XML FINANCIAL GROUP

12/01/2025 ADV Part 2A Disclosure Brochure Item 1: Cover Page 6901 Rockledge Drive, Suite 730 Bethesda, MD 20817 301.770.5234 www.xmlfg.com This brochure provides information about the qualifications and business practices of XML Financial Group (hereinafter “XML”, “we” or “Firm”). If you have any questions about the contents of this brochure, please contact us at (301) 770-5234 and/or info@xmlfg.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. XML is a registered investment adviser. Registration with the SEC or any state securities authority does not imply a certain level of skill or training. Additional information about XML is available on the SEC’s website at https://adviserinfo.sec.gov/firm/summary/284987. If you would like any of XML’s materials referred to in this brochure or otherwise in a larger font, a hard copy mailed to you, or reviewed verbally with a staff member or have any questions, please contact info@xmlfg.com.  XML Financial Group 2A Brochure Item 2. Material Changes This section addresses material changes that were made to this brochure since the last annual update on March 28, 2025. It provides potential clients and current clients with a summary of such changes and other disclosures. Pursuant to SEC rules, clients will receive a summary of material changes to this and subsequent brochures within 120 days of the close of XML’s fiscal year, which is December 31. A complete brochure will be provided based on significant changes and will be available upon request at any time, without charge. • Added content related to XML’s arrangement with CAIS and other product sponsors to offer Alternative/Private Investments, their associated risks, conflicts and compensation arrangements. Refer to Items Item 5. Fees and Compensation, under Item 8., Risks of Investments & Principal Loss, Item 10. Other Financial Industry Activities and Affiliations, • XML has a referral arrangement with an insurance agency, LifestyleLife, to refer clients who wish to discuss insurance related products, options and guidance. Refer to Item 14. Client Referrals and Other Compensation. • Added a statement that XML is not structured to support Day Trading and notice of the Customer Identification Program (“CIP”) for verification of the identity of individuals and entities). Refer to Item 7. Types of Clients. Page | 2  XML Financial Group 2A Brochure Item 3. Table of Contents Item 1. Cover Page ................................................................................................................................................................................................. 1 Item 2. Material Changes ..................................................................................................................................................................................... 2 Item 3. Table of Contents ..................................................................................................................................................................................... 3 Item 4. Advisory Business .................................................................................................................................................................................... 4 Item 5. Fees and Compensation........................................................................................................................................................................ 9 A Percentage of Asset Under Management ........................................................................................................................................... 9 Hourly Charges and Fixed Fees .................................................................................................................................................................. 14 Additional Fees and Expenses .................................................................................................................................................................... 14 Compensation ................................................................................................................................................................................................... 15 Item 6. Performance-Based Fees and Side-by-Side Management ................................................................................................... 16 Item 7. Types of Clients ..................................................................................................................................................................................... 16 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ............................................................................................. 17 Item 9. Disciplinary Information ..................................................................................................................................................................... 24 Item 10. Other Financial Industry Activities and Affiliations ................................................................................................................ 24 Item 11. Code of Ethics, Participation in Client Transactions and Personal Trading.................................................................. 27 Item 12. Brokerage Practices ........................................................................................................................................................................... 28 Item 13. Review of Accounts ........................................................................................................................................................................... 32 Item 14. Client Referrals and Other Compensation ................................................................................................................................ 33 Item 15. Custody .................................................................................................................................................................................................. 36 Item 16. Investment Discretion ....................................................................................................................................................................... 37 Item 17. Voting Client Securities .................................................................................................................................................................... 37 Item 18. Financial Information ........................................................................................................................................................................ 37 Page | 3  XML Financial Group 2A Brochure Item 4. Advisory Business The firm’s heritage began with its Co-Founders working together in 2004. The XML firm as it stands today was formed in September of 2016 and is a Registered Investment Advisor (RIA) registered with the SEC required to adhere to the Fiduciary Standard as part of the Investment Advisers Act of 1940. XML expansive services include investment management and advisory services, both on a discretionary and non-discretionary basis, wrap fee programs, financial planning, investment advisory consulting, and retirement plan advisory services. This brochure (“Brochure”) provides clients (“client,” “you” or “your”) with information about non-wrap advisory services, the fees charged for our services and our business practices, conflicts and other important information. You should read this Brochure carefully and consult with your tax professional before you decide to engage advisory services. The wrap fee programs offered are not discussed at length in this Brochure. Those programs offer different structured services and some have different fees and minimum investment requirements. Please refer to the separate Wrap Fee Program Brochure at https://www.xmlfg.com/wrap-fee for those services. To learn more about XML’s capabilities and out extensive network with third-party professionals who can complement our services, ask your XML Wealth Advisor or visit https://www.xmlfg.com/solutions. If you would prefer this brochure, or any of XML’s materials in a larger font, a hard copy mailed to you, or reviewed verbally with a staff member or have any questions, please ask us or send a request to info@xmlfg.com. Focus Financial Partners XML is part of the Focus Financial Partners, LLC (“Focus LLC”) partnership. Specifically, XML is a wholly-owned indirect subsidiary of Focus LLC. Focus Financial Partners Inc. is the sole managing member of Focus LLC. Ultimate governance of Focus LLC is conducted through the board of directors at Ferdinand FFP Ultimate Holdings, LP. Focus LLC is majority- owned, indirectly and collectively, by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”). Investment vehicles affiliated with Stone Point Capital LLC (“Stone Point”) are indirect owners of Focus LLC. Because XML is an indirect, wholly-owned subsidiary of Focus LLC, CD&R and Stone Point investment vehicles are indirect owners of XML. Focus LLC also owns other registered investment advisers, broker-dealers, pension consultants, insurance firms, business managers and other firms (the “Focus Partners”), most of which provide wealth management, benefit consulting and investment consulting services to individuals, families, employers, and institutions. Some Focus Partners also manage or advise limited partnerships, private funds, or investment companies as disclosed on their respective Form ADVs. We have business arrangements with a subsidiary or subsidiaries of Origin Investments Group, LLC (“Origin”) and SCS Capital Management LLC (“SCS”), each an indirect, wholly-owned subsidiary of Focus LLC, under which certain clients of XML have the option of investing in certain private investment vehicles managed by Origin and SCS. XML is an affiliate of Origin and SCS by virtue of being under common control with them. Please see Items 5, 10, and 11 of this Brochure for further details. Pursuant to a management agreement between XML, Focus LLC and BR Financial Associates Management Company, LLC Page | 4  XML Financial Group 2A Brochure (the “Management Company”), the Management Company has agreed to provide persons to serve as officers and leaders of XML who, in such capacity, are responsible for the management, supervision and oversight of XML. The Management Company does not provide investment advisory services. As of December 31, 2024, XML managed $2,202,400,000 of discretionary assets and $790,800,000 of non-discretionary assets per form ADV Part 1 Regulatory Assets Under Management calculation instructions. While this brochure generally describes the services of XML, certain sections also discuss the activities of our non-advisory employees, officers, partners, (or other persons occupying a similar status or performing similar functions) and investment advisor representatives (“IARs”) who provide investment advisory services on XML’s behalf, together referred to as “Supervised Persons”. Prior to XML rendering advisory services, we request you enter into a written agreement with XML setting forth the relevant terms and conditions of the advisory relationship. This can be in the form of an investment advisory or consulting agreement or, as in the case of hourly fee services, per an invoice which memorializes the mutually agreed upon services and terms. Some IAR’s are dually licensed financial professionals, meaning they are able to provide investment advisory services through XML and/or brokerage products and services to clients of XML and non-clients of XML through XML’s affiliated broker-dealer, XML Securities, LLC (“BD”), member FINRA/SIPC. Our primary custodians are Fidelity and First Clearing, a trade name used by Wells Fargo Clearing Services, LLC, Member SIP. We are also able to offer subscription based services for accounts maintained at independent third-party custodians. Typical examples of subscription based services are 401(k) plans and 529 plans held at mutual fund companies. ACKNOWLEDGMENT OF OUR FIDUCIARY STATUS WITH RESPECT TO RETIREMENT ACCOUNTS XML is a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with respect to investment management services and investment advice provided to ERISA plans and ERISA plan participants. XML is also a fiduciary under section 4975 of the Internal Revenue Code of 1986, as amended (the “IRC”) with respect to investment management services and investment advice provided to individual retirement accounts (“IRAs”), ERISA plans, and ERISA plan participants. As such, XML is subject to specific duties and obligations under ERISA and the IRC, as applicable, that include, among other things, prohibited transaction rules which are intended to prohibit fiduciaries from acting on conflicts of interest. When a fiduciary gives advice, the fiduciary must either avoid certain conflicts of interest or rely upon an applicable prohibited transaction exemption. As a fiduciary, we have duties of care and of loyalty to you and are subject to obligations imposed on us by the federal and state securities laws. As a result, you have certain rights that you cannot waive or limit by contract. Nothing in our agreement with you should be interpreted as a limitation of our obligations under the federal and state securities laws or as Page | 5  XML Financial Group 2A Brochure a waiver of any unwaivable rights you possess. A Firm and IARs have an economic incentive to encourage investors to roll over assets into a retirement account for which the Firm and IAR will receive compensation or an increase in compensation. In contrast, if the investor leaves his/her assets in their existing plan or rolls the assets to a plan sponsored by their new employer, then the Firm and IARs will likely not earn compensation. Investors are under no obligation to roll over employer plan assets to an IRA or Plan under the Firm. Therefore, we have a Conflict of Interest when we make a recommendation to: • Move assets that we are not being compensated on to an account/service that we would be compensated on. • Move assets from an account/service that we are being compensated on to an account/service that would generate higher compensation to us. Transfer assets from another firm to our firm. • • Roll over assets from a qualified retirement plan to an IRA at our firm. • Engage our investment advisory consulting services regarding investing of retirement assets. Prior to initiating a rollover from a qualified plan or an Individual Retirement Account (IRA), XML encourages clients to read “Rollover Consideration” at https://www.xmlfg.com/rollover-considerations and visit XML’s Retirement Asset Education Center at https://www.xmlfg.com/retirement-asset-education-center. Portfolio/Investment Management Services XML offers portfolio/investment management services to retail investors and other types of clients, as further described herein under Item 7. In this brochure we will primarily discuss the management of client investment portfolios on a discretionary basis using the custodian Fidelity Brokerage Services LLC (“Fidelity”), however other investment advisory services are also addressed. The Advisory agreement used for discretionary portfolio management services at Fidelity is the XML Discretionary Investment Management Agreement (“IMA”). XML’s discretionary portfolio management services entail allocating, purchasing or selling of various types of securities, such as mutual funds and exchange-traded funds (“ETFs”), and may include individual debt and equity securities in accordance with clients’ investment objective indicated at the household level, versus on the individual account level. XML does not have proprietary investment products. However, we are limited to the types of products that Fidelity will allow its account owners to hold. Likewise, the IARs are limited in their recommendations to those products in which they are knowledgeable and have a capable understanding of. It is unrealistic for IARs to be proficient in all types of investment products and all the respective current product offerings in those categories. Therefore, it is important for you to ask the IAR about their and XML’s general approach to portfolio management, his/her experience and the types of products that XML’s Investment Committee typically recommends. We have a collaborative culture at XML. When possible, IARs tend to utilize the unique expertise and knowledge of other IARs to provide an elevated knowledge base to further enhance client services. XML tailors the advisory services to meet the needs of individual clients and portfolio management service in a manner Page | 6  XML Financial Group 2A Brochure consistent with those needs and objectives. XML conducts an initial consultation with each client to assess their risk tolerance, time horizon, liquidity constraints and other related factors relevant to their financial profile and the management of their portfolios. Therefore, the services provided to clients will vary. Please promptly notify us if there are changes in your financial situation or if you wish to place any limitation/restriction regarding the management of your portfolios. Should you wish to impose a reasonable restriction , please submit such request to you servicing IAR in writing. XML has procedures in place to monitor portfolio managed assets under the IMA. This service is included in the asset management fee. Assets may be excluded from the IMA, as identified, and thus the asset management fee, and corresponding services, will not be applied. Excluded assets are not included in monitoring services. XML’s monitoring program includes custodial subscription alerts, ad hoc reports generated by Supervised Persons, XML Investment Committee consultation, regular and as requested reports reviewed by Supervised Persons and IARs. XML reviews the performance of the independent investment managers within separately managed accounts (“Independent Managers”) on an annual or as needed basis and will have the ability to terminate or change an Independent Manager when the IAR believes there is a concern as to the ability of the respective manager to meet the client’s investment objective. XML seeks to review that the Independent Managers’ strategies and target allocations remain aligned with the clients’ investment objective. Financial Planning and Advisory Consulting Services XML offers financial planning and advisory consulting services. In general, the unique needs of each client will determine the scope of financial planning services. The IAR and client will discuss these needs and determine the expected level of service. Factors considered are the number of and types of accounts, assets, client goals, the complexity of the client’s estate, employment situation and other factors. The IAR can then determine if their service would be nominal and included as part of the IMA fee, or if a separate engagement and fee is warranted. A broad range of holistic financial planning services, can including the following topics, some of which will include the engagement of other specialized professionals such as your accountant, estate attorney, and insurance agent: • • • • • • Educational planning Insurance planning Tax efficient planning Retirement planning Cash flow planning Trust and estate planning Clients retain discretion over all decisions regarding the implementation of financial planning and consulting recommendations, and are under no obligation to act upon any of the recommendations made by the IAR. Neither XML nor the IAR monitors assets as part of financial planning and consulting services unless specified in writing and agreed to by the IAR. When agreed upon, the IAR can provide advice about a legacy position or other investment held by the client. Clients may engage XML to manage and/or provide advice on certain investment products that are not custodied at Fidelity under XML, such as assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). These assets are generally maintained at the custodian designated by the product’s provider. In these situations, the IAR recommends the allocation, purchase or sale of positions among the various investment options available within the Page | 7  XML Financial Group 2A Brochure product, however it will be at the discretion of the client to act upon and provide instructions to the respective product custodian. Clients must not provide an XML Supervised Person or IAR with their account access/log in credentials to any account/portal, either under XML or elsewhere, that enables the ability to effect trades, withdraw or transfer funds or change custodial documentation delivery methods. Retirement Plan Consulting XML provides various consulting services to qualified employee benefit plans and their plan fiduciaries. This suite of institutional services is designed to assist plan sponsors in structuring, monitoring and optimizing their corporate retirement plans. Each engagement is individually negotiated and customized, which typically includes the following: Plan design and strategy Plan fee and cost analysis Plan review and evaluation Plan committee consultation Executive planning & benefits Fiduciary and compliance • • • • • • • • Investment selection Participant education As disclosed in an Advisory Agreement, certain of the foregoing services are provided by XML as a “fiduciary” as defined under Section 3(21)(A)(ii) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). XML is a fiduciary with respect to investment management services and investment advice provided to ERISA plan clients, including plan participants. As such, XML is subject to specific duties and obligations under ERISA that include, among other things, prohibited transaction rules which are intended to prohibit fiduciaries from acting on conflicts of interest. Securities-Based Loan/Collateral Account at Fidelity Securities-Based Loan/Collateral Accounts are an optional account service a client engages in with the custodian. These are established in an agreement between Fidelity Brokerage Services, LLC, National Financial Services, LLC, Goldman Sachs Bank USA and each account owner/client. This type of loan uses the eligible securities in their brokerage account as loan collateral and the proceeds of which cannot be used to purchase, carry or trade securities. This type of loan allows investors access to funds without having to sell their investments for personal reasons, such as loans for education, real estate, taxes or other expenses. Such loans, using a client portfolio as collateral or use of options for leverage, has inherent high risks, are not advisable for the majority of clients, and will depend entirely on other client assets, client risk profile and appropriateness. XML is not a party to the contract and receives no additional compensation for this arrangement. The loan provider will receive interest payments on the loan from the client. Please refer to XML’s separate disclosure of conflicts regarding XML related persons involved with the Loan provider, currently Goldman Sachs. Page | 8  XML Financial Group 2A Brochure Wrap Fee Programs Certain IARs who are dually licensed financial professionals registered with the BD, are able to offer Wrap Fee Advisory Programs through XML and the BD held at First Clearing. With a Wrap Fee account, an investor pays one annual asset-based management fee, which includes the custodian trading charges, as opposed to paying those separately to the custodian. The Wrap Fee includes; the compensation paid to XML, the IAR, performance reporting, billing of the Wrap Fee Program for XML and custodial transaction charges in accordance with the Wrap Fee Program Agreement (“Program Agreement”) and the terms of engagement by XML and the BD. There are exclusions to what is covered under the Wrap Fee. Please refer to the specific exclusion in the Program Agreement and the transaction Confirmation documents provided by the custodian. The Wrap Fee Program may cost more or less than paying for such services separately. XML has a separate XML Form ADV Part 2A Appendix 1 Wrap Fee Program Brochure (“Wrap Fee Program Brochure”) which is available at https://www.xmlfg.com/wrap-fee. Item 5. Fees and Compensation XML offers advisory services for compensation based on a percentage of assets under management, hourly charge, and fixed fees (other than subscription fees). A PERCENTAGE OF ASSETS UNDER MANAGEMENT Portfolio Management Service The principal fees and costs associated with portfolio management services are the XML’s annual asset-based management fee. This fee is a percentage, calculated based on the billable assets designated under the XML Discretionary Investment Management Agreement (“IMA”) or in accordance with other advisory program agreement. Custodian transaction fees and account charges, and the underlying investments’ expenses, as applicable, are additional costs borne by the client. An asset-based fee creates a conflict in that the higher the billable assets, the higher the fee we will receive. Therefore, XML and the IAR have an incentive to increase the value of billable assets. This increase in the assets applies to both the increase in value of the assets as well as recommending the engagement of our services or recommending the addition of funds to an established account. IARs must adhere to the investment advisor fiduciary standard and act in the best interest of the client. We mitigate this conflict by enabling the IAR and client to negotiate the asset-based management fee and code assets as non-billable where the IAR and the client deem appropriate. We also established a declining tiered fee schedule. Keep in mind, as your assets grow or decline so does the annual asset management fee XML receives. Your account will be billed regardless of whether your assets increase in value or transactions occur, a common practice in the financial services industry. Asset-based Fee Schedule XML has a recommended non-wrap account fee schedule in the IMA, however the fee is negotiable with the client. The Page | 9  XML Financial Group 2A Brochure annual asset-based management fee paid by clients will vary among clients depending on the account and household asset levels, complexity of scope and service needs. The IAR considers many factors if adjusting the fee ‘off the fee schedule’. This includes, but is not limited to; the amount of assets under management, projected assets, the complexity of the investments, number of accounts, objective, account position composition, pre-existing/legacy client relationship, account retention and special considerations for certain non-profit groups or charitable organizations, relationship interactions, financial planning and consulting considerations, and the expected service level XML and ‘household’ aggregation. XML allows for clients to create a “household” of their personal and related accounts which can be aggregated for investment objective, portfolio management and fee billing. The IAR and XML have an inherent conflict when recommending the XML advisory services as there is a financial incentive for us to engage our services with you for assets that we not compensated on or to increase our compensation. We try to mitigate this conflict with training and educating IARs on their fiduciary duty and focus on what is in the best interest of the client. XML, it’s employees and the IARs are professionals and it is reasonable to be fairly compensated for their time, guidance, experience, knowledge and opinion, operational support, performance of services, evaluation whether or not to make a recommendation, even if that results in an action, a hold recommendation or no action. Our business model is not the same as a large, online, client directed or self-service operation. Therefore, our pricing is not comparable to these types of business structures. You will pay more in fees for XML’s more personalized services which is less automated and provided primarily by employees and professional staff. The IMA includes an option for a Flat Fee percentage which would override and therefore not apply to the schedule below. The IMA fee would apply to all accounts listed under the IMA with exceptions specifically noted. Clients who have legacy accounts or transferred to XML as a result of a merger or new advisor joining XML could be subject to a different fee schedule. Note: For XML employees and their family the XML asset management fee is typically either lower or waived. Portfolio Value First $1,000,000 Next $2,000,000 Next $1,000,000 Next $1,000,000 Next $1,000,000 Next $1,000,000 Next $1,000,000 Next $1,000,000 Next $1,000,000 Next $1,000,000 Next $1,000,000 Next $1,000,000 Next $1,000,000 Next $1,000,000 Above $15,000,000 Base Fee 1.25% 1.00% 0.90% 0.80% 0.70% 0.60% 0.50% 0.40% 0.30% 0.20% 0.20% 0.20% 0.20% 0.20% Negotiable Our asset-based Management Fee is payable quarterly. For accounts maintained at Fidelity, the advisory fees are assessed on cash and cash equivalents, on accrued unpaid interest, and on margin or other borrowing balances as Page | 10  XML Financial Group 2A Brochure included in the market value on which fees are assessed. For the initial quarter, fees are pro-rated and billed in arrears based on the period ending balance of the assets on the last day of the quarter. For subsequent quarters, the XML Management Fee is billed in advance, based on the average daily balance of the assets during the previous quarter. The management fee is calculated using a third-party billing software that uses pricing and data feeds and other third-party sources. Values used for billing purposes could differ from those reflected on custodial statements based on differences in the timing of when cash flows are reflected in the statements and potentially other reasons. Our asset-based fee rates sometimes differ based on the type of account the client is invested in. This presents a potential conflict of interest as it could provide an incentive for us to recommend accounts that pay a higher fee to increase our fee. We will recommend changes to account types only when we believe that the change is in your best interest. We will not increase the rate of your Management Fee indicated on Schedule A of the IMA without obtaining your consent. In the event the IMA is terminated, the fee for the final billing period will be prorated, if applicable, through the effective date of the IMA termination and any unearned portion of the fee refunded as described further in the IMA. A reduction in the asset-based management fee requires XML’s approval. An increase in the Management Fee would require a new IMA to be executed by you and XML. The IMA allows for varying fee rates to be applied for different types of accounts in a household, such as for 529 plans held directly at the fund companies. The IMA also describes how fees are typically paid from the same account managed. If you wish to deviate from the typical form of payment, that will create an additional burden on the XML billing operations and would need an exception approved by an XML principal. Example: Annual Expense Breakdown: $100,000 account at Fidelity holding only open-end mutual funds. (1.25%) $1,250 $35 XML IMA Fee Fidelity Transaction Fees (not enrolled in eDelivery)1 Average annual mutual fund expense, advisory share class (0.69%)2 $690 1 Two purchases of Non-Fidelity funds not in the “No Transaction Fee” program and three systematic withdrawals from such funds. Other account custodial fees apply depending on activity. Refer to the Fidelity Transaction Fee Schedule under XML. 2 An expense ratio reflects how much a mutual fund pays for portfolio management, administration, marketing, and distribution etc. Annual operating costs are automatically deducted by a fund company from shareholder’ returns. Refer to a fund’s prospectus. Account Additions and Withdrawal Considerations Clients who make frequent additions and withdrawals from their account are able to do so subject to XML’s right to terminate the IMA services if the account value falls below a level that we feel is no longer suitable for our services. Per the IMA agreement, the Firm reserves the right to liquidate any transferred securities to or decline to accept securities into your investment account. You may withdraw account assets subject to the usual and customary securities settlement procedures. The Firm designs portfolios as long-term investments and the withdrawal of material assets may impair our ability to manage an account towards the achievement of your investment objective. XML will consult with you about the options and implications of transferring material funds or securities out of your account. Clients are advised that when securities are liquidated they are subject to custodian’s Transaction Fee Schedule. Please be alerted to significant fees due to the timing of transactions; such as Fidelity’s Mutual Fund Short-term Trading Fee, and fees Page | 11  XML Financial Group 2A Brochure assessed by the product sponsor with early withdrawal penalties and at the mutual fund level (e.g., contingent deferred sales charges often with brokerage share classes) and/or tax ramifications. Third Party Manager Services XML may recommend the services of third-party managers. Refer to the IMA regarding the engagement of third party managers for accounts held at Fidelity. Depending on where the account is custodied, third-party managers may require a separate agreement and bill management fees in addition to XML’s Management Fee. Morningstar Managed Portfolios We may also recommend managers that operate at a different custodian such as Morningstar Managed Portfolios (“MMP”) sponsored by Morningstar Investment Services (“MIS”) with models of Mutual Fund Portfolios, ETFs, and select Stock Baskets. The annual program fees and transaction costs vary depending on the Portfolio structure, fee plan and custodian selected. In addition to the advisory paid to XML, and partly allocated to your servicing IAR, there is a separate MIS manager charge and custodian transaction charges. The XML advisory fee for the MMP typically ranges from 0.75% - 1.10% and is negotiated with your IAR, the MIS fee typically ranges from 0.30% – 0.55%. The internal expenses and charges of the individual positions within your account will be borne by you – such as the open end mutual fund and ETF expenses. The custodians have separate brokerage account applications which includes terms, conditions, and a brokerage account agreement. The custodians apply separate transaction charges which can be a per transaction charge or a flat basis point (bps) rate. Refer to the custodial fee schedule for the respective custodian. The specifics of what the fees cover and how they are billed are detailed in the respective Account Proposal, Application and Brokerage Account Custodial Agreement. The Agreement can be terminated at any time (including within five business days of entering into the agreement) without the imposition of any penalty upon written notice by the client or MIS to the other and termination will become effective on receipt of such notice. If the value of an account falls below the minimum size of $50,000 due to withdrawals or market action, MIS can terminate the account. Any termination by MIS or the client will not, however, affect the liabilities or obligations of the parties incurred or arising from transactions in Fund Shares initiated under the Agreement before such termination. Please refer to the separate MIS ADV Part 2A Brochure, New Morningstar Managed Portfolios Program Investment Management Agreement, Morningstar Managed Portfolios Fee Schedule and custodian clearing and Fee Schedule. Alternative/Private Investments XML has an arrangement with CAIS which enables XML IARS access, education, and operational efficiency to research and transact alternative investments available on the CAIS’ platform with qualifying XML clients on a non-discretionary basis. Investment vehicles within the CAIS platform include those of affiliated entities through XML’s parent company. An XML client will be presented with a point of sale disclosure if an investment product is that of an XML affiliate. We do not receive any compensation from Origin in connection with assets that our clients place in Origin’s pooled investment vehicles. XML’s clients are not advisory clients of and do not pay advisory fees to Origin. However, our clients bear the Page | 12  XML Financial Group 2A Brochure costs of Origin’s investment vehicle or vehicles in which they are invested, including any management fees and performance fees payable to Origin. The allocation of XML client assets to Origin’s or SCS’s pooled investment vehicles, rather than to an unaffiliated investment manager, increases Origin’s or SCS’s compensation and the revenue to Focus LLC relative to a situation in which our clients are excluded from Origin’s or SCS’s pooled investment vehicles or invested in an unaffiliated third party's pooled investment vehicles. As a consequence, Focus LLC has a financial incentive to encourage us to recommend that our clients invest in Origin’s or SCS’s pooled investment vehicles. XML also has arrangements with other private/alternative product sponsors. If alternative investments accepted by clients will be held in their Fidelity account, the position will be considered a billable asset per the XML IMA. That position will likely be billed at the same XML Management Fee rate, or at a lower rate or flat fee rate, as negotiated between the client and the IAR. The mechanics of billing private/alternative products can be unique with each sponsor. Sponsors may or may not have data feed engagements or custodial agreements in place nor the infrastructure to enable their investors with online access to view their position and valuations. Note that private/alternative positions valuations are provided by the sponsor, not XML, and typically do not fluctuate. Thus, the XML Management Fee for Private/alternative positions purchased and held directly with the sponsor custodian may be billed based on a flat fee as per the IMA. Depending on the private/alternative position cash distribution structure, cash may not be made available from the position to cover the XML Management Fee. XML will work with the client to make alternative arrangements for the XML Management Fee. 529 Plan Accounts We encourage you to understand the 529 plans available through your resident state and other educational saving options. Certain aspects may make one option more favorable than the other considering your unique circumstances, such as favorable tax treatment or other benefits that may only be available to residents of their home state plan, please consult with your tax professional. You should be aware of Direct/Consumer plans, which you manage on your own verses engaging a financial professional with an Advisor Sold plan. You can also choose to use another state’s 529 plan. The site www.SavingForCollege.com is a great resource: • You can view all state 529 plans and compare plans side-by-side. • Determine what are considered qualified expenses. • Learn all about Student Loans and which states do not include K-12 as qualified expenses. • You can compare other options to save using their College Savings Options. XML is able to offer advisory consulting services to Advisor Sold 529 Plans. The consulting fee paid by each client is dependent upon the 529 plan selected, the mutual fund share class of 529 investments and amount of assets held by the account. For clients opening new 529 Advisor Sold accounts with institutional or advisory mutual fund share classes, the advisory fee for those assets is generally billed at 0.75% or as negotiated with the client and reflected in the IMA. For clients converting existing 529 accounts that are only invested in brokerage-based class C shares to Page | 13  XML Financial Group 2A Brochure institutional shares, the consulting fee for those, and future assets, will be billed at 0.75%, or as negotiated with the client and reflected in the IMA. For clients converting existing 529 accounts that are only invested in class A shares to institutional shares, the consulting fee for those, and future assets, is typically 0.20%, or as negotiated by the client and reflected in the IMA. For clients converting other types of 529 plan structures the consulting fee will be determined on a case by case basis. Neither XML, nor an IAR, will receive compensation on brokerage/commission mutual fund share classes for accounts established as Advisory. However, dually registered IARs who recommend brokerage 529 plans through the BD, will receive the respective brokerage compensation separately and in addition to any other advisory services. The advisory consulting fee applied will vary between clients and will be lower for some clients based on the householding of assets under management with XML. Direct Fee Debit Through the custodial brokerage account agreement and IMA, clients provide XML and/or certain Independent Managers with the authority to directly debit their accounts for the payment of the asset-based management fees. XML calculates the fee and submits the request to deduct the fee, based upon XML’s instruction, from client’s account and deposits the fees to XML’s Firm account at Fidelity. Other fees not covered by the IMA will be paid for separately by the client and directly debited from the account by the custodian. Use of Margin Should you choose to use margin in your account a Margin agreement must be executed with the custodian. There are restrictions on the type of accounts that can utilize Margin. Please consult with your IAR regarding the use of Margin. HOURLY CHARGES AND FIXED FEES Financial Planning and Advisory Consulting & Retirement Plan Consulting Certain client situations will be better suited for XML to charge a fixed fee for financial planning and advisory consulting services. These fees are negotiable, but the typical range is from $1,000 to $10,000 annually, depending upon the scope and complexity of the services and the IAR’s level of experience rendering these services. If XML is engaged for portfolio management services under an IMA, XML may offset all or a portion of this fee for those services based upon the amount paid for the financial planning and/or consulting services, at the Firm’s suggestion or as negotiated with the client. The terms and conditions of the financial planning and/or advisory consulting engagement are set forth in an invoice or other separate agreement. Generally an annual fixed fee is billed in advance each quarter, with the first Page | 14  XML Financial Group 2A Brochure quarter pro-rated and billed in arrears. For one-time project engagements, XML generally requires one-half of the hourly fee (estimated hourly or fixed) payable at the onset of the relationship. The outstanding balance is due upon delivery of the financial plan or completion of the agreed upon service. The Firm will not, however, take receipt of $1,200 or more in prepaid fees in excess of six months in advance of services rendered. For smaller projects some IARs can provide services on an hourly fee as negotiated and agreed upon by the client. The per hour fee rate ranges from $100 - $250/hour, but could be more or less as agreed upon. The fee is billed to the client via an invoice which summarizes the scope of project. The client will then need to initiate the payment according to the invoice instructions. Agreement is necessary from the client before work is commenced. If the client is not satisfied with the completed service, a full refund of the fee paid, less any out-of-pocket Firm expenses, can be requested in writing to the Firm, Attn: Compliance Department within thirty (30) days of the receipt of completed service. All payments for invoices should be made payable to “XML Financial Group” and mailed per the invoice instruction to a branch office and not made payable to any Supervised Person. ADDITIONAL FEES AND EXPENSES In addition to XML’s annual asset management fee, hourly or fixed fee paid, clients will also incur, and be responsible for, charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions (collectively “Financial Institutions”). These additional charges include securities brokerage commissions, transaction fees, custodial fees, fees attributable to alternative assets, fees charged by the Independent Managers, margin costs, charges imposed directly to the investor by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on the custodial account and securities transactions. The Firm’s brokerage practices are described at length in Item 12. Expenses of investment products: Mutual fund and exchange traded funds (ETFs) have annual operating expense that are an additional cost for investors. Even with the use of advisory share classes, there are underlying expenses that borne by the investor. Please refer to the fund’s prospectus to review the respective share class annual operating expenses. These expenses are in addition to XML’s asset management or advisory fee and custodial transaction charges. Fidelity Transaction Fees (Refer to separate document for the Fidelity Fee Schedule). These fees apply to accounts custodied at Fidelity through XML. These fees are separate and in addition to XML’s asset management fee. The Fidelity Transaction Fee Schedule was negotiated between Fidelity and XML, and likely differs, in whole or in part, from the schedule of another investment advisor firm or that Fidelity applies to their direct retail accounts. This schedule details the transaction charges applied by Fidelity directly to your account. The types of transactions and services this covers include: equity trades placed by XML, mutual fund transaction fees – including Mutual Fund Short-term Trading Fee, fixed income principal or agency based charges, option orders, UIT, margin borrowing rates, alternative investment Page | 15  XML Financial Group 2A Brochure charges, precious metals related fees, trade-away fees, international dividends/organization fees, wire and account closeout fees. Note that effective November 4, 2019, Fidelity began offering zero or discounted transactions charges for certain online equities, ETFs, and options trades, for accounts enrolled in eDelivery. Please read through the notice provided with the Fidelity Transaction Fee Schedule as there are conditions that must be met to obtain this pricing and are exceptions to the policy. COMPENSATION Some IARs are compensated utilizing a base salary, determined in part by the assets they service and their other responsibilities at the Firm. IARs may also be compensated primarily on the assets they manage. This creates a conflict as they have an incentive to increase the amount of assets they service. There is also the potential for the award of a bonus as determined by the CEO . The Firm allows for a non-servicing IARs to receive compensation for client referrals. Please refer to Item 14. Client Referrals and Other Compensation. Principals of the Management Company are compensated per the Management Agreement and not directly in a pay- out grid related to the revenue earned in their functions as an IAR, or other securities or insurance qualification. Their compensation is based on a calculation of the financials for both XML and the BD and is not dependent solely on asst- based management fees. However, this could create a conflict to make decisions at a firm level or situational circumstance that would impact their compensation. IARs who are dually licensed financial professional are compensated based on a tiered level pay out on a net percentage basis of both their XML advisory compensation and their compensation earned through the affiliated BD. As their revenue increases so does their percentage payout. The IARs who are dually licensed financial professionals, are able to provide securities brokerage products and services under separate commission-based arrangements in their capacity as a registered representative of the BD. The Firm mitigates this by having a heightened supervision system in place for IAR’s who are within ten percent of reaching their next tier compensation level. IARs who are also insurance brokers, are able to offer insurance products in that capacity, both to clients of XML and non-clients of XML. This compensation is separate and in addition to compensation they receive for performing advisory services under XML. See Item 10. Other Financial Industry Activities and Affiliations for more information regarding the compensation associated with IAR’s providing endorsements to other entities, other products and services. This creates a conflict as they could be incentivized to make referrals for their financial gain. For more information related to the BD, the services provided and conflicts of interest refer to XML Securities’ Form CRS, Reg BI Brochure and other disclosures on https://www.xmlfg.com/brokerage-services/. Please refer to the IARs’ 2B Supplements on https://www.xmlfg.com/2badvisorsupplements and the Investment Advisor Public Disclosure (“IAPD”) located online at https://adviserinfo.sec.gov/. Page | 16  XML Financial Group 2A Brochure A conflict exists when XML recommends that an ERISA plan participant take a distribution, or transfer/rollover their Plan account, to an Individual Retirement Account (IRA) and engages our advisory services. A conflict exists as XML will receive compensation for such services that it previously was not. Please refer to the “Rollover Considerations” material located on https://www.xmlfg.com/rollover-considerations and https://www.xmlfg.com/retirement- asset-education-center. Item 6. Performance-Based Fees and Side-by-Side Management XML does not provide services for a performance-based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client’s assets). Item 7. Types of Clients XML offers advisory services to retail investors. Per the definition of Form ADV Part 3 (Form CRS), retail investors are; a natural person, or the legal representative of such natural person, who seeks to receive or receives services primarily for personal, family or household purposes. This includes individuals, including high net worth individuals, trusts and estates. We also provide services to corporations, business entities, associations, ERISA plans, pension and profit-sharing plans, charitable organizations, and trusts and estates not considered retail investors, as mentioned above. Based on our service model and infrastructure, we feel that retail investors who wish to regularly direct trades, such as on a daily or weekly basis, may not be best suited for discretionary portfolio management services. Likewise, investors with high cashflow demands which create a frequent inflow and outflow of funds place a disproportionally higher operational burden and can inhibit us from providing the portfolio management services to the best of our ability. Customer Identification Program (“CIP”): Verification of Identity (Individuals and Entities) Federal law requires financial institutions to obtain, verify, and record information that identifies each individual who opens an account or has the authorization to direct transactions. We will ask for your name, address, date of birth and other information that will allow us to properly identify you. We may also ask to visually verify your U.S. state or government issued driver's license, passport, or other valid identifying documents to your physical person. Accounts may not be titled in contradiction to government issued identification documents. For entity accounts, formation documents to verify beneficial ownership criteria and authorized individuals' identification information is required. Limitations in Service Should a client move to a state or jurisdiction which the Firm, our IAR or the custodian is not approved to conduct business or whereby is not exempt from registration, we reserve the right to suspend advisor services or temporarily reassign services internally to another IAR until proper license or registration approvals are in effect or notify you that we will be unable to service your accounts. Our restrictions in our services and to whom we can provide services to will also be affected by changes in regulations, per policies of the Firm and the custodians. IARs may be unable to make recommendations or discuss securities of which they are in possession of material non-public information, become an Page | 17  XML Financial Group 2A Brochure affiliate of XML, restrictions regarding the type of products we are able to recommend in certain types of accounts, certain products we are not registered to offer, or other such restriction, such as by Executive Order or other condition outside our control. There are restrictions for clients who move outside the United States (Offshore Customers). We defer to the applicable custodian regarding their policies and procedures. XML is not affiliated with or agents of National Financial Services (NFS) or Fidelity Brokerage Services (FBS). Nothing here in is an offer or solicitation of any security, product or service in any jurisdiction where their offer or sale would be contrary to local law or regulation. We also reserve the right not to accept funds of which we have a concern violate Anti-Money-Laundering laws such as those administered by the Financial Crimes Enforcement Network (FinCEN). Day-Trading As defined per FINRA Rule 2270, a "day-trading strategy" means an overall trading strategy characterized by the regular transmission by a customer of intra-day orders to effect both purchase and sale transactions in the same security or securities. XML does not encourage day-trading strategies and is not structured to support this activity. This activity would be better serviced by another firm. If you are considering day-trading, please read the educational material at https://www.finra.org/investors/insights/am-i-pattern-day-trader. You must notify us of your intent prior to requesting this activity. Model Act to Protect Vulnerable Adults from Financial Exploitation. We have policies and procedures in place to address situations in which we have a reasonable belief that financial exploitation of a vulnerable individual has occurred, is occurring, has been attempted or will be attempted. We reserve the right take measures to meet the immunity conditions provided by the Senior Safe Act. We will refer to SEC regulations and respective state and county laws applicable to the individual regarding addressing such matters. Emergency/Trusted Contact We urge all clients to provide us with an emergency/trusted contact. A ‘trusted contact’ is an individual you authorize us to contact in limited circumstances. These circumstances could include concerns about activity in the your account(s), if we have been unable to reach you after numerous attempts or have a reasonable concern of financial exploitation. A trusted contact could be a family member, a friend, or another reliable professional; you may have more than one trusted contact and may add or change a trusted contact at any time. A trusted contact cannot receive account balance information or direct account transactions. Learn more about this important benefit to your financial wellbeing at https://info.xmlfg.com/blog/what-is-a-trusted-contact. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies XML utilizes technical and fundamental methods of analysis. Fundamental analysis involves an evaluation of the Page | 18  XML Financial Group 2A Brochure fundamental financial condition and competitive position of a particular investment. For XML the technical process typically involves multiple analytical measurements. Some of those measures might include past performance, style drift, allocation of assets and sector rotation. XML may incorporate stocks into the recommendation of portfolio allocations as well and it we feel are in-line with the stated investment objective. The Firm may use outside, independent research to determine the technical and fundamental characteristics of any individual company. XML looks for companies that might be out of favor and pay healthy dividends or solid growth companies. For IARs who manage client assets via separate accounts, they conduct their own independent research and review of a respective manager to assess the manager’s suitability for the individual client that is recommended. They have developed their own areas of expertise and have individual style preferences. This research involves all or a combination of utilizing reputable third-party research reports and rating services, publications about the managers, commentary provided by the manager, the IAR’s own experiences, and review of prospectus materials. Investing involves risk including the risk of loss that you should be prepared to bear. IAR’s provide investment advice based on your unique needs and circumstances. As part of this process, consideration is based on several factors when developing investment strategies and analyzing specific securities, categories, products or types of investment vehicles. Generally, methods of analysis include; industry research reports, subscription ranking and reporting services, public reports, material provided by the investment company, discussions with product providers, personal experience and further education by attending industry events, both in person and held virtually. You should review the prospectus, offering memoranda, or other documents that you have received due to your participation in an investment which set out more details and information related to the respective investment’s risks. Neither XML nor the IAR can guarantee that your investments will result in your financial gain. Likewise, the skills and areas of expertise of the IARs differ. Their individual experience and knowledge will evolve through the course of your relationship. Neither XML nor the IAR can predict how an investment will perform. IARs can only base their recommendation with what they know and are presented with at the point in time that a recommendation is made. We caution investors who reflect on investment decisions with the benefit of hindsight. Risks of Investments & Principal Loss Different types of investments and strategies involve varying degrees of risk. It should not be assumed that future performance of any specific investment or investment strategy, including those recommended by an IAR, will be profitable or equal to any specific performance level of another strategy or benchmark. Please consider the following risk when engaging advisory services and considering investment decisions. Alternative/Private Investments We could recommend to certain clients who are interested and financially qualified to invest in private investment funds. Private investment funds generally involve various risk factors, including, but not limited to, the potential for high fees that reduce investment returns, the potential for complete loss of principal, and risks associated with the use of leverage, liquidity constraints, tax complexity, and lack of transparency. Unlike most publicly-traded investments, private investment Page | 19  XML Financial Group 2A Brochure funds do not provide daily liquidity or pricing. We urge clients to review carefully the complete discussion of risk factors set forth in the offering documents (including the private offering memorandum) which are provided for review and consideration for the relevant fund that we recommend. Prospective investors will be required to complete a subscription agreement and attest to their financial qualification for investment in the fund and acceptance of the risks that are associated with the investment. These investments are often difficult to sell or exit, locking up capital for long periods. Market and operational risks can lead to significant fluctuations in value. Many private equity deals use debt, amplifying both potential gains and losses. The success of investments often depends on the skills of the fund managers. These investments may be harder to value accurately, leading to pricing uncertainty. Changes in regulations can impact returns or operations. Investors may have less insight into the underlying assets compared to public markets. Capital Risk Capital risk is one of the most basic, fundamental risks of investing; it is the risk that you may lose 100 percent of your money. All investments carry some form of risk and the loss of capital is generally a risk for any investment instrument. Credit Risk Credit risk can be a factor in situations where an investment’s performance relies on a borrower’s repayment of borrowed funds. With credit risk, a client can experience a loss or unfavorable performance if a borrower does not repay the borrowed funds as expected or required. Investment holdings that involve forms of indebtedness (i.e. borrowed funds) are subject to credit risk. Currency Risk Fluctuations in the value of the currency in which your investment is denominated may affect the value of your investment and thus, your investment may be worth more or less in the future. All currency is subject to swings in valuation and thus, regardless of the currency denomination of any particular investment owned, currency risk is a realistic risk measure. Currency risk is generally a much larger factor for investment instruments denominated in currencies other than the most widely used currencies (U.S. dollar, British pound, Euro, Japanese yen, etc.). Cybersecurity The Firm’s computer systems, networks and devices used by us to conduct routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks, or devices potentially can be breached. A client could be negatively impacted as a result of a cybersecurity breach against us or a vendor we use. Cybersecurity breaches can include unauthorized access to systems, networks or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches cause disruptions and impact business operations, potentially resulting in financial losses to the firm and to those who we do business with; impediments to trading; the inability for us and other service providers to transact business, as well as the inadvertent release or exposure of your confidential or non-public personal information. Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which a client invests, Page | 20  XML Financial Group 2A Brochure governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers and other financial institutions or parties. In addition, substantial costs are incurred by these entities in order to prevent breaches in the first place. We may be unwilling to pay a ransom or unable to pay a ransom if such payment would expose us to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America. Economic Risk The prevailing economic environment is important to the health of all businesses. Some companies, however, are more sensitive to changes in the domestic or global economy than others. These companies are often referred to as cyclical businesses. Countries in which a large portion of businesses are in cyclical industries are thus also very economically sensitive and carry a higher amount of economic risk. If an investment is issued by a party located in a country that experiences economic volatility or where certain elements of an investment instrument are dependent on dealings in such countries, the investment instrument will generally be subject to a higher level of economic risk. Financial Risk Financial risk is represented by internal disruptions within an investment or the issuer of an investment that can lead to unfavorable performance of the investment. Examples of financial risk can be found notable cases like Lehman Brothers and Enron or many of the “dot com” companies that were caught up in a period of extraordinary market valuations that were not based on a company’s solid financial footing. Higher Trading Costs For any investment or strategy that involves active or frequent trading, you may experience higher than usual transaction- related costs. Higher transaction-related costs can negatively affect overall investment performance. Inflation Risk Inflation risk involves the concern that in the future, your investment or proceeds from your investment will not be worth what they are today. Throughout time, the prices of resources and end-user products generally increase and thus, the same general goods and products today will likely increase in price in the future. The longer an investment is held, the greater the chance that the proceeds from that investment will be worth less in the future than what they are today. Said another way, what you can get for a dollar today will likely get you less tomorrow. Interest Rate Risk Certain investments involve the payment of a fixed or variable rate of interest to the investment holder. Once a client has acquired the rights to an investment that pays a particular rate (fixed or variable) of interest, changes in overall interest rates in the market could affect the value of the interest-paying investment(s) they hold. In general, changes in prevailing interest rates will have an inverse relationship to the value of existing, interest paying investments. In other words, as interest rates move up, the value of an instrument paying a particular rate (fixed or variable) of interest will go down. Likewise, the reverse is generally true as well. Page | 21  XML Financial Group 2A Brochure Investment-specific Risks There is no single type of investment instrument that one can predominantly recommend, however, please be mindful that all investments carry some form and degree of risk. Certain types of investments carry greater types and levels of risk than others and clients should make sure that they fully understand not only the investment product itself but also the inherent risk factors associated with such products. Legal/Regulatory Risk Certain investments or the issuers of investments may be affected by changes in state or federal laws or in the prevailing regulatory framework under which the investment instrument or its issuer is regulated. Changes in the regulatory environment or tax laws can affect the performance of certain investments or issuers of those investments and thus, can have a negative impact on the overall performance of such investments. Leveraged Exchange Traded Funds (“Leveraged ETFs”) Because the effects of leverage are compounded over time with leveraged ETFs, the long-term returns generated by these ETFs do not simply mirror the returns of the index or asset class they are designed to track. Periods of volatility can cause leveraged ETFs to severely underperform relative to the asset or index they track. Leveraged ETFs amplify daily returns and can help traders generate outsized returns and hedge against potential losses. A leveraged ETF's amplified daily returns can trigger steep losses in short periods of time, and a leveraged ETF can lose most or all of its value. Shares of leveraged ETFs are traded in the open market like a stock. Some leveraged ETFs are not heavily traded, meaning that your ability to buy or sell shares in a leveraged fund may be constrained. Investing in a leveraged ETF can confer indirect exposure to derivatives contracts. Because they utilize derivatives to boost returns, leveraged ETFs are less likely to closely track the underlying index or asset. Liquidity Risk Certain assets may not be readily converted into cash or may have a very limited market in which they trade. Thus, you may experience the risk that your investment or assets within your investment may not be able to be liquidated quickly, thus, extending the period of time by which you may receive the proceeds from your investment. Liquidity risk can also result in unfavorable pricing when exiting (i.e. not being able to quickly get out of an investment before the price drops significantly) a particular investment and therefore, can have a negative impact on investment returns. Margin Risk • You can lose more funds than you deposit in a margin account. A decline in value of securities that are purchased on margin require you to provide additional funds to the custodian in order to avoid a forced sale of those securities or other securities in your account. • If the equity in your account falls below the margin maintenance level required by law or below the custodian’s “house” requirement, the custodian can sell the securities in your account to cover the margin deficiency without contacting you prior to sale.. You will be responsible for any shortfall in the account after such sale. Page | 22  XML Financial Group 2A Brochure • Even if the custodian has provided you with a specific date by which you can meet a margin call, the custodian can still take steps to protect its financial interests, including immediately selling the securities without notice to you. • Unless you promptly respond to a notice call and direct your IAR which security to sell, you are not entitled to choose which securities in your margin account are liquidated or sold to meet your margin call. Because the securities are used as collateral for the margin loan, the custodian of your account has the right to decide which securities to sell in order to protect its interests. • The custodian can increase its “house” maintenance requirements at any time and is not required to provide you with advance, written notice. These changes in policy can take effect immediately and may result in the issuance of a margin maintenance call. Your failure to satisfy this call may cause a forced liquidation in your account. • You are not entitled to an extension of time on a margin call. While an extension of time to meet margin requirements may be available to clients under certain conditions, a client does not have the right to the extension. • Refer to the Margin Disclosure Statement provided by your account custodian. Market Risk The market value of an investment will fluctuate as a result of the occurrence of the natural economic forces of supply and demand on that investment, its particular industry or sector, or the market as a whole. Market risk may affect a single issuer, industry or sector of the economy or may affect the market as a whole. Market risk can affect any investment, or the underlying assets or other instruments held by or traded within that investment instrument. Mutual Funds and ETFs Investing in open-end mutual funds or Exchange Traded Funds (“ETFs”) carries risks, including potential loss of the initial investment. Shareholders of these funds are exposed to risks associated with the individual companies in the fund's portfolio. They may also be liable for taxes on any capital gains the fund realizes. Mutual fund shares are bought and sold through the fund or a broker at a price based on the fund's net asset value (NAV) plus any associated fees. Closed-end mutual funds' trading prices can differ from their NAV due to market fluctuations. ETF shares are traded on exchanges at negotiated prices, typically close to their NAV, but may deviate due to market factors. ETFs generally redeem shares in large units, so if a liquid secondary market disappears, selling shares may become difficult. Funds using complex strategies like long/short investing or leverage through derivatives pose higher risks of volatility and potential loss. Operational Risk Operational risk is when an issuer of an investment product is unable to carry out the business it has planned to execute. Operational risk can be a result of human failure, operational inefficiencies, system failures, or the failure of other processes critical to the business operations of the issuer or counter party to the investment. Past Performance Charting and technical analysis are often used interchangeably. Technical analysis generally attempts to forecast an investment’s future potential by analyzing its past performance and other related statistics. In particular, technical analysis frequently involves an evaluation of historical pricing and volume of a particular security for the purpose of forecasting where future price and volume figures may go. As with any investment analysis method, technical analysis runs the risk of Page | 23  XML Financial Group 2A Brochure not knowing the future and thus, clients should realize that even the most diligent and thorough technical analysis cannot predict or guarantee the future performance of any particular investment instrument or issuer. Strategy Risk There is no guarantee that the investment strategies discussed in this document will work under all market conditions and you should evaluate your ability to maintain any investment you are considering in light of your own investment time horizon. Investments are subject to risk, including possible loss of principal. Structured Notes A structured note is a type of investment that combines features of both bonds and other financial products. It is a derivative, meaning its value depends on the performance of another asset. The return on a structured note relies on the issuer paying back the bond and providing a premium based on the linked asset’s performance. Although structured notes offer a mix of safety and potential returns, they come with significant risks: Apparent Security: The bond part of a structured note might make it seem safer than it is. It could only guarantee part of your investment or a small return, depending on the rest of the performance. Market Risk: The derivative part of the note is tied to a specific market, so your return depends on how that market performs. If it does poorly, you could lose your principal. Linking to more volatile or complex markets increases this risk. Complexity: Some structured notes involve complicated assets like commodity futures or foreign currency bundles, making them harder to understand. Liquidity and Call Provisions: Your money is usually tied up until the note matures, and you may not be able to sell it. In addition, the issuer can call (or recall) the note before maturity if it’s losing money, which means you could lose your investment early. If the linked asset performs well, the issuer could also recall the note before you earn a return. Risks Related to Options • Call Options. The seller (writer) of a call option which is covered (i.e., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received and gives up the opportunity for gain on the underlying security above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The securities necessary to satisfy the exercise of an uncovered call option may be unavailable for purchase, except at much higher prices, thereby reducing or eliminating the value of the premium. Purchasing securities to cover the exercise of an uncovered call option can cause the price of the Securities to increase, thereby exacerbating the loss. The buyer of a call option assumes the risk of losing its entire premium investment in the call option. • Put Options. The seller (writer) of a put option which is covered (i.e., the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sales price (in establishing the short position) of the underlying security plus the premium received, and gives up the opportunity for gain on the underlying security if the market price falls below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of losing its entire investment in the put option. Page | 24  XML Financial Group 2A Brochure • Index or Index Options. The value of an index or index option fluctuates with changes in the market values of the assets included in the index. Because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular asset, whether the investor will realize appreciation or depreciation from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the assets generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of • particular assets. Time Decay - All options have some kind of time value factored into them, and typically the longer they have until expiration the higher that time value is. Therefore, options will always be losing some of their value as time goes on. Of course, this doesn’t mean that they always go down in value, but time decay can negatively impact the value of any • option that is held onto. Liquidity - Because there are so many different types of options, it's quite possible that any particular option might only be traded in very low volume. This can make it difficult to make the required trades at the right prices. The Characteristics and Risks of Standardized Options booklet and supplements are written and published by The Options Clearing Corporation to explain the purposes and risks of options transactions. These are available free of charge by contacting us per Item 1 in this brochure. Learn more at https://www.optionseducation.org. Unpredictable Social Media and Crowd Influence There is a very real and unpredictable element that social media and coordinated crowd efforts can have on specific securities, companies, investments or strategies. A simple tweet or public comment from a celebrity or influential figure can have a significant effect on the respective securities’ pricing, company reputation and can sway the public opinion. The use of social media channels has shown in the past to have the ability to amplify and quickly spread opinions, whether accurate or not, on a national and even global scale. Independent Managers XML periodically reviews the use of certain Independent Managers on behalf of clients. The performance of those assets managed by Independent Managers will depend to a great extent on the Independent Managers’ ability to successfully implement their investment strategies. XML is limited in the due diligence it can perform on Independent Managers and cannot verify the information provided by these managers. Item 9. Disciplinary Information Firms are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation or the integrity of adviser’s management. XML has no information applicable to this Item. Item 10. Other Financial Industry Activities and Affiliations This item requires investment advisers to disclose certain financial industry activities and affiliations that are material to our advisory business, to our clients and management persons. Page | 25  XML Financial Group 2A Brochure Focus Financial Partners As noted above in response to Item 4, certain investment vehicles affiliated with CD&R collectively are indirect majority owners of Focus LLC, and certain investment vehicles affiliated with Stone Point are indirect owners of Focus LLC. Because XML is an indirect, wholly-owned subsidiary of Focus LLC, CD&R and Stone Point investment vehicles are indirect owners of XML. Alternative/Private Investments XML has business relationships with other Focus firms that are material to our advisory business or to our clients. Under certain circumstances we offer our clients the opportunity to invest in pooled investment vehicles managed by Origin or SCS. Origin and SCS each provide these services to such clients pursuant to limited liability company agreement or limited partnership agreement documents and in exchange for a fund-level management fee and performance fee paid by our clients and not by us. Origin and SCS, like XML, are indirect wholly owned subsidiaries of Focus LLC and are, therefore, under common control with XML. The allocation of our clients’ assets to Origin’s or SCS’s pooled investment vehicles, rather than to an unaffiliated investment manager, increases Origin’s or SCS’s and, indirectly, Focus LLC’s compensation and revenue. As a consequence, Focus LLC has a financial incentive to encourage XML to recommend that our clients invest in Origin’s or SCS’s pooled investment vehicles, which creates a conflict of interest with XML clients who invest, or are eligible to invest, in Origin’s or SCS’s pooled investment vehicles. More information about Focus LLC can be found at www.focusfinancialpartners.com. We believe this conflict is mitigated because of the following factors: (1) this arrangement is based on our reasonable belief that investing a portion of XML’s clients’ assets in Origin’s or SCS’s investment vehicles is in the best interest of the clients; (2) Origin and its investment vehicles and SCS and its investment vehicles have each met the due diligence and performance standards that we apply to outside, unaffiliated investment managers; (3) clients will invest in the pooled investment vehicles on a nondiscretionary basis through the completion of subscription documentation; (4) subject to redemption restrictions, we are willing and able to reallocate XML client assets to other unaffiliated or affiliated investment vehicles, in part or in whole, if Origin’s or SCS’s services become unsatisfactory in our judgment and at our sole discretion; and (5) we have fully and fairly disclosed the material facts regarding this relationship to you, including in this Brochure, and XML clients who invest in Origin’s or SCS’s pooled investment vehicles have given their informed consent to those investments. Smart Asset As stated earlier in this Brochure, XML is a wholly owned subsidiary of Focus. Focus is also one of several minority investors in SmartAsset, which seeks to match prospective advisory clients with investment advisers in exchange for a percentage of the revenue received from the referred client engaging XML advisory services. Focus has one director on SmartAsset’s board. XML’s payment of a fee to SmartAsset benefits SmartAsset’s investors, including Focus, our parent company. XML has a business development division, XML-W Wealth Management. This division is a marketing arm of the Firm for both non-investment advisory and advisory services. Page | 26  XML Financial Group 2A Brochure Affiliated Broker-Dealer XML Securities, LLC XML and the BD share Supervised Persons, management persons, physical office space, company infrastructure, human resources and technology systems. Management Persons include XML’s executive officers and other individuals with similar status or performing similar function. XML has a material relationship with BD to offer the wrap fee programs. The BD supports these Programs through their Clearing Firm. Please refer to the Wrap Fee Brochure for additional information and conflicts associated with this relationship. The use of the BD creates a material conflict of interest in that it generates additional revenue from the wrap program platform by receiving the difference from the investment advisory fees paid to the IARs and the expenses of the clearing firm – for billing, reporting and transactions fees. The Management Company of XML also has an agreement with the BD. The Management Company would benefit from revenue generated from the wrap fee account assets where there is a revenue share established between the BD and the Clearing Firm. This is mitigated in that the asset management fees applied for the wrap fee accounts are in-line with industry standards as they include transaction costs that advisory clients typically pay as an additional expense. The revenue share between the BD and the clearing firm is further discussed in the Wrap Fee Brochure. The BD facilitates the brokerage trading for the wrap accounts. Refer to Item 12 for more information. Utilizing Brokerage Services As discussed in Item 5, IARs may also be qualified to offer XML clients brokerage services through the BD. The BD also offers brokerage services to clients other than advisory clients of XML. You may engage these professionals in their capacity as a broker-agent of the BD to render brokerage services in a separate capacity. You are under no obligation to engage the BD and may choose professionals not affiliated with XML for other brokerage services with another non-affiliated BD. Broker-agents will be entitled to a percentage of the brokerage compensation earned through transaction. Common examples: trading commissions for securities transactions and sales loads and 12b-1 fees of mutual fund brokerage share classes. Prior to effecting securities transactions, you are required to enter into a separate brokerage account agreement with the BD and the custodian or complete an application for the brokerage product held directly at the product sponsor – such as with a mutual fund company or variable annuity insurance provider. Brokerage activities are separate from XML advisory services and compensation received through the BD is in addition to compensation received by a broker-agent serving in the capacity as an IAR related to XML investment advisory activities. While it is convenient for the same financial professional to provide advisory activities and brokerage services, it presents a conflict of interest for the financial professional and an incentive to recommend one method of service over Page | 27  XML Financial Group 2A Brochure the other based on the compensation they will receive. XML provides investment advice, described in Item 4 herein, in the best interest of advisory clients. As XML and the BD share Supervised Persons, we are able jointly monitor IARs engaging in brokerage services with XML clients. Please refer to the IARs’ 2B supplement on https://www.xmlfg.com/2badvisorsupplements and visit https://adviserinfo.sec.gov/ to view which activities the IAR is able to provide and the respective BD’s Brokerage Service information on https://www.xmlfg.com/brokerage-services. Insurance Agents Many IARs are also licensed insurance agents and are able to recommend and offer insurance products on a commissionable basis through an insurance agency, such as the affiliated BD, or a third-party agency. IARs may also refer you to an insurance agent not affiliated with XML to evaluate your insurance needs. Please refer to the IAR’s 2B Supplement for more information regarding their outside business activity. A conflict of interest exists to the extent the recommendation to purchase insurance products generated insurance commissions separate from and in addition to compensation received for XML advisory services. The Firm has procedures in place whereby it seeks to address those recommendations are made in the clients’ best interest regardless of any such affiliation. XML clients are in no way obligated to purchase insurance products recommended by an insurance agent through the affiliated BD or third-party agency, such as LifestyleLife. Item 11. Code of Ethics, Participation in Client Transactions and Personal Trading XML has adopted a Code of Ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth the standards of conduct expected of its Supervised Persons. XML’s Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices such as the use of material non-public information by the Firm or any of its Supervised Persons, or trading by the Firm or any of its Supervised Persons in a manner that does not place clients’ interests first. The Code of Ethics also requires qualifying Supervised Persons to report their personal and related securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings). However, Supervised Persons are permitted to buy or sell securities that they also recommend to clients if done in a fair and equitable manner that is consistent with the Firm’s policies and procedures. This Code of Ethics recognizes that some securities trade in sufficiently broad markets to permit transactions by certain personnel to be completed without any appreciable impact on the markets of such securities. Therefore, exceptions will be made to the policies stated below. When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Supervised Person with access to this information may knowingly effect for themselves or for their immediate family a transaction in that security unless: • If on the same side, the transaction for the client has been completed; if opposite, the transaction can be Page | 28  XML Financial Group 2A Brochure • completed before the client (Example: Supervised Person is selling, client is buying). The transaction for the Supervised Person is completed as part of a block trade with clients and securities pricing is averaged for all accounts; or • a decision has been made not to engage in the transaction for the client or the Supervised person. These requirements are not applicable to transactions in the following securities and instruments: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by open end mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. IARs manage multiple client accounts and typically independent from one another. They often could be recommending the purchase or sale of a security in a client’s account where another IARs could be recommending and submitting transactions on same or opposite side unbeknownst by each other. Clients will likely receive varied pricing across the firm, either more or less than each other as is characteristic of the market movement, liquidity needs, unsolicited trades and rebalancing of client accounts. The Firm conducts a review of Firm trading logs to identify instances where a Code of Ethics violation has occurred related to the control or knowledge of each IAR. Where appropriate, if the Firm is recommending the buy, hold or sell of a security, this will be communicated to all Supervised Persons. If restrictions in trading a security are in place, this will also be communicated to Supervised Persons. Clients and prospective clients may contact info@xmlfg.com to request a copy of our Code of Ethics. The Code of Ethics addresses the following topics: prohibited activities, personal securities transactions, outside business activities and gifts. Known or suspected illegal or unethical behavior must be promptly reported to the Firm’s designated principal, and no retaliatory action of any kind will be permitted against anyone making such a report, and the Firm's managing partners and officers will strictly enforce this prohibition. XML may recommend that certain of our clients invest in a private investment fund managed by an affiliated Focus firm. Please refer to Items 4, 5 and 10 for additional information. Item 12. Brokerage Practices Recommendation of Broker-Dealers for Client Transactions XML has a relationship in place and therefore recommends that clients utilize the custodial services of Fidelity. We have an internal infrastructure to facilitate servicing and management of client accounts at Fidelity. Factors which XML considers in recommending Fidelity, or any other broker-dealer to clients, include their respective financial strength, reputation, execution, pricing, research and service. Fidelity enables the Firm to obtain many mutual Page | 29  XML Financial Group 2A Brochure funds without transaction charges and other securities at nominal transaction charges. The commissions and/or transaction fees charged by Fidelity may be higher or lower than those charged by other Financial Institutions and depend on the account options selected by you. Many custodians offer discounted transaction rates for accounts enrolled in the electronic delivery(eDelivery) of custodian statements/documents. As XML will not request the discretionary authority to determine the broker-dealer to be used or the commission rates to be paid for securities transactions, clients must direct XML as to the broker-dealer to be used. In directing the use of a particular broker- dealer, it should be understood that XML may be unable to achieve most favorable execution of your transactions. By you directing which broker-dealer used for your account, it could cost you more money. For example, in a directed brokerage account, you may pay higher brokerage commission because we will not be able to aggregate orders to reduce transaction costs and you will likely receive less favorable prices. We will not have authority to negotiate commissions among various broker- dealers or obtain volume discounts, and best execution may not be achieved. Not all investment advisors require clients to direct the use of specific broker- dealers. XML periodically and systematically reviews its policies and procedures regarding its recommendation of Fidelity or other broker- dealers. Software and Support Provided by Financial Institutions Fidelity, one of the firm’s custodians, provides XML without cost, the use of a secure online portal system for our clients as well as access to its Wealthscape platform, which allows us to open accounts, submit trades and service requests, run reports, access research services and monitor client accounts maintained at Fidelity. For accounts in the Morningstar Managed Portfolio platform IAR’s have access to the MMP services platform. The Firm receives this support without cost because the Firm renders investment management services to clients who maintain accounts at the custodian or platform. These services and support are not provided in connection with securities transactions of clients. The service and support benefits XML, but not the clients directly. In fulfilling our duties to our clients, we endeavor at all times to put the interests of our clients first. Clients should be aware, however, that the receipt of benefits from custodians, while customary, creates a conflict of interest since these benefits may influence the Firm’s recommendation of one custodian over another that does not furnish similar service and support. Soft Dollars XML and Fidelity Brokerage Services, LLC (“Fidelity”) have an agreement that enables XML to receive certain brokerage and research products and services, as agreed to from time to time, by the parties that qualify as “brokerage” or “research services” under Section 28(e) of the Securities Exchange Act of 1934 (“28(e)”, “Exchange Act”). XML and Fidelity intend the arrangements covered by the agreement to operate within the safe harbor conditions of 28(e). XML will place trades for the purchase and sale of securities for XML client accounts which XML exercises “investment discretion” and with respect to which Fidelity or the executing broker, as applicable, has acted as agent within the meaning of 28(e) transactions. XML agrees that such credits: (i) will only accumulate in the 28(e) Commission Credit Pool on permitted trades designated by XML; (ii) represent credits available to Advisor solely for the purpose of purchasing eligible research and brokerage services, as those terms are used in 28(e), requested by XML and approved by Fidelity; (iii) do Page | 30  XML Financial Group 2A Brochure not represent funds payable to XML or an client of XML; (iv) are not credit balances on which Fidelity will pay interest; and (v) are not customer property as defined by the Securities Investor Protection Act of 1970 or protected by the Securities Investor Protection Corporation. This is a benefit to us as we do not have to pay for this research and service. We feel these research services are important to the ability of XML and the IARs to carry out the investment decision-making and trade execution in the portfolio management service to all accounts. Thus, this creates a conflict of interest because we have an incentive to use broker-dealers who allow us to use these commission dollars to purchase research and execution services rather than other broker-dealers who do not allow us commission dollars. We also have an incentive to arrange more transactions in your accounts because the more frequently your accounts are traded the more commissions we generate to use for our purchase of research and execution services. We mitigate this in that we take a fiduciary role in the management of your accounts. We view this revenue as immaterial on an account by account basis. This arrangement may cause you to pay commissions (or markups and markdowns) higher than those charged by other broker- dealers in return for this soft dollar benefit, referred to as paying-up. Trade Aggregation Transactions for each client generally will be submitted independently unless XML is able to purchase or sell the same securities for several clients at the same time through aggregation/block trading to achieve an average price for all trades. XML may, but is not obligated to, combine or “block” such orders to obtain best execution, to obtain more favorable commission rates or to allocate equitably among the Firm’s clients that might not have been obtained had such orders been placed individually. Under this procedure, transactions will be averaged as to the price and allocated among clients pro rata to the purchase and sale orders placed for each client. To the extent that the Firm determines to aggregate client orders for the purchase or sale of securities, including securities in which XML’s Supervised Persons may invest, the Firm generally does so in accordance with applicable rules promulgated under the Investment Advisers Act of 1940 and no-action guidance provided by the staff of the SEC. XML does not receive additional compensation or remuneration as a result of block trading. In the event that the Firm determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, the Firm may exclude the account(s) from the allocation; the transactions may be executed on a pro rata Page | 31  XML Financial Group 2A Brochure basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares will be allocated to one or more accounts on rotating basis. Item 13. Review of Accounts Account Reviews XML monitors client portfolios on a continuous and regular basis. Such reviews are conducted in accordance with the Firm Monitoring Program. The entire scope of account reviews cannot be quantified, as servicing and reviewing accounts happens on a daily basis due to various reasons, such as: per an internal review, client initiated transaction, trade alert from the custodian, cash allocation, material in-flow or out-flow of funds, specific security alert, and other triggering events. Not all accounts will receive the same amount of attention and are dependent on the scope of agreed services. Clients have various needs and unique circumstances as well as individual communication preferences. For accounts maintained at Fidelity, we have custodial alerts set up that are sent to Client Service Associates, IARs, and Firm officers for various investment related, trading and account maintenance issues. We have scheduled quarterly reviews by the IAR’s and Firm officers to sample account and position related reports. Review of trade blotters and personal accounts trading are conducted by compliance personnel on a regular basis. Quarterly performance reports are made available to the IARs and clients. Reviews are conducted on sampling basis, and as needed and for those accounts where the IAR feels it is necessary, such as change in objective, personal profile, material inflow or outflow of funds, or other event based on the client’s individual need. Clients are encouraged to discuss their needs, goals and objectives with XML. The Firm contacts clients at least annually to invite the client to hold an annual review, if one has not been done so already. Clients are encouraged to contact us regarding changes to their financial profile, personal information and circumstances that were previously communicated to XML. Clients are also encouraged to review their statements provided by the custodian on a regular basis. Our services require your input and communication. If you are not responsive to our requests to discuss your account(s) for a significant period of time, we reserve the right to terminate our service and will notify you as such per the contact information we have in our records or with the custodian. Client Obligations & Review of Account Statements We are not required to verify all information received from you or from your other professionals and are expressly authorized to rely on the information you provide (this is not referring to Customer Identification Policies). This includes your estimate of values for other financial related accounts (bank accounts, car, property values) and outside investment accounts you would like us to include in consolidated financial planning reports. Moreover, it remains your responsibility to promptly notify us if there is ever any change in the information provided to us, such as in the New Account form or Client Profile, or when material changes arise in your financial situation, profile, risk tolerance, or investment objective. These changes should be promptly communicated to and discussed with your IAR otherwise you could negatively impact our investment advisory services. We don’t know, what we don’t know. Page | 32  XML Financial Group 2A Brochure XML provides written performance reports to clients on a periodic and as needed basis. The qualified custodians provide account statements directly to the account owners not less than quarterly detailing all account transactions, including fees paid to XML. You should carefully and regularly review the statements provided directly by the qualified custodians and compare them to those reports received from XML. You should review such statements and compare such official custodial records to reports or information provided directly by XML or viewed via a custodial feed in a third-party software or online portal. Statements from custodians can vary from one to another based on their accounting procedures, reporting dates, or valuation methodologies of certain securities. Item 14. Client Referrals and Other Compensation XML partners, officers, directors, or employees, or a person that controls, is controlled by, or is under common control with XML, or is a partner, officer, director or employee of such may recommend or introduce the services of XML to those whom they think would be interested. Certain XML employees included in this category may be eligible to receive enhanced compensation related to referring prospective clients to XML. Their affiliation XML must be readily apparent to or disclosed to the prospective client at the time the endorsement is made. XML will document such person's status at the time the endorsement is made, which could include capture in XML’s archived communication systems. Endorsements such as this could create a conflict of interest in that these individuals may receive a direct or indirect financial benefit for referring prospective clients to XML. The servicing IAR is the individual who will evaluate the prospective client, make recommendations in accordance what he or she feels is in the clients’ best interest, recommend respective services, if applicable, and negotiate the advisory fee with the client. Thereby, mitigating the referral conflict. XML IARs who refer clients to another XML IAR usually, but not always, receive a certain percentage split of the investment advisory fee compensation received related to that referral. A referral typically occurs when an IAR either has a conflict with the client or feels the client would be better served by another IAR. The advisory fee for the client will not increase due to this arrangement. XML has an arrangement with another Focus firm, under which we serve as a promoter and refer clients to the Focus firm in exchange for a percentage of the advisory fees the Focus firm collects from such referred clients. This Focus firm, like us, is an indirect wholly owned subsidiary of Focus LLC and is therefore under common control with us. Such compensation creates an incentive for us to refer clients to the Focus firm, which is a conflict of interest for us. Additionally, our successful referral of clients to a Focus firm, rather than to an unaffiliated investment manager, increases the Focus firm’s compensation and the revenue to Focus LLC, relative to a situation in which we refer clients to an unaffiliated investment manager. As a consequence, Focus LLC has a financial incentive to encourage us to refer clients to the Focus firm, which also creates a conflict of interest with those referred clients. Rule 206(4)-1 under the Advisers Act addresses this conflict of interest by, among other things, requiring disclosure of whether the promoter is a client or a non-client and a description of the material conflicts of interest and material terms of the compensation arrangement with the promoter. Accordingly, we disclose to referred clients, in writing: that we are not a client of the Focus firm; that we will be compensated for the referral; the material conflicts of interest arising from the relationship and/or compensation arrangement; and the material terms of the compensation arrangement, including a description of Page | 33  XML Financial Group 2A Brochure the compensation to be provided for the referral. Insurance XML has an arrangement with an insurance agency, LifestyleLife, for IARs to refer clients to for insurance related products and services. Per the respective state in which a policy is governed, the state insurance commission may allow the referring IAR who is also an insurance agent to be eligible to receive insurance commission referral fees. In some states, IARs who are not insurance agents may be allowed to receive insurance commission referral fees. Fees IARs receive related to insurance policies are in addition to the XML Management Fee. This conflict is mitigated in that the decision to engage insurance policies is between LifestyleLife and the client. LifestyleLife is solely owned by Kevin Peters, who is also and IAR of XML. Sponsorships XML’s parent company is Focus Financial Partners, LLC (“Focus”). From time to time, Focus holds partnership meetings and other industry and best-practices conferences, which typically include XML Supervised Persons, other Focus firms and external attendees. These meetings are first and foremost intended to provide training or education to personnel of Focus firms, including XML. However, the meetings do provide sponsorship opportunities for asset managers, asset custodians, vendors and other third-party service providers. Sponsorship fees allow these companies to advertise their products and services to Focus firms, including XML. Although the participation of Focus firm personnel in these meetings is not preconditioned on the achievement of a sales target for any conference sponsor, this practice could nonetheless be deemed a conflict as the marketing and education activities conducted, and the access granted, at such meetings and conferences could cause XML to focus on those conference sponsors in the course of its duties. Focus attempts to mitigate any such conflict by allocating the sponsorship fees only to defraying the cost of the meeting or future meetings and not as revenue for itself or any affiliate, including XML. Conference sponsorship fees are not dependent on assets placed with any specific provider or revenue generated by such asset placement. The following entities have provided conference sponsorship to Focus since January 1, 2024. Focus Financial Partners Conference Sponsorship (LAST UPDATED NOVEMBER 21, 2025): • Addepar, Inc • Advent Software, Inc. (includes SS&C) • AQR Capital Management, LLC • Bigelow, LLC • BlackRock, Inc. • Blackstone Administrative Services Partnership L.P. • BOWS Administrator LLC (Brookfield Oaktree Wealth Solutions) • Capital Integration Systems LLC (CAIS) • Charles Schwab & Co., Inc. • Cliffwater LLC • Confluence Technologies Inc. • Dimensional Fund Advisors LP Page | 34  XML Financial Group 2A Brochure Eaton Vance Distributors, Inc. (includes Parametric Portfolio Associates) Edgewood Partners Insurance Center (EPIC) (includes Vanbridge) FIAM LLC Fidelity Brokerage Services LLC Fidelity Distributors Company LLC Flourish Financial LLC Franklin Distributors, LLC (includes O’Shaughnessy Asset Management, L.L.C. (OSAM) and CANVAS) Jackson National Life Distributors LLC Salus GRC, LLC SmartAsset Advisors LLC Stone Ridge Asset Management LLC StoneCastle Network, LLC The Vanguard Group, Inc. T. Rowe Price Investment Services, Inc. TriState Capital Bank • Dinsmore Compliance Services, LLC • • • • • • • • • K&L Gates LLP • Lord, Abbett & Co. LLC • Nuveen Securities, LLC • Orion Advisor Technology, LLC and Orion Advisor Solutions, Inc. • Pacific Investment Management Company LLC (PIMCO) • Pinegrove Capital Partners LLC • Pinnacle Insurance & Financial Services, LLC • Practifi, Inc. • Quantinno Capital Management LP (includes TaxEdge and DEALS (Direct Equity Active Long Short) • RedBlack Software, LLC (includes intelliflo) • • • • • • • • UPTIQ, Inc. • VRGL Inc. View updates to the list of conference sponsors on Focus’ website through the following link: https://www.focusfinancialpartners.com/conference-sponsors. Events, conferences and third-party sponsorships Mutual fund companies, our custodians, and product wholesalers often hold education opportunities, conferences and in-office meetings to discuss industry topics and their products and services for Supervised Persons. These meetings are held for the Supervised Persons who are interested in attending. The third-party typically pays for lunch to be brought in for in-office meeting attendees or a restaurant if held outside the office. On occasion, third-parties will also contribute funds to sponsor client or firm events and contribute a monetary amount towards the direct cost of the event. Sponsorships are disclosed on the respective event materials. Page | 35  XML Financial Group 2A Brochure Sponsors may also make donations to non-affiliated charitable organizations that a Supervised Person is involved with as a volunteer, provided however that donations would not be considered associated with any XML or IAR related business or have the expectation of influence. Supervised Persons also attend third-party seminars or conferences that are paid by fund companies or product sponsors. Travel and event attendance costs are covered by the product company. All sponsorship requests require prior approval by compliance staff and are logged for tracking purposes to review for potential conflicts of interest. Third-party monetary contributions are monitored at the Firm level to aggregate and review for the appearance of favoritism or questionable activity. While these measures are in place, nevertheless this could create a conflict of interest in the selection of one investment product over the other. Per fiduciary principles, an IAR should do what is in the client’s best interest without regard for the IAR’s or the Firm’s financial interest. We do not make any commitment of business that we will attribute to one particular product sponsor or third-party. We are not beholden to any one company. Sponsorship funds are not dependent on assets placed with any specific provider or revenue generated by such asset placement. Speaking engagements On occasion, Supervised Persons are asked to speak in an educational format on topics they are knowledgeable in. The audience varies between industry professionals, representatives from organization or individual retail consumers. We are supportive of Supervised Persons sharing their knowledge and expertise on important subject matters. While the majority of the speaking engagements are voluntary, sponsors of the events are allowed to provide the Supervised Person with compensation for their time and preparation work. This could be in the form of a gift card or payment directly to XML as compensation for a Supervised Person speaking engagement. All compensation paid in this manner will be logged and reviewed for potential conflicts of interest if paid by an investment product or service provider related to insurance, investment advisory or securities business through XML or our affiliated broker/dealer, the BD. Reimbursement for travel expenses only could be paid directly to the Supervised Person. Gifts Throughout the year and especially during the holiday season, mutual fund wholesalers, product sponsors and other vendors send the IARs and/or XML branch offices items such as gift baskets, food items, stationery items or logo company promotional products. Dually registered IARs currently cannot receive gifts exceeding $100/person/sponsor in value. Non- logo promotional items are logged for review with other sponsorship or gifts by the same company or individual during the year to review for the appearance of favoritism or potential conflicts. Typically, gifts are shared with all employees at the XML office where they are received. Gifts should not be sent directly to an IAR or employee’s residence. All gifts must be received at an XML branch office as indicated on https://www.xmlfg.com/contact-us. Item 15. Custody Page | 36  XML Financial Group 2A Brochure The Advisory Agreement and/or the separate agreement with a custodian generally authorizes XML and/or the Independent Managers to provide instructions to the custodian to debit accounts for payment of the asset-based annual management fees and to directly remit those funds to the Firm in accordance with applicable Advisory Agreement and custody rules. Custodians for client accounts, from which the Firm retains the authority to directly deduct fees, will provide account statements to clients directly, not less than quarterly, detailing all account transactions, including the advisory fees paid to or reimbursed from XML. We recommend you regularly review these account statements. Client assets are custodied by a Qualified Custodians. Per the SEC Rule 206(4)-2 (“Custody Rule”) under the Investment Advisors Act of 1940, due to the authority granted in the First Clearing brokerage account agreement XML is deemed to have custody of wrap advisory accounts through the BD at First Clearing. Additionally, XML is deemed to have custody of advisory accounts accepting investment checks for deposit that are not made payable to the custodian or endorsed properly to the custodian, when in receipt of securities certificates for deposit or for accounts which give XML standing authorization to direct the custodian to make disbursements without specific client instruction (i.e., standing letters of authorization or “SLOAs”). This includes “move money” or “money link” accounts which give XML the authority to act on client instructions to implement transfers to differently titled client accounts (e.g., transfers from a joint account to an individual account). The SEC requires that Firms who have such custody engage an accounting firm registered with the PCAOB to perform a annual surprise examination of applicable accounts by which the Firm is both deemed to have custody and are subject to the surprise examination. XML engages a PCAOB firm to provide such service each calendar year. Item 16. Investment Discretion Through the IMA, XML is given the authority to exercise investment discretion on your behalf. XML is considered to exercise investment discretion over a client’s account if it can direct investment and trading transactions in client accounts without first seeking the account owner’s consent. XML is given this authority through a power-of-attorney included in the IMA between you and XML. You may request a limitation on this authority (such as certain securities not to be bought or sold). We request any such restrictions be submitted in writing to XML. XML takes discretion over the following activities: The securities to be purchased or sold; The Independent Managers to be hired or fired; The amount of securities to be purchased or sold; and • • • • When transactions are effected. Clients may call an IAR to direct the purchase or sale of a security on an unsolicited basis. However, this should be limited and infrequent as it could affect the investment management services and performance of the respective account. While we acknowledge that is it the client’s funds we reserve the right to discourage implementing a transaction if and IAR feels it could materially impact the client’s overall financial objective. Should a client be adamant about a transaction that is contrary to their best interest XML has enhanced protocols requiring the client to document their overriding the IAR’s recommendation. Clients are prohibited from requesting trades in securities which they are in possession of material non- public information that would be considered insider trading per SEC Rule 10b-5. Alternative investments transacted through CAIS on a subscription way basis are client directed and XML cannot take discretion. Page | 37  XML Financial Group 2A Brochure Item 17. Voting Client Securities XML cannot accept the authority to vote client’s respective securities’ proxies or corporate actions on their behalf. Clients receive proxies directly from financial institutions or proxy services. XML can only assist with questions regarding the validity of any such communication. Item 18. Financial Information XML is not required to disclose any financial information due to the following: • XML does not require or solicit the prepayment of more than $1,200 in fees six months or more in advance of services rendered; • XML does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients; and • XML has not been the subject of a bankruptcy petition at any time during the past ten years. *** Page | 38