseen causes, the client will be responsible for reimbursements of any nonrefundable travel expenses already incurred, and will provide payment for 50% of the speaking fee if the termination occurs within 30 days of the event. In the event of termination, no refund is necessary because no fees are paid until the end. The fee is payable by check or Electronic Funds Transfer. Educational Article Fees Educational articles or contributions to editorial initiatives are billed based on a fixed fee which ranges in price between $350 - $4,000 depending on the length and format of the article or initiative. The client and Xena FP will agree on the fixed fee associated with a specific body of work before it occurs. The fee is negotiable, and may be provided pro bono. The fee will be collected after the work is performed and relevant content is delivered.  Other Types of Fees and Expenses Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which may be incurred by the Client. Clients may incur certain charges imposed by custodians, brokers, and other third parties such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer, and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual fund and exchange-traded funds also charge internal management fees, which are disclosed in a fund's prospectus. Such charges, fees, and commissions are exclusive of and in addition to our fee, and we shall not receive any portion of these commissions, fees, and costs. Item 12 further describes the factors that we consider in selecting or recommending broker-dealers for Client’s transactions and determining the reasonableness of their compensation (e.g., commissions). We do not accept 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 We do not offer performance-based fees and do not engage in side-by-side management. ITEM 7: TYPES OF CLIENTS We provide financial planning and portfolio management services to individuals and high net-worth individuals. We do not have a minimum account size requirement. ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Fundamental analysis involves analyzing individual companies and their industry groups, such as a company’s financial statements, details regarding the company’s product line, the experience, and expertise of the company’s management, and the outlook for the company’s industry. The resulting data is used to measure the true value of the company’s stock compared to the current market value. The risk of fundamental analysis is that the information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock’s value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Technical analysis involves using chart patterns, momentum, volume, and relative strength  in an effort to pick sectors that may outperform market indices. However, there is no assurance of accurate forecasts or that trends will develop in the markets we follow. In the past, there have been periods without discernible trends and similar periods will presumably occur in the future. Even where major trends develop, outside factors like government intervention could potentially shorten them. Furthermore, one limitation of technical analysis is that it requires price movement data, which can translate into price trends sufficient to dictate a market entry or exit decision. In a trendless or erratic market, a technical method may fail to identify trends requiring action. In addition, technical methods may overreact to minor price movements, establishing positions contrary to overall price trends, which may result in losses. Finally, a technical trading method may underperform other trading methods when fundamental factors dominate price moves within a given market. Cyclical analysis is a type of technical analysis that involves evaluating recurring price patterns and trends based upon business cycles. Economic/business cycles may not be predictable and may have many fluctuations between long-term expansions and contractions. The lengths of economic cycles may be difficult to predict with accuracy and therefore the risk of cyclical analysis is the difficulty in predicting economic trends and consequently the changing value of securities that would be affected by these changing trends. Charting analysis involves the gathering and processing of price and volume information for a particular security. This price and volume information is analyzed using mathematical equations. The resulting data is then applied to graphing charts, which is used to predict future price movements based on price patterns and trends. Charts may not accurately predict future price movements. Current prices of securities may not reflect all information about the security and day-to-day changes in market prices of securities may follow random patterns and may not be predictable with any reliable degree of accuracy. Modern Portfolio Theory The underlying principles of MPT are: ● Investors are risk averse. The only acceptable risk is that which is adequately compensated by an expected return. Risk and investment return are related and an increase in risk requires an increased expected return. ● Markets are efficient. The same market information is available to all investors at the same time. The market prices every security fairly based upon this equal availability of information. ● The design of the portfolio as a whole is more important than the selection of any particular security. The appropriate allocation of capital among asset classes will have far more influence on long-term portfolio performance than the selection of individual securities. ● Investing for the long-term (preferably longer than ten years) becomes critical  to investment success because it allows the long-term characteristics of the asset classes to surface. ● Increasing diversification of the portfolio with lower correlated asset class positions can decrease portfolio risk. Correlation is the statistical term for the extent to which two asset classes move in tandem or opposition to one another. Passive Investment Management We practice passive investment management. Passive investing involves building portfolios that are comprised of various distinct asset classes. The asset classes are weighted in a manner to achieve the desired relationship between correlation, risk, and return. Funds that passively capture the returns of the desired asset classes are placed in the portfolio. The funds that are used to build passive portfolios are typically index mutual funds or exchange-traded funds. Passive investment management is characterized by low portfolio expenses (i.e. the funds inside the portfolio have low internal costs), minimal trading costs (due to infrequent trading activity), and relative tax efficiency (because the funds inside the portfolio are tax efficient and turnover inside the portfolio is minimal). In contrast, active management involves a single manager or managers who employ some method, strategy or technique to construct a portfolio that is intended to generate returns that are greater than the broader market or a designated benchmark. Material Risks Involved All investing strategies we offer involve risk and may result in a loss of your original investment which you should be prepared to bear. Many of these risks apply equally to stocks, bonds, commodities, and any other investment or security. Material risks associated with our investment strategies are listed below. Modern Portfolio Theory (MPT): While foundational to investment management, faces several significant risks that can impact its effectiveness. The theory's reliance on assumptions about market efficiency and rational investor behavior often clashes with real-world market dynamics, where emotions and behavioral biases play crucial roles. Its heavy dependence on historical data for optimization may not adequately predict future market relationships, while its static nature struggles to adapt to rapidly changing market conditions. Implementation challenges arise from transaction costs, rebalancing needs, and liquidity constraints. The theory's effectiveness is further compromised by increasing global market correlations that reduce diversification benefits, particularly during crisis periods. Additionally, practical constraints, time horizon mismatches, and the complexity of the optimization process can create gaps between theoretical recommendations and real-world portfolio management needs. Passive investment management: While offering benefits like low costs and broad market exposure, passive investment management carries several notable risks that investors should consider. Market capitalization-weighted indices can lead to concentration risk, particularly  when certain sectors or companies become overvalued, potentially exposing investors to bubbles or market corrections. The growing popularity of passive investing itself poses potential systemic risks, as it may reduce price discovery efficiency and market liquidity while potentially increasing market volatility during stress periods. Market Risk: Market risk involves the possibility that an investment’s current market value will fall because of a general market decline, reducing the value of the investment regardless of the operational success of the issuer’s operations or its financial condition. Strategy Risk: The Adviser’s investment strategies and/or investment techniques may not work as intended. Small and Medium Cap Company Risk: Securities of companies with small and medium market capitalizations are often more volatile and less liquid than investments in larger companies. Small and medium cap companies may face a greater risk of business failure, which could increase the volatility of the Client’s portfolio. Turnover Risk: At times, the strategy may have a portfolio turnover rate that is higher than other strategies. A high portfolio turnover would result in correspondingly greater brokerage commission expenses and may result in the distribution of additional capital gains for tax purposes. These factors may negatively affect the account’s performance. Limited markets: Certain securities may be less liquid (harder to sell or buy) and their prices may at times be more volatile than at other times. Under certain market conditions, we may be unable to sell or liquidate investments at prices we consider reasonable or favorable or find buyers at any price. Concentration Risk: Certain investment strategies focus on particular asset-classes, industries, sectors or types of investment. From time to time these strategies may be subject to greater risks of adverse developments in such areas of focus than a strategy that is more broadly diversified across a wider variety of investments. Interest Rate Risk: Bond (fixed income) prices generally fall when interest rates rise, and the value may fall below par value or the principal investment. The opposite is also generally true: bond prices generally rise when interest rates fall. In general, fixed income securities with longer maturities are more sensitive to these price changes. Most other investments are also sensitive to the level and direction of interest rates. Legal or Legislative Risk: Legislative changes or Court rulings may impact the value of investments, or the securities’ claim on the issuer’s assets and finances. Inflation: Inflation may erode the buying power of your investment portfolio, even if the dollar value of your investments remains the same. Risks Associated with Securities Apart from the general risks outlined above which apply to all types of investments, specific securities may have other risks.  Commercial Paper is, in most cases, an unsecured promissory note that is issued with a maturity of 270 days or less. Being unsecured the risk to the investor is that the issuer may default. Common stocks may go up and down in price quite dramatically, and in the event of an issuer’s bankruptcy or restructuring could lose all value. A slower-growth or recessionary economic environment could have an adverse effect on the price of all stocks. Corporate Bonds are debt securities to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Alternatively, investors can purchase other debt securities, such as zero coupon bonds, which do not pay current interest, but rather are priced at a discount from their face values and their values accrete over time to face value at maturity. The market prices of debt securities fluctuate depending on factors such as interest rates, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. The longer the time to a bond’s maturity, the greater its interest rate risk. Bank Obligations including bonds and certificates of deposit may be vulnerable to setbacks or panics in the banking industry. Banks and other financial institutions are greatly affected by interest rates and may be adversely affected by downturns in the U.S. and foreign economies or changes in banking regulations. Municipal Bonds are debt obligations generally issued to obtain funds for various public purposes, including the construction of public facilities. Municipal bonds pay a lower rate of return than most other types of bonds. However, because of a municipal bond’s tax-favored status, investors should compare the relative after-tax return to the after-tax return of other bonds, depending on the investor’s tax bracket. Investing in municipal bonds carries the same general risks as investing in bonds in general. Those risks include interest rate risk, reinvestment risk, inflation risk, market risk, call or redemption risk, credit risk, and liquidity and valuation risk. Exchange Traded Funds prices may vary significantly from the Net Asset Value due to market conditions. Certain Exchange Traded Funds may not track underlying benchmarks as expected. ETFs are also subject to the following risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value; (ii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. The Adviser has no control over the risks taken by the underlying funds in which the Clients invest. Mutual Funds: When a Client invests in open-end mutual funds or ETFs, the Client indirectly bears its proportionate share of any fees and expenses payable directly by those funds. Therefore, the Client will incur higher expenses, many of which may be duplicative. In addition, the Client's overall portfolio may be affected by losses of an underlying fund  and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). ITEM 9: DISCIPLINARY INFORMATION Xena FP and its management have not been involved in legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of Xena FP or the integrity of its management. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS No Xena FP employee is registered, or has an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. No Xena FP employee is registered, or has an application pending to register, as a futures commission merchant, commodity pool operator or a commodity trading advisor. Neither Xena FP nor any of its management persons have any relationship or arrangement with any related person below: ● broker-dealer, municipal securities dealer, or government securities dealer or broker ● investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund) futures commission merchant, commodity pool operator, or commodity trading advisor lawyer or law firm insurance company or agency real estate broker or dealer ● other investment adviser or financial planner ● ● banking or thrift institution ● accountant or accounting firm ● ● ● pension consultant ● ● sponsor or syndicator of limited partnerships Xena FP only receives compensation directly from Clients. We do not receive compensation from any outside source. Recommendations or Selections of Other Investment Advisers  Xena FP does not recommend Clients to Outside Managers to manage their accounts. ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Xena FP 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. Our Clients entrust us with their funds and personal information, which in turn places a high standard on our conduct and integrity. Our fiduciary duty is a core aspect of our Code of Ethics and represents the expected basis of all of our dealings. The firm also adheres to the Code of Ethics and Professional Responsibility adopted by the CFP® Board of Standards Inc., and accepts the obligation not only to comply with the mandates and requirements of all applicable laws and regulations but also to take responsibility to act in an ethical and professionally responsible manner in all professional services and activities. Code of Ethics Description This code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield associated persons from liability for personal trading or other conduct that violates a fiduciary duty to advisory Clients. A summary of the Code of Ethics' Principles is outlined below. • Integrity - Associated persons shall offer and provide professional services with integrity. • Objectivity - Associated persons shall be objective in providing professional services to Clients. • Competence - Associated persons shall provide services to Clients competently and maintain the necessary knowledge and skill to continue to do so in those areas in which they are engaged. • Fairness - Associated persons shall perform professional services in a manner that is fair and reasonable to Clients, principals, partners, and employers, and shall disclose conflict(s) of interest in providing such services. • Confidentiality - Associated persons shall not disclose confidential Client information without the specific consent of the Client unless in response to proper legal process, or as required by law. • Professionalism - Associated persons' conduct in all matters shall reflect the credit of the profession. • Diligence - Associated persons shall act diligently in providing professional services. We periodically review and amend our Code of Ethics to ensure that it remains current, and  we require all firm access persons to attest to their understanding of and adherence to the Code of Ethics at least annually. Our firm will provide a copy of its Code of Ethics to any Client or prospective Client upon request. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest Neither our firm, its associates or any related person is authorized to recommend to a Client or effect a transaction for a Client, involving any security in which our firm or a related person has a material financial interest, such as in the capacity as an underwriter, adviser to the issuer, etc. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest From time to time, Xena FP or its related persons will invest in the same securities that Xena FP or a related person recommends to clients. This has the potential to create a conflict of interest because it affords Xena FP or its related persons the opportunity to profit from the investment recommendations made to clients. Xena FP’s policies and procedures and code of ethics address this conflict of interest by prohibiting such trading by Xena FP or its related persons if it would be to the detriment of any client and by monitoring for compliance through the reporting and review of personal securities transactions. In all instances Xena FP will act in the best interests of its clients. Trading Securities At/Around the Same Time as Client’s Securities From time to time, Xena FP or its related persons will buy or sell securities for client accounts at or about the same time that Xena FP or a related person buys or sells the same securities for its own (or the related person’s own) account. This has the potential to create a conflict of interest because it affords Xena FP or its related persons the opportunity to trade either before or after the trade is made in client accounts, and profit as a result. Xena FP’s policies and procedures and code of ethics address this conflict of interest by prohibiting such trading by Xena FP or its related persons if it would be to the detriment of any client and by monitoring for compliance through the reporting and review of personal securities transactions. In all instances Xena FP will act in the best interests of its clients. ITEM 12: BROKERAGE PRACTICES Factors Used to Select Custodians and/or Broker-Dealers Xena FP considers several factors when recommending a custodial broker-dealer for client transactions and determining the reasonableness of such custodial broker-dealer’s compensation. Such factors include the custodial broker-dealer’s industry reputation and financial stability, service quality and responsiveness, execution price, speed and accuracy, reporting abilities, and general expertise. Assessing these factors as a whole allows Xena FP to fulfill its duty to seek best execution for its clients’ securities transactions. However, Xena FP does not guarantee that the custodial broker-dealer recommended for client  transactions will necessarily provide the best possible price, as price is not the sole factor considered when seeking best execution. 1. Research and Other Soft-Dollar Benefits Xena FP does not receive research and other soft dollar benefits in connection with client securities transactions, which are known as “soft dollar benefits”. However, the custodial broker-dealer(s) recommended by Xena FP do provide certain products and services that are intended to directly benefit Xena FP, clients, or both. Such products and services are further described below. 2. Brokerage for Client Referrals We receive 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 We recommend a specific custodian for Clients to use. Clients may not direct us to use a specific broker-dealer to execute transactions. The Custodian and Brokers We Use (Charles Schwab & Co., Inc.) We recommend that our clients use Charles Schwab & Co., Inc. (“Schwab”), a registered broker-dealer, member SIPC, as the qualified custodian. We are independently owned and operated and are not affiliated with Schwab. Schwab will hold your assets in a brokerage account and buy and sell securities when we/you instruct them to. While we recommend that you use Schwab as custodian/ broker, you will decide whether to do so and will open your account with Schwab by entering into an account agreement directly with them. We do not open the account for you, although we may assist you in doing so. Your brokerage and custody costs: For our clients’ accounts that Schwab maintains, Schwab generally does not charge you separately for custody services but is compensated by charging you commissions or other fees on trades that it executes or that settle into your Schwab account. Certain trades (for example, many mutual funds and ETFs) may not incur Schwab commissions or transaction fees. Schwab is also compensated by earning interest on the uninvested cash in your account in Schwab’s Cash Features Program. In addition to commissions, Schwab charges you 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. These fees are in addition to the commissions or other compensation you pay the executing broker- dealer. Because of this, in order to minimize your trading costs, we have Schwab execute most trades for your account. We have determined that having Schwab execute most trades is consistent with our duty to seek “best execution” of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see “How we select brokers/custodians”). Products and services available to us from Schwab: Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms like us. They provide our clients and us  with access to their institutional brokerage services (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. Following is a more 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. 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 a 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 ● 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 ● Consulting on technology, compliance, legal, and business needs ● Publications and conferences on practice management and business succession The receipt of these products and services creates a conflict of interest to the extent it causes Xena FP to recommend Schwab as opposed to a comparable custodial broker-dealer. Xena FP addresses this conflict of interest by fully disclosing it in this brochure, evaluating Schwab based on the value and quality of its services as realized by clients, and by periodically evaluating alternative broker-dealers to recommend.  The Custodian and Brokers We Use (Altruist) Certain legacy clients still maintain assets related to investment advisory services through Altruist Financial LLC (“Altruist”), an unaffiliated SEC-registered broker dealer and FINRA/SIPC member that provides custody, clearing and execution services. Xena FP’s legacy clients may have established brokerage accounts through Altruist. Xena FP maintains an institutional relationship with Altruist for legacy clients whereby Altruist provides certain benefits to Xena FP, including a variety of available investments and integration with software tools that can benefit Xena FP and its clients. More specifically, Altruist has agreed to reimburse Xena FP for certain third-party vendor expenses that Xena FP incurs in the operation of its business (namely, for the third-party vendors that provide client relationship management software and financial planning software to Xena FP). This provides an incentive for Xena FP to retain clients’ assets under the custody of Altruist, which is a conflict of interest. Xena FP addresses this conflict of interest by fully disclosing it in this brochure, by evaluating Altruist based on the value and quality of its services as realized by clients, and by periodically evaluating alternative custodians to recommend (such as Schwab). Xena FP is not affiliated with Altruist. Altruist does not supervise Xena FP, its agents, activities, or its regulatory compliance. The Custodian and Brokers We Use (Utah my529) For 529 plans, Xena FP may also recommend the use of a 529 college savings plan sponsored by the State of Utah. Although money contributed to my529 may be invested in portfolios that invest in underlying mutual funds, my529 is not itself a mutual fund. The State of Utah has created a trust specifically for the purpose of offering 529 college savings plans, including my529. My529 is a 529 plan legally known as a “qualified tuition program.” Section 529 qualified tuition programs are intended to be used to save only for qualified education expenses of a beneficiary. Investments in my529 are not insured or guaranteed. However, Federal Deposit Insurance Corporation (FDIC) insurance is provided for the FDIC-insured accounts up to certain limits. Units in my529 are not registered with the United States Securities and Exchange Commission (SEC) or with any state securities regulators. Aggregating (Block) Trading for Multiple Client Accounts Generally, we combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as “block trading”). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. The distribution of the shares purchased is typically proportionate to the size of the account, but it is not based on account performance or the amount or structure of management fees. Subject to our discretion, regarding particular circumstances and market conditions, when we combine orders, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs. Accounts owned by our firm or persons associated with our firm may participate in block trading with your accounts; however, they will not be given preferential treatment.  ITEM 13: REVIEW OF ACCOUNTS James Hindes, Partner and CCO of Xena FP, will work with Clients to obtain current information regarding their assets and investment holdings and will review this information as part of our financial planning services. Client accounts with the Investment Advisory Service will be reviewed at least annually by James Hindes, Partner and CCO. The account is reviewed with regards to the Client’s investment policies and risk tolerance levels. Events that may trigger a special review would be unusual performance, addition or deletions of Client imposed restrictions, excessive draw-down, volatility in performance, or buy and sell decisions from the firm or per Client's needs. Clients will receive trade confirmations from the broker(s) for each transaction in their accounts as well as monthly or quarterly statements and annual tax reporting statements from their custodian showing all activity in the accounts, such as receipt of dividends and interest. Xena FP does not provide specific reports to financial planning Clients, other than financial plans; and will not provide written reports to Investment Advisory Clients. ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION We do not receive any economic benefit, directly or indirectly, from any third party for advice rendered to our Clients. Nor do we, directly or indirectly, compensate any person who is not advisory personnel for Client referrals. We receive an economic benefit from Schwab and Altruist in the form of the support products and services it makes available to us and other independent investment advisors as further described in Item 12, above. The availability of Schwab’s and Altruist’s products and services to us is not based on our giving particular investment advice, such as buying particular securities for our clients. ITEM 15: CUSTODY Xena FP does not accept custody of Client funds except in the instance of withdrawing Client fees. For Client accounts in which Xena FP directly debits their advisory fee: i. Concurrent to each fee deduction, Xena FP will send a copy of its invoice to the custodian. ii. The custodian will send at least quarterly statements to the Client showing all disbursements for the account, including the amount of the advisory fee.  iii. The Client will provide written authorization to Xena FP, permitting them to be paid directly for their accounts held by the custodian. Clients should receive at least quarterly statements from the broker-dealer, bank or other qualified custodian that holds and maintains Client's investment assets. We urge you to carefully review such statements and compare such official custodial records to the invoices containing billing information that we may provide to you. Our invoices may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. ITEM 16: INVESTMENT DISCRETION For those Client accounts where we provide Investment Management Services, we maintain discretion over Client accounts with respect to securities to be bought and sold and the amount of securities to be bought and sold. Investment discretion is explained to Clients in detail when an advisory relationship has commenced. At the start of the advisory relationship, the Client will execute a Limited Power of Attorney, which will grant our firm discretion over the account. Additionally, the discretionary relationship will be outlined in the advisory contract and signed by the Client. ITEM 17: VOTING CLIENT SECURITIES We do not vote client proxies. Therefore, Clients maintain exclusive responsibility for: (1) voting proxies, and (2) acting on corporate actions pertaining to the Client’s investment assets. The Client shall instruct the Client’s qualified custodian to forward to the Client copies of all proxies and shareholder communications relating to the Client’s investment assets. If the Client would like our opinion on a particular proxy vote, they may contact us at the number listed on the cover of this brochure. In most cases, you will receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, we would forward them directly to you by mail, unless you have authorized our firm to contact you by electronic mail, in which case, we would forward you any electronic solicitation to vote proxies. ITEM 18: FINANCIAL INFORMATION Registered Investment Advisers are required in this Item to provide you with certain financial information or disclosures about our financial condition. We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to Clients, and we have not been the subject of a bankruptcy proceeding. Xena FP will not bill an amount above $1,200, six months or more in advance.