XML FINANCIAL, LLC

3/28/2025 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 15, 2024. 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. - XML has an arrangement with another firm under common ownership with XML, whereby 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. Refer to Item 14 for more information. - We have business arrangements with affiliated firms under which certain of our clients invest a portion of their assets in certain of the affiliated firms' private investment vehicles. Please see Items 4, 5, 10, and 11 for details of these arrangements. 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 ................................................................................................................................................................................ 31 Item 14. Client Referrals and Other Compensation ................................................................................................................................ 32 Item 15. Custody ........................................................................................................................................................................................................ 35 Item 16. Investment Discretion ....................................................................................................................................................................... 35 Item 17. Voting Client Securities .................................................................................................................................................................... 36 Item 18. Financial Information ........................................................................................................................................................................ 36 Page | 3  XML Financial Group 2A Brochure Item 4. Advisory Business The firm’s heritage began with its Co-Founders in 2004. The XML firm 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 offers 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. 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 described in this Brochure. Those programs offer different structured services and some have different fees and minimum investment requirements. Please refer to the Wrap Fee Program Brochure at https://www.xmlfg.com/wrap-fee. To learn more about XML’s capabilities, ask your XML Wealth Advisor or visit https://www.xmlfg.com/solutions. 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. 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 (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 Page | 4  XML Financial Group 2A Brochure 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 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 Page | 5  XML Financial Group 2A Brochure 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”). The Advisory agreement used for this 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 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 Page | 6  XML Financial Group 2A Brochure 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: • • • • • • Educational planning Insurance planning Tax 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 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 a Supervised Person or IAR with their account access/log in credentials that enable the ability to effect trades, withdraw or transfer funds or change custodial documentation delivery methods. Retirement Plan Consulting Page | 7  XML Financial Group 2A Brochure 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 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. 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 Page | 8  XML Financial Group 2A Brochure 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 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 Page | 9  XML Financial Group 2A Brochure 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. Fees are assessed on cash and cash equivalents, on accrued unpaid interest, and on margin or other borrowing balances as 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 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 third-party billing software that uses pricing 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. Page | 10  XML Financial Group 2A Brochure 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 $690 XML IMA Fee Fidelity Transaction Fees (not enrolled in eDelivery)1 Average annual mutual fund expense, advisory share class (0.69%)2 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 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 XML IMA regarding the engagement of third party managers for accounts held at Fidelity. 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 Page | 11  XML Financial Group 2A Brochure 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 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. Alternative investments accepted by clients will be held in the Fidelity account as a billable assets per the XML IMA. 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 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. Page | 12  XML Financial Group 2A Brochure 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 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. Page | 13  XML Financial Group 2A Brochure 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 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, Page | 14  XML Financial Group 2A Brochure 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 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 function as an IAR. 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 Page | 15  XML Financial Group 2A Brochure 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”) which includes IARs’ other business activity and affiliations, as applicable. The IAPD is located online at https://adviserinfo.sec.gov/. 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 Page | 16  XML Financial Group 2A Brochure burden and can inhibit us from providing the portfolio management services to the best of our ability. 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 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). 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. Trusted Contact We urge all clients to provide us with a trusted contact. A ‘trusted contact’ is an individual authorized by an investor to be contacted by their financial firm in limited circumstances. These circumstances would include concerns about activity in the investor’s account or if the Firm has been unable to reach the investor after numerous attempts. A trusted contact may be a family member, attorney, accountant or another reliable third party; investors may establish more than one trusted contact and may add or change a trusted contact at any time. A trusted contact cannot receive account balance information, make trades in your account and cannot make decisions about your account unless separate authorization is implemented. For more information go to 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 Page | 17  XML Financial Group 2A Brochure XML utilizes technical and fundamental methods of analysis. Fundamental analysis involves an evaluation of the 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 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 Investments 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. Page | 18  XML Financial Group 2A Brochure 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, 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. Page | 19  XML Financial Group 2A Brochure 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. 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. Page | 20  XML Financial Group 2A Brochure 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. • 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. Page | 21  XML Financial Group 2A Brochure • 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 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 Page | 22  XML Financial Group 2A Brochure 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. 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. Page | 23  XML Financial Group 2A Brochure • 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. 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. Page | 24  XML Financial Group 2A Brochure Private/Alternative 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. 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 Page | 25  XML Financial Group 2A Brochure 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 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. Page | 26  XML Financial Group 2A Brochure 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. 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 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 Page | 27  XML Financial Group 2A Brochure 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 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 Page | 28  XML Financial Group 2A Brochure 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 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 Page | 29  XML Financial Group 2A Brochure 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 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 Page | 30  XML Financial Group 2A Brochure 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. 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 Page | 31  XML Financial Group 2A Brochure 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 the compensation to be provided for the referral. 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 Page | 32  XML Financial Group 2A Brochure 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 from January 1, 2024 to February 1, 2025: • Advent Software, Inc. (includes SS&C) • BlackRock, Inc. • Blackstone Administrative Services Partnership L.P. • Capital Integration Systems LLC (CAIS) • Charles Schwab & Co., Inc. • Confluence Technologies Inc. • Eaton Vance Distributors, Inc. (includes Parametric Portfolio Associates) • Fidelity Brokerage Services LLC and Fidelity Distributors Company LLC (includes Fidelity Institutional Asset Management and FIAM) • Flourish Financial LLC • Franklin Distributors, LLC (includes O’Shaughnessy Asset Management, L.L.C. (OSAM) and CANVAS) • K&L Gates LLP • Nuveen Securities, LLC • Orion Advisor Technology, LLC • Pinegrove Capital Partners LLC (includes Brookfield Oaktree Wealth Solutions) • Practifi, Inc. • Salus GRC, LLC • Stone Ridge Asset Management LLC • The Vanguard Group, Inc. • TriState Capital Bank • UPTIQ, Inc. You can access 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 Page | 33  XML Financial Group 2A Brochure 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. 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. For IARs also registered with the BD, cannot exceed $100/person in value. Non-logo promotional items are logged and aggregated 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 Page | 34  XML Financial Group 2A Brochure received at an XML branch office held out to the public. Item 15. Custody 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 Page | 35  XML Financial Group 2A Brochure 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. 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 | 36 

ADV 2A Appendix 1 Wrap Fee Program Brochure 3/28/2025 Item 1 – Cover Page WRAP-FEE PROGRAM BROCHURE 6901 Rockledge Drive, Suite 730 Bethesda, MD 20817 (301) 770-5234 www.xmlfg.com Personalized Unified Managed Account - (P-UMA) Private Investment Management (PIM) Private Advisor Network (PAN) Wrap Fee Programs: Asset Advisor Custom Choice Customized Portfolios FundSource® This brochure provides information about the qualifications and business practices of XML Financial, LLC doing business as “XML Financial Group” (hereinafter “XML”, “we” or “Firm”). If you have any questions about the contents of this brochure, please contact the Firm at (301) 770-5234 or email 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.  Wrap Fee Brochure Item 2 – Material Changes This section addresses material changes that were made to this brochure since the last annual update on March 15, 2024. 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. - XML has an arrangement with another Focus firm, whereby 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. Refer to Item 9 for more information. - Changes are discussed regarding the fee billing and compensation structure within the Personalized Unified Managed Account - (P-UMA) Separately Managed Accounts (SMAs) regarding Third Party Managers, Advisor’s compensation and how the Program Fee is billed. Refer to Item 4 - Services, Fees and Compensation, V. Personalized Unified Managed Account - (P-UMA) for more information. - Provided further details how certain Programs enable clients, as allowed by the Clearing Firm, to hold brokerage type positions, such as open-end mutual fund share classes with sales loads and 12b-1 fees, Municipal bonds, or other positions classified as Ineligible Assets. Ineligible Assets are coded by the Clearing Firm as a Non-Program asset, are excluded from the performance reporting and billable asset value of the Program Fee calculation and are subject to brokerage compensation. Refer to the BD’s Reg BI Brochure for more information. Refer to Item 9 – Additional Information, Other Financial Industry Activities and Industry Affiliations , Ineligible Assets Subject to Brokerage Compensation for more information - Added a note of reference regarding PIM Transaction Activity Information on the account statements. The BD has as an account at the Clearing Firm that is used as a pass through for different types of securities. The BD’s commission schedule or a fixed income mark-up or mark-down is not applied to Eligible/Program assets which are included in the PIM Asset Management Fee calculation. Refer to Item 4 - Services, Fees and Compensation, VI. Private Investment Management (PIM) for more information. Page | 2  Wrap Fee Brochure Item 3 - Table of Contents Item 1 – Cover Page ....................................................................................................................................................................................... 1 Item 3 - Table of Contents ........................................................................................................................................................................... 3 Item 4 - Services, Fees and Compensation ........................................................................................................................................... 4 Item 5 – Account Requirements and Types of Clients .................................................................................................................... 15 Item 6 – Portfolio Manager Selection and Evaluation .................................................................................................................... 16 Item 7 – Client Information Provided to Portfolio Managers ...................................................................................................... 23 Item 8 – Client Contact with Portfolio Managers ............................................................................................................................. 23 Item 9 – Additional Information .............................................................................................................................................................. 23 Disciplinary Information .............................................................................................................................................................................. 23 Other Financial Industry Activities and Industry Affiliations ........................................................................................................ 24 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ...................................................... 25 Review of Accounts ...................................................................................................................................................................................... 28 Custody ……………… ........................................................................................................................................................................................ 29 Client Referrals and Other Compensation ........................................................................................................................................... 30 Financial Information ................................................................................................................................................................................... 34 Page | 3  Wrap Fee Brochure Item 4 - Services, Fees and Compensation The firm’s heritage began with its Co-Founders in 2004. The XML firm 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 offers 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 document is Part 2 Appendix 1 of Form ADV (“Brochure”) which provides clients (“client,” “you” or “your”) with information about the wrap fee program advisory services we offer, the fees charged for our services and our business practices. You should read this Brochure carefully and consult with your tax professional before you decide to engage 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 Wrap Fee Programs offered through XML, certain sections also discuss the activities of our non-advisory employees, officers, partners, directors (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”. Certain sections discuss the activities of IARs who recommend and service Wrap Fee Programs as dually licensed financial professionals. These IARs offer investment advisory services on behalf of XML and are able to offer brokerage products and services to both clients of XML and non-clients of XML through the affiliated broker-dealer, XML Securities, LLC (“BD”), member FINRA/SIPC, together (“we”, “our “and “us”). BD is a fully disclosed introducing retail broker-dealer. What is a wrap fee? XML is able to offer Wrap Fee Programs via the BD’s relationship as an introducing broker-dealer utilizing the custodial and clearing services of First Clearing, a trade name used by Wells Fargo Clearing Services, LLC, Member SIPC (“WFCS”), a registered broker-dealer and non-bank affiliate of Wells Fargo & Company (referred to hereinafter as the "Clearing Firm”). XML and the BD have an agreement with Wells Fargo Advisors ("WFA"), a trade name used by WFCS, pursuant to which WFA provides advisory and/or other services with respect to some of the Programs. WFA is a non-bank affiliate of Wells Fargo & Company ("Wells Fargo"). The BD and XML are not related to or affiliated with WFA or the Clearing Firm. The Clearing Firm is a “qualified custodian” as described by Rule 206(4)-2 of the Investment Advisers Act. Unless otherwise specified, the Clearing Firm will maintain custody of client assets in these Programs. The BD, XML, WFA and the Clearing Firm each reserve the right to reject and refrain from providing services to any client or client account for any reason and without providing a specific reason. With a Wrap Fee account, an investor pays one annual asset-based management fee, which covers the custodial transaction charges. With Non-wrap advisory services, an additional asset-based or per transaction charge is paid for by the investor directly to the custodian/broker-dealer in addition to the annual asset-based management fee. The Wrap Fee Program includes; the compensation paid to XML, the IAR, performance reporting, billing of the Wrap Fee Program for XML, and transaction charges in accordance with the Wrap Fee Program Agreement (“Program Agreement”) and the terms of engagement by XML and the BD. Thus the term “wrap” is used as the fees are considered wrapped together into one annual asset-based management fee paid by the investor. The Wrap Fee Program may cost more or less than purchasing such services separately. There are exclusions to what the Wrap Fee covers such as Option execution costs, trades directed away from the Clearing Firm, account servicing fees, certain exchange fees, postage on certain trades and Page | 4  Wrap Fee Brochure other fees detailed in the respective Program Agreement. Regular brokerage commissions or sales charges will be applied to Ineligible positions. Refer to the XML Securities, LLC Schedule of Client Fees found in the Brokerage Account New Account Packet and review the details of the trade confirmations provided by the Clearing Firm. Services XML is able to offer several Wrap Fee Programs designed to help you meet your investment objective and goals: Asset Advisor, Custom Choice, Customized Portfolios, FundSource®, Personalized Unified Managed Account (“P-UMA”), Private Investment Management (“PIM”), and Private Advisor Network (“PAN”). Other XML advisory services include portfolio management services in a non-wrap fee structure, financial planning and consulting services, and retirement plan consulting. To learn more about XML’s non-wrap advisory services please refer to the separate XML Part 2A of Form ADV Brochure located at https://www.xmlfg.com/adv2a. This is also available free of charge upon request by using the contact information on the cover page of this document. Our business model is not the same as a large, online, client directed or self-service advisor. 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 supported primarily by employees and professional staff. 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 a waiver of any unwaivable rights you possess. The 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. Page | 5  Wrap Fee Brochure • 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 investors to read “Rollover Consideration” at https://www.xmlfg.com/rollover-considerations and visit the Retirement Asset Education Center at https://www.xmlfg.com/retirement-asset-education-center. To render Program services, clients must enter into a written Program Features and Fee Schedule Agreement (“Program Agreement”) setting forth the relevant terms and conditions of the advisory relationship. The Program Agreement must be signed by the client, IAR and an XML principal. In the Program Agreement, the term “Introducing Firm” refers to XML and the utilization of its affiliated broker-dealer to provide brokerage, execution, and other services under that Agreement; references to “Introducing Firm” shall include such affiliated broker-dealer, where applicable. Regardless of which Program you select, you will retain the right to: (1) withdraw securities or cash; (2) vote on shareholder proposals of beneficially owned security issues, or delegate the authority to vote on shareholder proposals to another person; (3) be provided in a timely manner with a written confirmation or other notification of each securities transaction, and all other documents required by law to be provided to security holders; and (4) proceed directly as a security holder against the issuer of any security in your Account and not be obligated to join any person involved in the operation of the applicable Program, or any other client of the applicable Program, as a condition precedent to initiating such proceeding. Program services encompass: exchange listed securities; over the counter and foreign securities; rights and warrants; corporate, municipal and U.S. Government debt securities; securities options; partnership interests involving real estate, oil and gas investments; real estate investment trusts ("REITS"), mortgage backed securities; certificates of deposit; commercial paper; exchange-traded fund shares; closed-end mutual funds shares; open-end mutual fund shares, including load-waived mutual funds, money market funds and, with respect to the PIM and Asset Advisor Programs, the ability to hold other types of securities and brokerage products. As a minimum criterion for providing advisory services, the IAR must have satisfactory previous business experience, plus the required industry examinations and jurisdiction registrations, as applicable. Unless they possess equivalent satisfactory portfolio management experience, IAR’s serving as the PIM portfolio manager must attain firm approval. The IARs who are also broker agents with the BD are also able to offer brokerage products and services. You should discuss with the IAR the anticipated trading activity, service level needs and type of investments and assess your total overall costs and needs when considering between a brokerage arrangement or fee-based Advisory or between Wrap Programs themselves. You would end up paying more in a Wrap Fee structure than in a brokerage-commission based account under certain circumstances, such as prolonged periods of inactivity or when holding an illiquid position. As described herein in the section titled "Other Financial Industry Activities and Affiliations", XML offers a variety of advisory services. The individual advice given and actions taken in performing our duties to one client will typically differ from those taken with other clients and/or clients engaged in other XML or BD services. Additionally, there are times that we are limited in our ability to divulge or act upon certain information related to a specific security as a result of the BD or XML trading restrictions, which can be for a variety of reasons, or if an IAR is in possession of material non-public information related to a security. Page | 6  Wrap Fee Brochure Our Right to Terminate or Prohibit Service We reserve the right to terminate our services with a client (i.e. natural person, entity or associated person of an entity) should we discover or have a reasonable belief that he/she/it; is or attempting to conduct reckless activity; withholding material information; deceiving us; has provided misleading information; is conducting illegal activity; is using funds derived from illegal activity, including insurance fraud or tax evasion; is conducting activity we are unwilling or unable to support or which we do not have policies and procedures to address or are not properly licensed to conduct per FINRA or SEC rules and regulations or a respective state regulatory division; is causing an unreasonable or disproportionate burden on our firm resources; is creating a hostile or threatening environment for our employees or officers; or should we believe is violating Anti-Money Laundering laws or the U.S. PATRIOT Act. Fees and Compensation A portion of the Wrap Fee will be paid to the servicing IAR in connection with providing investment advisory services. This compensation could be more or less than an IAR would receive if you paid separately for investment advisory services in a non-wrap fee structure. The Programs described in this brochure apply a Program Fee on Eligible Program Assets. XML currently does not implement a firm wide Wrap Fee schedule. However, default Program fees are indicated on the Program Agreements, but are negotiable between the client and the IAR. Excluded Assets are not included in the calculation of the Program Fee. For transactions in Excluded Assets, you will pay all usual and customary brokerage commissions/sales charges, transaction fees and other charges. Commissions and fees on Excluded Assets and other charges will be assessed against your Account on or about the transaction date or another date when assessed by us or the Clearing Firm. Refer to the Program Agreement for details on fee exclusions, calculations, refunds and other information. IARs must structure the servicing of their clients for efficiency and in accordance to their professional capabilities. The IAR considers many factors when recommending the Program Fee including: the amount of household assets under management, projected assets, the complexity of the investments, expenses applied that are not covered by the Program agreement, number of household accounts, account investment objective, anticipated transaction level, account position composition, pre-existing/legacy client relationship, account retention and special considerations for non-profit or charitable organizations, relationship interactions, financial and retirement planning and consulting considerations, and the anticipated service demand by XML. The IAR’s are professionals who are compensated for their advisory experience, guidance, knowledge, professional management services and the implementation of those recommendations and service requests. This includes services and recommendations that do not result in action taken. As an example, an annual investment review resulting in no recommended changes still required the time and work of the IAR. Clients will pay different Program Fees across the firm and within the households serviced by the IAR. We want all clients to make money on their investments and reach their goals. However, much of the nature of investing is out of our control. We cannot predict the future, market conditions and performance will vary. The Program Fee will be applied regardless if you make or lose money. XML has an investment committee however, many of the IARs work independently from one another. They have their own style of service and their investment approach may differ from opinions expressed by the firm or other IARs. The Program Fee is asset based on a declining scale. This is a common approach in the industry, meaning the higher the assets, the lower the fee percentage, and vice versa, the lower the assets, the higher the fee percentage. For example, a household with assets over $2 million will likely pay a lower fee Page | 7  Wrap Fee Brochure percentage than an account with $50,000. IARs usually offer their immediate family or related accounts a lower or no-fee option or choose to cover the Program costs themselves. When discussing fees and our compensation, and the associated conflicts, we feel it is important for you to understand our costs and expenses and those related conflicts. Through XML’s relationship with the affiliated BD, XML is charged a Platform Fee to utilize the services of the BD and the Clearing Firm’s Advisory Program Platform. The Platform Fee supports the administrative services provided to us by the BD and Clearing Firm to maintain and operate the Programs. This Platform Fee expense pays for the billing of your Program accounts, the processing of our account instructions, performance reporting made available to you and us, and a limited amount of trading costs for trades in the Programs. Asset Advisor, CustomChoice and PIM, allow an allotted number of trades for us per year. This is an expense to us and the IAR, Expenses for the Platform are negotiated by the BD with the Clearing Firm. The Platform Expenses are structure as a basis point percentage of the Program Fee. It is a tiered, sliding schedule applied to the first $100k, $101k-$250k, etc. For example, the expense applied to us is a basis point percentage on the first $100,000, and a reduced percentage on the next $101,000- 250,000 and so on. NOTE: Clients who have legacy accounts or transferred to XML as a result of a merger or new advisor joining XML may be granted an exception to this fee schedule. The Clearing Firm expenses not covered in the Program, are generally deducted from the IAR’s gross compensation unless there is an arrangement between the IAR and XML to cover such expenses. These expenses include, directing trades other than through the Clearing Firm, foreign receive and delivery fees for foreign securities, trade corrections, and clearing and execution costs over the allotted number of trades. This creates a conflict for the IAR as their compensation will be reduced by the expenses applied to them and thus have an incentive not to engage in the actions that would trigger these expenses. Please discuss with the IAR if you would like to trade, foreign securities or foresee a higher level of trading over the allotted amount per year. The allotment includes both solicited and unsolicited trades, so your trade requests will apply to this count. The IAR is assessed a monthly expense for Program accounts with values below $50,000. This creates a conflict as the IAR’s expense to maintain these accounts will be higher, thus the Program Fee recommended would need to factor this expense. For account balances below $50,000, please discuss the options available with your IAR. Program Fee Calculation Program Fees are calculated on Eligible Assets, the billable asset value and fee calculation methodology is detailed in the Program Agreement and in the section covering Eligible and Excluded Assets. Margin balances do not reduce the billing value of the account. The margined and/ or short positions will be billed using the effective fee rate on the account. Accrued interest will be included in billing. Equity securities would capture income between x-date and pay-date, if the quarter end occurs between these dates. Cash and cash equivalent products are included in the fee calculation. The Program Fee does not cover the internal expenses of the investments themselves such as: the operating expenses found with exchange traded funds (ETFs), closed-end funds or open-end mutual funds. It also does not cover some trading fees when a portfolio manager sells currently held securities to prepare an account for entry into their investment model, and customary custodial account and service charges. These are borne by the investor and are in addition to the Wrap Fee. For more details regarding fee calculations and costs not covered by the Program Fee refer to the Program Features and Fee Schedule in your Program Agreement. Please refer to the custodial brokerage account Client Agreement which includes the XML Securities, LLC Schedule of Client Fees for account related terms, charges and service fees. Page | 8  Wrap Fee Brochure The initial Program fee is calculated as of the date that the account is accepted into the Program and covers the remainder of the calendar quarter on a prorated basis. There is usually a short delay between inception and initial transactions. Subsequent fees will be determined for calendar quarter periods and shall be calculated per the Program Agreement. For clarity, the Program fee is assessed on cash and cash equivalents, on accrued but unpaid interest, and also on margin or other borrowing balances as included in the market value on which fees are assessed. No fee adjustment will be made during any fee period for appreciation or depreciation in the value of the assets in your account during that period. Your account will be charged or refunded a prorated quarterly fee on net additions or net withdrawals in the account during a month if the net addition or net withdrawal would generate a fee or refund of at least $40 for that quarter. A “flow fee” is a fee generated when assets are added to, or withdrawn, from an account. Flow Fees are processed once per month based on net additions/withdrawals in an account during the prior month and are calculated using a “weighting factor”. When there is a change to the Wrap Fee, the request must be made in writing and accepted by you and XML. The Wrap Fee previously in effect shall continue until the next billing cycle effective date. Example: Annual Expense Breakdown: $100,000 Wrap account holding open-end mutual funds. $1,500 $690 XML Asset Advisor Wrap Fee (1.50%) Average annual mutual fund expense, advisory share class (0.69%)2 1 Two purchases open end advisory share class mutual funds and three systematic withdrawals from such funds. Other account custodial fees apply depending on activity. Refer to the XML Securities, LLC Schedule of Client Fees. 2 An expense ratio reflects how much a mutual fund pays for portfolio management, administration, marketing, and distribution etc. Expense ratios are annual operating costs and are automatically deducted from shareholder’s returns. The typical account fee range for each Program are set forth below. Annual Program Fee Asset Advisor I. Asset Advisor is a non-discretionary, client-directed investment advisory program. While the IAR serves as the portfolio manager, the client ultimately makes the investment decisions regarding what to buy, sell and hold within the account. Allowable assets include; Stocks, Bonds, Cash Alternatives, Mutual Funds, ETPs, ADRs, CDs, Options, Rights and Warrants, Advisory UITs, Advisory Alternative Investments, and thousands of No-Load, Load Waived, Fee Based and Institutional Share Class Mutual Funds. The annual Program Fee, which is negotiable, typically ranges from 1.00 – 1.75%. Custom Choice II. Custom Choice is a non-discretionary client-directed mutual fund wrap program. The Program is designed to help you allocate your assets among thousands of No-Load, Load Waived, Fee Based and Institutional Share Class Mutual Funds in accordance with your individual investment objective. Allocation can be constructed from a broad universe of institutional share class, no-load and load-waived mutual funds. The annual Program Fee, which is negotiable, typically ranges from 1.00 - 1.75%. Customized Portfolios III. Under the Customized Portfolios Program, we will assist you in selecting a separately managed account (“SMA”) style offering three types of investment approaches managed through Wells Fargo Bank, N.A. ("WFB") or Wells Fargo Investment Institute, Inc. ("WFII"), including fixed income portfolios (“the Bank Managed Portfolios”) and the option portfolios (“WFII Managed Portfolios”). The Fixed Income Strategies Team (“FIST”) Portfolios is a SMA program managed Page | 9  Wrap Fee Brochure by WFII fixed income specialists for clients looking for personalized fixed-income portfolios. The Custom Option Strategy provides the potential for additional cash flow or risk management through covered call, protective put and collar strategies on existing stock positions. Designed to be tailored to the unique needs of the client and the stocks they own. Managed by WFII . The Short-Term Asset Management (“STAM”) Portfolios is a SMA program managed by WFB fixed income specialists for clients looking for personalized fixed-income portfolios. Please refer to the WFA SMA Wrap Fee Brochure for more information and specific details regarding this Program. Note: This Program has a higher platform expense applied to XML than all the other Programs. The third-party manager fee is also deducted from the Program Fee and therefore the Program Fee applied for this Program will likely be higher than the Program Fees that would be applied for other Programs that do not utilize a third-party manager. This creates a conflict as the IAR will receive a lower percentage of the Program Fee than they would with another Program. The annual Program Fee, which is negotiable, typically ranges from 1.50 - 2.50%. FundSource® IV. This is a discretionary mutual fund advisory program with portfolios constructed of load-waived, no-load and institutional share class mutual funds. IARs can also create a tailored allocation for clients using the WFII's recommended funds in FundSource Customized Blends. The Optimal Blend and Customized Blends offer automatic fund replacement as well as auto-rebalancing. Please see the Program Wrap Fee Brochure for a description of the services and information applicable to this Program. The annual Program Fee, which is negotiable, ranges from 1.00 – 1.50%. V. Personalized Unified Managed Account - (P-UMA) Separately Managed Accounts (SMAs) offer investors professional money management through third-party managers, allowing for customized portfolios tailored to their investment goals. The P-UMA program provides access to SMAs, offering flexibility to hold a single portfolio or combine multiple portfolios into a comprehensive, customized account. Global Manager Research, a division of Wells Fargo Investment Institute, evaluates, recommends, and monitors investment managers based on criteria such as experience, performance, and investment philosophy. There are two main fees to consider: 1) the Third-party SMA (external) manager fee and 2) the Advisory Fee charged by the Investment Advisor Representative (IAR). Together, these fees constitute the Effective Fee Rate, which is detailed in the Personalized Unified Managed Account Program Features and Fee Schedule agreement as the “Program Fee”. Once the Program Fee is established, changes in the fee charged by a third-party SMA manager may or may not affect the IAR’s Advisory Fee, depending on whether the new fee is higher or lower. This creates a conflict of interest for the IAR, as higher manager fees reduce their Advisory Fee percentage. To address this conflict, when recommending changes in managers or strategies, the IAR allows clients to evaluate and direct the selection of third-party SMA managers. This approach helps mitigate potential conflicts, ensuring that manager selections align closely with client objectives and attributes. In summary, the IAR's recommendations are guided by managing potential fee impacts on their Advisory Fee, while clients have the opportunity to oversee the selection of third-party managers to best suit their investment goals. In summary, the IAR's recommendations regarding third-party managers are influenced by potential changes in fees that could impact their own Advisory Fee percentage. There is an extensive list of managers available that it would be Page | 10  Wrap Fee Brochure unreasonable for an IAR to evaluate all aspects of all managers. They will their best to conduct their fiduciary duty and select managers that align with the account objective and unique client attributes. Therefore to mitigate this conflict when the IAR’s make recommendations to change managers/strategies, the selection of the Third-party SMA (external) manager is at the client’s evaluation and direction. Please refer to the separate Brochure for more information and specific details regarding the Personalized UMA Roster & Management Fees. Because the P-UMA Program uses external managers to execute the account investments and trading and the platform expense the IAR is charged is higher than most other Programs offered at the clearing firm, the IAR will likely receive a lower percentage of the Program Fee than they would with other Programs that do not pay a third-party manager fee. The annual Program Fee, which is negotiable, typically ranges from 1.00 - 1.90%. Private Investment Management (PIM®) VI. PIM is a discretionary program where the XML IAR serves as the portfolio manager. PIM is offered to financial advisors with prior portfolio management experience and allows them to determine the asset allocation and securities selection in conjunction with the client’s account objective. IAR’s may or may not incorporate the use of model portfolios and the use of rebalancing techniques. PIM is designed to give the IAR flexibility in developing an investment management program suitable for a diverse mix of clients. Allowable securities include stocks, bonds, cash, Program eligible mutual funds, ETFs, CEFs, fee based UITs, CDs and covered options. Program eligible mutual funds include, at any given time, asset allocation funds, alternative strategy mutual funds or other select funds that utilize derivatives, short-selling, leverage and other strategies to meet stated investment objectives, enhance diversification, hedge risks, accentuate returns or facilitate certain market exposures or more dynamic allocation changes. PIM Portfolio Managers typically develop specific investment strategies using a mix of these analytic methods. They may also establish quality and concentration requirements to provide overall discipline. The standard PIM fee schedule is based on program eligible assets. The annual Program Fee, which is negotiable, typically ranges from 1.00 - 2.50%. NOTE: PIM Transaction Activity Information on Statements. BD is referred as the Introducing Firm. Trades submitted by the PIM Portfolio manager through the BD are reflected on the custodial statements. The BD does not maintain an inventory of securities. Some transactions will indicate the BD acted as principal, verses agent. The BD has as an account with the Clearing Firm that is used as a pass through for different types of securities. The BD’s commission schedule or a fixed income mark-up or mark-down is not applied to Eligible/Program assets which are included in the PIM Asset Management Fee calculation. Private Advisor Network (PAN) VII. Private Advisor Network is designed to give our clients direct access to professional money managers and their investment services. Each account is managed separately and distinctly, not as part of a pooled fund. This is a dual contract program in which the client signs an agreement with FCCS and the money manager. Please refer to the applicable managers separate disclosure brochure. Unlike the other Wrap Programs, the third-party manager fee applies/bills their fee separately and is in addition to the Program Fee of the IAR. Therefore, your total expenses will likely be higher than other Wrap Programs that do not utilize a third-party manager. This creates a conflict as the IAR will likely receive a lower Program Fee than they would with other Programs if they were the portfolio manager. Refer to the respective manager’s disclosure document and management agreement for service and fee details. XML’s annual Program Fee, which is negotiable, typically ranges from 1.00-1.50%. Page | 11  Wrap Fee Brochure Prospectus Delivery For Programs that use a manager with discretionary authority, who are responsible for the day-to-day management of the account, prospectuses for funds registered under the Investment Company Act of 1940 will be delivered to that respective manager instead of the accountholder directly. Accountholders may request a prospectus by emailing a request to info@xmlfg.com. Other Fees Account Fees The Program Fee does not include customary account and custodial service fees such as the annual IRA fee, inactive account fee, fee for checks, wire fees, insufficient funds fee, foreign financial transaction taxes when applicable, other fees required by law and other account activity fee. Please refer to the brokerage account Client Agreement and the included XML Securities, LLC Schedule of Client Fees. Use of Money Market Funds Cash balances in your account could be invested in money market mutual funds. As a shareholder of a money market fund, you will bear a proportionate share of the money market fund’s expenses, in addition to the Program Fee. In a low interest rate environment, the yield that you earn on cash and cash alternatives, including cash sweep funds, CDs and money market funds may not offset advisory fees. In some instances, the effective yield of the investment could in fact be negative. Refer to the Cash Sweep information within this document under “Client Referrals and Other Compensation”. If you invest in foreign stocks or American depositary receipts (“ADR”), you are typically subject to foreign tax withholding on the dividends paid or interest earned. An ADR represents underlying shares of a foreign corporation which are held and issued by a U.S. bank. While ADRs are traded on U.S. markets, the income and tax withholding are subject to the rules and regulation of the foreign tax authorities with jurisdiction over the underlying corporation. When dividends or interest is paid to investors on foreign securities, the tax authorities for that country require the payor to withhold taxes for certain foreign investors. This can negatively impact the rate of return. In some instances, U.S. clients are eligible to reclaim a portion of foreign taxes that are withheld and/or receive a preferential foreign tax rate on foreign securities by filing specific tax forms seeking such relief. We are neither legal nor tax professionals. Please consult your tax advisor for specific information on foreign tax withholding, your eligibility to reclaim a portion of taxes withheld and/or receiving a preferential foreign tax rate and the costs associated with these filings. Non-Program, Ineligible/Excluded Assets For positions excluded from the Wrap Fee calculation you will incur the usual and customary brokerage sales charge and fee imposed on transactions in Excluded Assets which can include (i) odd lot differentials and transfer taxes; (ii) charges imposed by broker- dealers and custodians other than the BD or the Clearing Firm; (iii) offering discounts, commissions and related fees in connection with underwritten public offerings of securities; (iv) margin interest and operational fees and charges; (v) IRA fees; and (vi) any redemption fees, exchange fees and or similar fees (among which SEC fees are included) imposed in connection with mutual fund transactions. The BD and the financial professional, in their capacity as a broker agent, are eligible to receive the brokerage compensation regarding the securities deemed Excluded Assets. Page | 12  Wrap Fee Brochure Costs of Investments - Mutual Funds In addition to the Program Fee, as a shareholder of an open-end mutual fund, closed-end fund or exchange traded fund (“ETF”), you will bear a proportionate share of the fund's investment management fees and expenses. Mutual fund fees and expenses, including asset-based sales charges known as “12b-1 fees,” vary based on the share class that is offered. Open-end mutual funds in an advisory share class have lower annual expenses than share classes that pay a sales load . Clients who purchase open-end mutual funds in other types of accounts, such as a brokerage account, typically purchase a commission share class that imposes a higher Annual Operating Expense structure, including 12b-1 fees or sales load. As a result, some clients are able to purchase a lower expense ratio advisory or institutional share class, while others must purchase a non-advisory/brokerage share class. The types of mutual funds available for purchase is dependent upon the respective relationship the Clearing Firm has with the fund company and any restrictions or minimums imposed. For more information about the respective share class offerings and the fee and expense structure, please refer to the fund’s most recently published prospectus which are publicly available and provided on trade confirmations. You should be aware that you likely would be able to invest in money market funds, mutual funds or ETFs in a brokerage capacity via a brokerage account at the Clearing Firm or directly with a fund company that the BD has a selling agreement with without incurring the annual Program fee. If you do, however, you will not receive the Program services provided under the Program agreement in an advisor capacity. Mutual funds impose a sales load on direct investments. You will receive a prospectus for each fund purchased, as required by securities regulations. In addition, certain institutional investors can directly purchase shares of certain funds that do not charge shareholder services, sub- accounting or other related fees. When the IAR is serving as the portfolio manager, it is a common practice to utilize the Advisory Share Class Finder Tool to determine the eligible share class with the lowest expense ratio allowable by the custodian, fund company and Program guidelines. Such share classes are referred to as “institutional” or “advisory” (“advisory share class”). When an advisory share class with a lower expense ratio is made available to the Program, existing advisory share class positions will automatically convert at a designated time to the lower expense ratio share class. During the conversion process, usually 5 – 7 business days, trading will not be allowed in the affected positions. However, non-advisory share class holdings transferring into an account will need to be reviewed and manually converted from Excluded Assets to Eligible Assets and included in the Program fee calculation. For example: when converting an A share, the client is not eligible to convert shares if they have paid a sales load in the past 13 months. If converting a C share, any Contingent Deferred Sales Charge (CDSC) period must have expired before the request can be affected. Talk with your IAR regarding the analysis of converting an open-end mutual fund share class and how this could be beneficial to you. There are considerations other than costs and it is important to discuss the unique needs of your account such as timing of distributions and liquidity needs. Fund companies have minimum dollar investment levels that certain mangers are eligible for in separately managed accounts. In other types of accounts, such as a brokerage and fee-based programs managed or sponsored by a third party, other share classes are used and will have varying fees, expenses and sales charges as offered by the fund companies and allowed for in the account. Account Termination Your account agreement can be terminated by either party at any time upon written notice. If you terminate your Agreement, you will receive a pro rata refund of the Program fee. You have the right, within five (5) days of execution, to terminate the Client Agreement without penalty. In the event of cancellation of a Client Agreement, fees previously paid Page | 13  Wrap Fee Brochure pursuant to the fee schedule will be refunded on a pro rata basis, as of the date notice of such cancellation is received by the non-canceling party, less reasonable start-up costs. If you choose to terminate your agreement with any Program, the portfolio manager or IAR can liquidate your account if instructed to do so. It is typically favorable to the client to execute trades covered by the Program transaction allotment prior to the effective date of the Program Termination. If so instructed, the portfolio manager or IAR will liquidate your account in an orderly and efficient manner. Once the Program is terminated however, the account will default to a brokerage account relationship and transaction charges will apply. You should be aware that certain mutual funds impose redemption fees as stated in their fund prospectus. You should also keep in mind that the decision to liquidate security issues or mutual funds may result in tax consequences that should be discussed with your tax advisor beforehand. We will not be responsible for market fluctuations in your account from the time of notice until complete liquidation. All efforts will be made to process the termination in an efficient and timely manner. Factors that affect the orderly and efficient liquidation of an account might be size and types of issues, liquidity of the markets, and market makers' abilities. Should the necessary securities' markets be unavailable, and trading suspended, efforts to trade will be done as soon as possible following their reopening. Due to the administrative processing time needed to terminate an advisory account, termination orders cannot be considered market orders. It usually takes several business days under normal market conditions to process your request. If a program account is terminated, but you maintain a brokerage account with us, the money market fund used in a “sweep” arrangement will be changed and/or your shares will be exchanged for shares of another series of the same fund. You will bear a proportionate share of the money market fund's fees and expenses. You are subject to the customary brokerage charges for any securities positions sold in your account after the termination of program services. Additional Information - Compensation Structure IARs are compensated based on a tiered firm level pay out on a net percentage basis of both their XML advisory compensation and their compensation earned through the BD, including in their capacity as an insurance agent. As their revenue increases so does their percentage payout tier. The IARs are able to provide securities brokerage products and services under separate commission-based arrangements in their capacity as a broker agent of the BD. IARs who are also insurance producers, are able to offer insurance products in their capacity through the BD. This compensation is separate and in addition to compensation they receive for performing advisory service under XML and brokerage sales and services through the BD. An IAR who is able to offer additional product or services could be incentivized to increase their compensation for their financial gain. As an IAR approaches the next level tier in their payout grid, this could create an incentive for them to generate additional revenue. We mitigate this by having a heightened supervision system in place for IAR’s who are within ten (10) percent of reaching their next tier compensation level. Please talk with the IAR about their recommendations and to ask them about their compensation and how it could be affected by you engaging their advisory service and other services. Refer to the IARs’ 2B Supplements which includes IARs’ other business activity and affiliations, as applicable. These can be found at https://www.xmlfg.com/2badvisorsupplements and the Investment Advisor Public Disclosure (“IAPD”) at https://adviserinfo.sec.gov/. XML and the IAR are entitled to receive a percentage of the Program Fee for each account. As previously mentioned, the higher the Eligible Assets the lower the Platform expense that is applied. This creates a conflict as there is an incentive for the IAR to consolidate Eligible Assets into one account to lower their Platform expense. This is mitigated in that if a collection of accounts of owners related to one another can be aggregated, into what is classified as a household, and Page | 14  Wrap Fee Brochure that meets certain waiver criteria, the account owner(s) are eligible to receive a waiver for certain custodial annual fees: Investment Account, Uniform Gifts To Minors Act (“UGMA”) account, Advantage Account and custodian IRA annual fees. Item 5 – Account Requirements and Types of Clients XML offers Program 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 Program services to corporations, business entities, associations, charitable organizations, and trusts and estates not considered retail investors, as mentioned above. Based on our service model and infrastructure, we feel that 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 that create a frequent and constant inflow and outflow of funds, place a disproportional higher operational burden on our operations and can inhibit us from providing the portfolio management services to the best of our ability. XML does not establish a minimum asset requirement for a Program. However, the Clearing Firm and respective third- party managers have set recommended minimum accounts sizes. The Clearing Firm, IAR and third-party manager have the right to decline to accept an account or an account below the minimum. Each custodian has Program value thresholds that trigger additional or higher fees for low account balances or inactive accounts. Program Name Minimum Account Size set by FC P-UMA- Multi Strategy Optimal Blend Custom Blend $200,000 or portfolio minimum $10,000 subject to investment minimum P-UMA Single Strategy $50,000 $10,000 $25,000 SMA, CAAP Plus and Tactical ETF & Customized Portfolios Equity strategies Allocation Advisors strategies - ESG Aware, Tactical Active/Passive and Intuitive Investor ETF Allocation Advisors strategies - Strategic ETF, Active/Passive, Morningstar Strategic ETF, Morningstar ETF, Laffer Global and Laffer Dynamic U.S. Inflation Compass Asset Allocation strategies – all but aggressive growth $250,000 Compass Asset Allocation strategies – aggressive growth $150,000 Customized Portfolios Equity strategies $50,000 FundSource Optimal Blend $25,000 FundSource Foundations Optimal Blend $10,000 FundSource Offshore SEI Optimal Blend $25,000 $100,000 Private Advisor Network (PAN) - subject to Manager’s minimum $50,000 Private Investment Management (PIM) Customized Portfolios Taxable Fixed Income & Tax-exempt $2,000,000 Short term asset management & Option Premium Income $5,000,000 Page | 15  Wrap Fee Brochure Custom Option Portfolio $250,000 $25,000 Asset Advisor $25,000 Custom Choice Under certain circumstances the minimum initial investment required to participate in a Program may be waived. Item 6 – Portfolio Manager Selection and Evaluation Through the Clearing Firm’s expansive platform, program offerings, operational resources and portfolio management resources we feel these Programs enable us to offer portfolio management services to meet our client’s needs, our business model, firm infrastructure and fiduciary obligations. The resources and operational support of the Clearing Firm, suite of Programs, research and due diligence capabilities and product and manager offerings are extensive. Your IAR will need to assess your needs as discussed herein to make a Program(s) recommendation. There are numerous and evolving conditions and aspects to the Programs as well as outside influences such as market conditions, new industry products and other material factors. The conflict associated with the IAR’s compensation between one Program from another is mitigated in that his/her expense is consistent across all Programs with the exception of the Customized Portfolios, as noted above and is a unique Program with high minimum account sizes. The IAR’s evaluation involves all or a combination of utilizing reputable third-party research reports and rating services (such as Morningstar), available research and publications about the managers, performance history, portfolio holdings, investment philosophy, commentary provided by the manager, the IAR’s own experience and other resources to support the IAR’s comfort level with the Program. We utilize the due diligence of the outside managers participating in the respective Program regarding their investment professionals. However, even as we monitor the relationship, should the client’s need change or the IAR begins to have concerns about a manager’s ability, changes then will likely be recommended. While conditions, facts and circumstances that were known at the time lead to a change, and perhaps a new course of action or recommendation we cannot be held to the benefit of hindsight and ask that our clients to respect the reality that of how decisions are made at a given point in time and what is known at that time. We prefer to perform semi-annual, but at the very least annual, reviews with clients to confirm the portfolios are in alignment with stated investment objectives. We ask that you be responsive to our requests to discuss your Programs and financial matters. We cannot perform our services to the best of our ability without your input, responding to our requests for transaction approvals, communicate material changes in your financial profile, or to provide material information that could reasonably impact our recommendations. During reviews, we can evaluate a portfolio’s performance relative to its benchmark, your needs and if the account is meeting the investment objective. However, each IAR is a unique individual, and they are only able to provide services to the best of their ability, knowledge and experience. They each have their own strengths and weaknesses and their service levels will vary. Some IARs have the ability to manage advisory accounts on a discretionary basis, under the PIM Program and some IARs do not wish to offer this level of service. Clients also have the option to impose restrictions regarding the type of investments they wish to use and should bring these to the attention of their IAR in writing. We utilize the performance reporting features available to us through the custodial portals. These reports are generated through report settings and default settings that enable only limited reporting parameter adjustments by the IAR. Performance information may not be calculated on a uniform and consistent basis. We also utilize popular, third-party software for financial planning and to formulate some of our recommendations. We cannot verify the accuracy or compliance standards for all third- party reporting programs, as much of the functionality is out of our control. Non-Discretionary Service Limitation When you utilize a non-discretionary, client-directed Program you must be willing to accept that the IAR cannot effect account transactions without obtaining your verbal or written consent. Thus, in the event of a significant, time sensitive Page | 16  Wrap Fee Brochure market occurrence, should you be unavailable, the IAR will be unable to effect account transactions (as they would be authorized to do so for an account which they have discretionary trading authority). 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 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 cannot verify the source of or have a reasonable concern violate Anti-Money-Laundering laws such as those administered by the Financial Crimes Enforcement Network (FinCEN). • We are also held to a fiduciary standard of care. Investment strategies, product selections or courses of action that contradict what is generally considered in your best interest may require you to acknowledge that you are aware of the terms of the action and chose to move forward on your own accord. Methods of Analysis Investing in securities involves risk of loss that you should be prepared to bear. IARs recommend Programs and create an investment plan based on the client’s unique needs and circumstances. As part of this process, IARs consider several factors when recommending a Program and a respective third-party manager, if applicable. When the IAR is serving as the portfolio manager, they may develop model investment strategies or manage accounts separately, depending on the IAR’s servicing structure. They analyze specific securities, categories, products or types of investment vehicles. IARs are able to conduct their analysis independently and based on their unique expertise, knowledge, experience and style. Generally, methods of analysis include: review of Program materials and manager reports, industry research reports, subscription ranking and reporting services, public reports, costs of the investments to the account holder, materials provided by the investment company, discussions with product providers, personal experience and educational product sponsor and industry events. Investment Strategies and Due Diligence Each IAR has his or her own area of expertise and individual management practices. In general, the more the IAR knows about you, the better job they can do. The Programs offer a variety of investment vehicles to address client needs. If there is interest in a product that is not offered through one of our custodians or a third-party sub-manager, the Investment Committee (“Committee”) reviews the product or service. The Committee is comprised of members from Management, Operations, Accounting, Compliance and a selection of IARs. The Committee collaborates to conduct due diligence and to review product details to the best of their ability and knowledge, and then determine if it should be offered to clients and if so, if any restrictions should be applied. We typically do not engage the services of outside council or other third-party services when reviewing new products through the Committee. However, we prefer to use the research services of entities experienced in the due diligence process when available. Page | 17  Wrap Fee Brochure Regarding the Programs where the IAR serves as the portfolio manager, as the IAR is the one making the Program recommendation, they cannot conduct due diligence on themselves. Rather their actions and recommendation of the Program itself is held to the investment advisor fiduciary standard. In their capacity as a portfolio manager, they have a conflict related to timing of trades. Front running or trading counter to client trades is a conflict. This could create an advantage, whereby an IAR could enter an order with the knowledge that a pending order that has not yet been entered or executed and thus may affect the market price of the security in question for themselves or other related clients. To mitigate and manage this conflict, XML employs the following practice through a Code of Ethics, which sets forth certain minimum expectations for IARs trading in Programs. As detailed in this Code, IARs cannot engage in front running or trading to create an advantage on their behalf or of any other client or other person. We are committed to maintaining the highest standards of professional conduct and ethics in order to discharge our obligations to our clients, to protect our business reputation, and to avoid even the appearance of impropriety in our investment activities on behalf of clients. We have supervision controls in place to prevent and monitor this behavior such a trade monitoring system which alerts principals for discrepancies in pricing and block trading practices to average price a trade across multiple accounts. All access personnel, regardless of role, are expected to conduct the Firm’s business in full compliance with both the letter and the spirit of the Code, and any other Firm policies and procedures applicable. Performance Based Fee XML does not charge performance-based fees Voting Client Securities XML cannot accept the authority to vote client’s respective securities’ proxies 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. Risks of Loss Different types of investments involve varying degrees of risk. It should not be assumed that future performance of any specific investment or investment strategy, including the investments and/or investment strategies recommended by XML or an IAR, will be profitable or equal to any specific performance level. Below are common risks, but do not address all risks. Risks are evolving and will vary outside our control or foresight. 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.). 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 types of companies are often referred to as Page | 18  Wrap Fee Brochure 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 wide swings from an economic standpoint or in situations 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 in 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 solid financial footings of the companies. 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 be more expensive 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, a dollar tomorrow will likely get you less than what it can today. 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. 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. Page | 19  Wrap Fee Brochure 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 holding your margin account in order to avoid a forced sale of those securities or other securities in your account. • The custodian holding your margin account can force the sale of securities in your margin 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. You will be responsible for any shortfall in the account after such sale. • Securities can be sold without contacting you prior to sale. Some clients mistakenly believe they must be contacted before a margin call becomes valid and that securities in their accounts cannot be liquidated to meet the call unless they have been contacted ahead of time. Most firms will attempt to notify you of margin calls; however, they are not required to do so. Even if the custodian has contacted you to provide a specific date by which you can meet a margin call, the custodian can still take necessary 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 the Clearing Firm. 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. Operational Risk Operational risk can be experienced when an issuer of an investment product is unable to carry out the business it has planned to execute. Operational risk can be experienced as 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 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 Page | 20  Wrap Fee Brochure 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 hybrid security. It combines the features of multiple different financial products into one. They combine bonds and additional investments to offer the features of both debt assets and investment assets. Structured notes aren’t direct investments, but rather they’re derivatives. This means they track the value of another product. The return on a structured note depends on the issuer repaying the underlying bond and paying a premium based on the linked asset. Despite their unique ability to combine safety with returns, structured notes have plenty of risk. Here are a few reasons to exercise caution with structured notes: Apparent Security -The bond component of a structured note can make this product seem more secure than it actually is. The bond portion of many structured notes might guarantee only a portion of your money back. It might also guarantee just a base return if the rest of the investment goes well. Market Risk- The derivative portion of structured notes are exposed to the risk of whatever market they are tied to. Your return comes entirely from investment performance. Your principal may be in the balance as well. All investment carries risk. Linking the note to more speculative or exotic products can magnify that risk significantly. Complexity - commodity futures and foreign currency bundles can be extremely complex. Liquidity and Call Provisions - Your money is locked up in a structured note until the bond matures. There may not be a market to resell a structured note. However, the bond issuer can include a call provision that recalls the structured note before maturity if it’s losing money. You can then lose your money if the derivative portion performs poorly. If that derivative performs well, the issuer can recall the note before you are able to collect a return. 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. 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 Page | 21  Wrap Fee Brochure 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. • 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. Independent Managers XML 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. Mutual Funds and ETFs An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a funds stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The Firm may invest in closed- end mutual funds where the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a closed-end mutual fund’s shares may differ significantly from the NAV during periods of market volatility, which may, among other factors, lead to the closed-end mutual fund’s shares trading at a premium or discount to actual NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily for index-based ETFs and potentially more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. Mutual Funds and ETFS that employ alternative strategies such as long/short investment management, or the management of leveraged positions through derivatives involve a higher risk of volatility and loss of principal. Refer to the Leveraged ETF content above. Cybersecurity Page | 22  Wrap Fee Brochure 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, 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. 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. Item 7 – Client Information Provided to Portfolio Managers In order to serve our clients and conduct day-to-day services with product vendors, we need to share non-public personal information in the normal conduct of our business with affiliates and with companies not affiliated with us. Updated client information received by us is shared in a timely manner with outside vendors as necessary. These updates are often provided daily. We need to share a client’s personal information in order to process transactions, maintain accounts(s), and offer our products and services. This sharing allows us to provide better and more complete financial advice and comply with legal and regulatory requirements. When we share information with companies not affiliated with us who are under contract to perform services on our behalf, such as vendors that conducting auditing services or provide services directly related to an account’s relationship with us, our agreements with these companies require that they keep client information confidential and not use such information for any unrelated purpose or they have privacy policies that restrict how they use the information visible to them. We share non-public personal information if required to respond to court orders, regulatory inquiries, or legal investigations. Please refer to our Privacy Notice on https://www.xmlfg.com/disclosures. Item 8 – Client Contact with Portfolio Managers Your primary contact for information and consultation regarding your account(s) is your IAR. In certain instances, your IAR will coordinate a response with a third-party Portfolio Manager (if applicable) or arrange for you to consult directly with a third-party Portfolio Manager. Item 9 – Additional Information Disciplinary Information Page | 23  Wrap Fee Brochure Registered investment advisers 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. Other Financial Industry Activities and Industry Affiliations Broker/Dealer (affiliated entity) The BD is a fully disclosed, introducing broker-dealer. The IAR servicing your Programs are also registered with various states as a broker agent through the BD. Broker agents are only allowed to conduct securities transactions for residents of states in which they and the BD are registered or where an exemption from registration exists. Broker agents are eligible to receive transaction and trailing compensation in the form of commissions for effecting transactions in brokerage accounts, for conducting analysis in recommending commission-based products such as open-end mutual fund with share classes offering sales loads or 12b-1 fees, selling insurance-based securities products, and subscription- based investments. Ineligible Assets Subject to Brokerage Compensation IARs are prohibited from receiving brokerage commission compensation and investment advisory fee compensation on the same assets. It can be advantageous for a client to hold a brokerage/commission position in a Program account, as allowed by the Program, for various reasons such as to hold a position for conversion to advisory or avoid maintaining a separate account. Certain Programs enable clients, as allowed by the Clearing Firm, to hold brokerage type positions, such as open-end mutual fund share classes with sales loads and 12b-1 fees, Municipal bonds, or other positions classified as Ineligible Assets. Ineligible Assets are coded by the Clearing Firm as a Non-Program asset, are excluded from the performance reporting and billable asset value of the Program Fee calculation and may be subject to brokerage compensation. Refer to the BD’s Reg BI Brochure for more information. Other Programs managed by a third-party manager prohibit holding positions not selected by the Program portfolio manager. Fee based/advisory or Commission/brokerage? IARs offering these Programs are also broker agents with the BD. They are able to offer both brokerage and investment advisory services. Which is better is a complicated question and in the industry and there are passionate opinions for both sides. There are firms that either offer both or one or the other separately. What it comes down to however is what you feel comfortable with We have a client-focused approach that is designed to serve you. The IAR’s also must structure their business to be able to service and support the clients they accept and within XML’s capability and business relationships as well as their own capabilities. We cannot be all things to all people. Therefore, it is important to weigh the pros and cons of the value you seek from professional services and how you will pay for those services. You should discuss the type of needs you have and the investment plan you wish to establish with the IAR. For some situations, one fee structure and arrangement would be more appropriate or more cost effective over the other (fee based vs. brokerage). For example: An investor in the accumulating stage of their life who really doesn’t have planning needs and a ‘buy and hold’ objective likely would have lower expenses if they established a brokerage account where they pay a mutual fund sales load and custodial transactional costs on trades in that account. The expectation is that servicing needs are ‘point in time’ and at time of sale based, no monitoring is needed, trading should be minimal, thus a lower cost over all to the client. However, if a client wishes to utilize financial planning services, distribution strategies, ongoing investment discussions and monitoring, rebalancing of investments and periodic changes, a fee-based/advisory structure would be the generally accepted method of service. Insurance Agency (affiliated entity) The BD is also an insurance agency. Many IARs are also licensed insurance agents. The insurance agents can offer insurance products and are eligible to receive compensation for products sold or receive residual compensation when assigned to them via a change of agent. The insurance commissions received are in addition to trading commissions or investment advisor fees earned as part of any other service at the BD or XML. Page | 24  Wrap Fee Brochure A recommendation by an insurance agent to purchase an insurance product presents a financial conflict of interest, as the receipt of commission compensation provides an incentive to recommend products based on financial gain. However, it is part of our culture and policies that a recommendation should be based on the needs and best interest for the client, not on the financial incentive of the Firm or IAR. Insurance recommendations are based on a point in time, with the facts and circumstances known at the time. You are not under any obligation to purchase a security or insurance product from the BD or any insurance agents or insurance agent referred to you. You can purchase insurance products through another insurance agency, independent and not affiliated with XML. Continuing Education Provider (affiliated entity) The BD has the ability to offer continuing education seminars for certified public accountants (“CPAs”). Educational presentations that comply with the applicable state criteria could be held for CPAs attendance and qualify for the respective number of continuing education credits toward their CPA designation. The BD does not charge a fee for these services. CPAs may feel inclined to refer their clients to XML or the BD for services. However, the CPA would not be compensated with a referral fee. Industry Affiliations XML and BD are part of the Focus Financial Partners, LLC (“Focus LLC”) partnership. Specifically, XML and BD are wholly- owned indirect subsidiaries 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 and BD are indirect, wholly-owned subsidiaries of Focus LLC, CD&R and Stone Point investment vehicles are indirect owners of XML and BD. 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. Pursuant to a management agreement between XML, Focus LLC and BR Financial Associates Management Company, LLC (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. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading XML adopted a Code of Ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth the standards of conduct expected of the Firm and 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, or trading in a manner that does not place clients’ interests first. The Code of Ethics also requires certain personnel to report their personal securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings), certain exceptions apply. However, Supervised Persons are permitted to buy or sell securities that they also recommend to clients when 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. Page | 25  Wrap Fee Brochure 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 (i.e., spouse, minor children and adults living in the same household) a transaction in that same security on the same day unless: • • • If on the same side, the transaction for the client has been completed; if opposite, the transaction can be completed before the client (Example: Supervised Person is selling, client is buying). The transaction for the Supervised Person is completed as part of a batch trade with client trades and securities pricing is averaged the same price applied to all transactions; 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 often could be recommending the purchase or sale of a security or buying or selling a security in a client’s account where another IARs could be recommending and submitting transactions on the opposite side unbeknownst by each of the IARs. Clients will receive varied pricing, 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. 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. 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. Due to industry rules, these must be less than $100/person in value. Non-logo promotional items are logged and aggregated for review with other sponsorship or gifts by the same company during the year to review for concerns of favoritism or potential conflicts. Typically, gifts are shared with all employees at the office where received. Wholesaler/product sponsor events 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. 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 related business or have the expectation of influence. Page | 26  Wrap Fee Brochure 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. Nevertheless, while these measures are in place this could create a conflict of interest in the selection of one investment product over the other. 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. However, the more an IAR learns about the product, the more likely they are to recommend that product, so sponsors could receive an advantage over other similar products. Pre-Clearance Requirement for Certain Securities Transactions and Prohibited Securities Transactions IARs are required to abide by Firm policies regarding transactions in securities the Firm deems as Restricted Securities. This includes purchasing certain securities due to an IAR having material and non-public information or an affiliates’ activity. XML has policies and monitoring procedures in place with regard to purchasing securities for personal and related accounts, which are incorporated in XML’s Code of Ethics and the BD’s Written Supervisory and Procedures. A complimentary copy of XML’s complete Code of Ethics will be provided upon request by contacting us via the information provided on Item 1. Participation or Interest in Client Transactions, other Client Transactions By participating in one of the Programs, you instruct the IAR, or applicable third-party sub-advisor(s), to direct all orders for the purchase and sale of securities through the BD and the Clearing Firm to execute, clear and settle all orders. By directing brokerage to the BD and the Clearing Firm, you may not necessarily receive best execution on each transaction. You may pay higher brokerage fees or other transaction costs or greater spreads, or receive less favorable net prices, on transactions than would otherwise be the case if the IAR had discretion to place orders for the purchase and sale of securities for the account through other broker-dealers. Furthermore, the IAR and sub-advisor(s) submit trades for the same securities for other clients which could be through other broker-dealers ahead of client's trades. By executing non- directed trades ahead of the client's directed trades, the client may receive less favorable executions prices to other clients due to, among other things, market movements. In addition, at times the BD and the sub-advisor(s) may aggregate trades ("Block Trades") to average price trades of its other clients through other broker-dealers for the same securities as those being traded by the sub-advisor(s) through XML for the client. Block Trades typically obtain more favorable prices and brokerage charges than transactions excluded from the Block Trades. In connection with its affiliation with the BD, XML receives direct and indirect benefits through participation in these Programs, such as receipt of client statements and confirmations, access to research related products and tools, discounts for conference attendance or prepared presentation materials and sales literature. Best Execution XML is required to take all reasonable steps to obtain the best possible trading result for clients. We consider several factors, including the price, costs, speed, likelihood of execution and settlement, size, nature, confidentiality and any other relevant considerations when executing orders on client’s behalf. Best execution does not expressly mean the lowest cost or best price. To comply with best execution obligations, XML evaluates the orders received in the aggregate and periodically assess the execution quality of the various competing markets, trading venues, dealers and the market makers to which the orders are routed for execution. XML does not aggregate client orders at a firm level. Trades are monitored for suitability, as pertaining to the client's goals and risk tolerances. Trades executed through the BD at the Clearing Firm are screened through a trading filtering and alert system. The BD principal either approves, resolves, or cancels/corrects problematic trades. Trades are placed on an individual basis by each IAR. The BD itself does not engage in "block trades" on a principal basis and does not maintain an inventory. IARs will submit a block trade, such as for discretionary programs, whereby multiple clients of the IAR are trading the same security. The executed price is averaged for all accounts. Page | 27  Wrap Fee Brochure The securities that are traded for a client are traded in more than one marketplace. Consistent with the overriding principle of best execution and subject to applicable regulatory requirements, we rely on the Clearing Firm’s discretion in selecting the market in which to enter your orders. They route client orders for over-the counter and listed equity securities to exchange venues, as appropriate, with best execution being the highest priority. They receive compensation in the form of a per-share cash payment for directing order flow to these market makers. They consider a number of factors when determining where to send client’s orders, including execution speed and price, price improvement opportunities, the availability of efficient and reliable order handling systems, the level of service provided, and the cost of executing orders. First Clearing strives to execute all held orders at prices equal to or better than the displayed national bid/offer price, up to the displayed size, at the time of execution. The Disclosures of Order Routing Information, for the BD and the Clearing Firm is available on https://www.finra.org/finra-data/606-nms-data. IARs primarily operate independent of each other, therefore there will be disparity among clients between securities held, strategies implemented, recommendations, approaches to similar situations, and different trading price and execution times. It is possible that at any given time, unbeknownst to each other, one IAR could be recommending a client "buy" while another IAR could be recommending to another client to “sell” the same security. Likewise, third-party managers could be buying or selling the same security without knowledge of the activity of the client’s investment activity held elsewhere. An agency cross transaction occurs when an investment adviser acting either as a broker-dealer or through an affiliated broker-dealer executes for a fee a transaction between an advised client and a client of the broker-dealer. If the BD recommends an agency cross transaction it must first disclose to the client in writing the capacity in which it is acting and obtain the client's consent to the transaction. Where it is determined that restitution is called for or that a trade must be cancelled and/or corrected, all or part of the disputed trade will be placed in the BD’s Error Account and corrected accordingly. Any profit resulting from subsequent trade(s) is credited by the Clearing Firm to the BD Error Account. This amount could be applied to offset a loss resulting from another trade correction and can be carried over into the next month. However, trade losses must be promptly covered and credits in the Error Account are not paid out to the BD or XML. Review of Accounts Account positions are reviewed by the IAR on a scheduled and as needed basis with annual or quarterly review conducted to ascertain whether the current asset allocation is consistent with the client's objectives and goals and for other factors as the Firm and/or IAR deem necessary. If you have a significant change in your profile or account objective, you should notify us promptly to update your information and ascertain if your current investment plan is still suitable or if changes need to be made. Likewise, if there are significant market changes or industry occurrences, these could also trigger an investment review. XML monitors client portfolios on a continuous and regular basis. Advisors have access to the Clearing Firm’s Advisor Center. This serves as their hub of Advisory accounts and includes various monitoring functions and reports that are considered industry best practices. The entire scope of account reviews cannot be quantified. The servicing and review of an account occurs 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. 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 of 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 to clients per request. Reviews are conducted on a sampling basis, and as needed and for those accounts where the IAR feels it is necessary. For example, when there is a change in objective, personal financial profile or material inflow or outflow of funds. Page | 28  Wrap Fee Brochure 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 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 and guidance applicable to the individual at that time regarding addressing such matters. Trusted Contact We urge all clients to provide us with a trusted contact. A ‘trusted contact’ is an individual authorized by the client to be contacted by us in limited circumstances. These circumstances would include concerns about the client’s wellbeing or if we suspect financial exploitation. A trusted contact must be age 18 or older and may be a family member, friend, attorney, accountant or another reliable third party. The client may establish more than one trusted contact and may add or change a trusted contact at any time by providing instructions to us in writing. A trusted contact cannot receive account balance information, direct trades in an account and cannot make decisions about the client’s account unless separate authorization is implemented. For more information refer to our Education page on https://www.xmlfg.com/disclosures . 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 analysis and reports. Moreover, it remains your responsibility to promptly notify us if there is ever any change in the information you 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 discussed with the IAR otherwise you could negatively impact our investment advisory services. We don’t know what we don’t know. You are encouraged to discuss your needs, goals and objectives with XML. We invite you to at least annually contact us to hold an annual review, if one has not been done so already. Please contact us regarding changes to your financial profile, personal information and circumstances that were previously not communicated to XML. You are also encouraged to review the 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. XML enables performance reports to be made available to clients or as requested by the client. The Clearing Firm, who is a qualified custodian, provides 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 custodian 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. Custody We prohibit Supervised Persons from; having the authority, or access, to withdrawal funds from any account of an individual or entity; holding client checks; serving as trustee for client assets; having check writing authority on behalf of clients; or be in possession of a client’s username and password that would enable them to effect account transactions or withdraw funds. These prohibitions do not apply to Supervised Person whom, due to a spousal or family relationship, would serve in such a capacity or unless fully disclosed and approved by the Firm. XML will not have physical custody of any client assets. However, due to certain authorities granted in custodial new account applications with the BD, XML is deemed by the applicable regulatory rules to have custody of the Program assets. XML satisfies the applicable regulatory Page | 29  Wrap Fee Brochure requirements related to custody by, among other things, ensuring that an annual surprise audit is conducted by an independent, PCAOB registered accounting firm. Client investment checks for deposit into investment accounts must be made payable to the custodian, such as “First Clearing”. Should we receive checks made payable to the account owner instead of the custodian, we will require the client to either properly make the check payable to the custodian or we reserve the right to return the check. The Clearing Firm calculates and deducts XML’s advisory fees from the account per the Program Agreement. Accountholders must authorize the Clearing Firm to pay the XML advisor's fees from their account, or indicate another account at the Clearing Firm. It is the accountholder’s responsibility to verify the accuracy of the fees. The Clearing Firm has no obligation to review or monitor these fees. It is recommended that the accountholder contact their IAR if they have any questions. Client Referrals and Other Compensation Sponsorship 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 from January 1, 2024 to February 1, 2025: • • • • • • • • • • • • • • • • • • Advent Software, Inc. (includes SS&C) BlackRock, Inc. Blackstone Administrative Services Partnership L.P. Capital Integration Systems LLC (CAIS) Charles Schwab & Co., Inc. Confluence Technologies Inc. Eaton Vance Distributors, Inc. (includes Parametric Portfolio Associates) Fidelity Brokerage Services LLC and Fidelity Distributors Company LLC (includes Fidelity Institutional Asset Management and FIAM) Flourish Financial LLC Franklin Distributors, LLC (includes O’Shaughnessy Asset Management, L.L.C. (OSAM) and CANVAS) K&L Gates LLP Nuveen Securities, LLC Orion Advisor Technology, LLC Pinegrove Capital Partners LLC (includes Brookfield Oaktree Wealth Solutions) Practifi, Inc. Salus GRC, LLC Stone Ridge Asset Management LLC The Vanguard Group, Inc. Page | 30  Wrap Fee Brochure • • TriState Capital Bank UPTIQ, Inc. You can access updates to the list of conference sponsors on Focus’ website through the following link: https://www.focusfinancialpartners.com/conference-sponsors. 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 negotiates the advisory fee with the client. Thereby, mitigating the referral conflict. IARs who refer clients to another XML IAR usually agree to a certain percentage split of the investment advisory fee 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 the 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 the compensation to be provided for the referral. Other Compensation and Additional Information The following information is related to the revenue share that the affiliated BD is eligible to receive, not XML, from applicable Program assets and your respective account activity and selection of services. Cash Sweep For both Program and brokerage accounts held at the Clearing Firm clients can earn a rate of return on the uninvested cash balances in the account by automatically placing or "sweeping" cash balances into a sweep vehicle until such balances are invested or otherwise needed (“Cash Sweep”). Cash Sweep vehicles currently consist of Money Market Mutual Funds and a Bank Deposit Sweep, which is composed of interest-bearing deposit accounts at four banks affiliated with Wells Fargo & Company (‘Bank Sweep”). Eligibility for each available sweep vehicle is determined by the Clearing Firm based on the type of account. The Bank Deposit Sweep is the only available option for non-ERISA, non- Page | 31  Wrap Fee Brochure discretionary IRAs or non-entity clients who elect the Cash Sweep Program. However, the balances in IRA discretionary advisory and ERISA discretionary advisory accounts will be excluded from the BD’s monthly revenue share calculation. The BD benefits financially from the Cash Sweep. The BD’s agreement with the Clearing Firm provides for a monthly revenue share calculated on the average monthly net assets invested in the Bank Sweep or Money Market Sweep, except for ERISA assets, at a rate that increases as client balances increase. The Bank Sweep is significantly more profitable to the BD than any other cash sweep vehicle. However, in a very low interest rate environment and in accordance with the BD’s agreement with the Clearing Firm, this revenue share could result in very minimal to no monthly revenue. This creates a conflict to encourage clients to elect the Cash Sweep Program. However, this conflict is mitigated in that the Financial Professionals, with some exceptions, who are recommending investment accounts, investment products and allocations are not compensated directly from revenue the BD receives from Cash Sweep Balances. The Bank Sweep is insured by the FDIC. Refer to https://www.fdic.gov/resources/deposit-insurance/understanding- deposit-insurance/ to better understand what his coverage means and what it does not cover. Note however that the interest rate you will receive will likely be lower than on money market funds that you would invest in or that you would receive in an interest account directly with a bank. Important information regarding your options, bank aggregate amounts, FDIC and SIPC coverage and fees are available in the Cash Sweep Program Disclosure Statement provided when you opened your brokerage account and consult with us. Please read over this document carefully. You can elect not to participate in the Cash Sweep Program and/or periodically invest cash balances directly in available money market mutual funds or other products offered as direct investments outside of the Cash Sweep Program by providing instructions to your IAR Margin Balances The BD charges interest on margin debit balances in accordance with the margin agreement and Statement of Interest Charges as provided in the brokerage account Client Agreement packet. The BD is eligible to earn the difference between the interest rate charged to you and cost of funds. The BD’s agreement with the Clearing Firm increases the profitability of margin lending as client margin debit balances increase. This creates a conflict in that the BD receives this revenue in addition to the compensation for other brokerage products and services and is an available for most Program accounts. However, this is mitigated in that you must determine whether to maintain margin balances and the IAR is not compensated directly regarding this revenue. Clearing Firm Transition & Extension In 2020 the BD renegotiated an amendment to the agreement with the Clearing Firm that included an extension of the agreement to 2024 and receive a cash extension award. Another amendment to the agreement with the Clearing Firm was made effective as of February 1, 2022, and included revisions to decrease revenue sharing and expense amounts, a cash extension award and extended the agreement through 2027. These award payments are recognized on a monthly basis with the intent to be used to offset infrastructure expenses of the BD. It is not applied as compensation to IARs. The Clearing Firm applies a pro-rated termination Fee Schedule should the BD terminate its clearing agreement before the end of the contract term. These benefits and penalty present a conflict of interest related to XML’s and the BD’s use of the Clearing Firm platform. A change to another Clearing Firm would likely generate a similar award. To change Clearing Firms is a significant undertaking for a firm and its clients. The use of a Clearing Firm is a long-term commitment and integral part of an introducing broker-dealer’s business model, and product and service offerings, thus it is not a change to be made lightly or frequently. The BD and XML periodically review the Clearing Firm services as described herein. For the IARs who are also broker agents with the BD, use of the Clearing Firm provides advantages for clients in that the professional can offer both products and services in a comprehensive and coordinated manner. Clients with both brokerage and advisory accounts at the Clearing Firm are able to enjoy the benefits of working with one custodian, such as consolidated reporting, costs advantages of householding, ease of transferring funds and securities between accounts, and the same contact to service the accounts. Clients have a wide range of access to products, reporting, and services at a single custodian. Page | 32  Wrap Fee Brochure Account Charges The BD receives revenue from the application of some of the fees listed in the XML Securities, LLC Schedule of Client Fees. This includes the postage fee applied to certain transactions. The revenue share in these fees is minimal and helps off-set other account related servicing costs imposed by the Clearing Firm and paid for by the BD. These costs are often generated based on the client’s direction or action, and are generally immaterial. The IAR is not compensated on these fees. These percentages may change as negotiated between the Clearing Firm and the BD. At the Clearing Firm’s sole discretion, the schedule of fees can change, be discontinued or a new schedule issued. Securities Based Lending/ Priority Credit Line (PCL A Priority Credit Line (“PCL”) is a type of non-purpose margin loan that can be used for any personal or business need except to purchase, carry, or trade securities or to pay down or pay off a margin account. These are also known as a non- purpose loan. A non-purpose loan may offer greater borrowing power than traditional margin against stocks, mutual funds, and exchange-traded funds (ETFs). Further, securities not eligible for margin may be eligible collateral for a PCL. What should you know before you borrow against securities? Borrowing against securities involves risk and may not be suitable for all investors. You need to understand and carefully consider these risks before opening a PCL. Although a PCL may allow you to meet a borrowing or liquidity need without having to sell your securities, it is possible you can lose more funds than you initially deposited in your account. A decline in the value of securities that are collateralizing your loan may require you to provide additional funds or securities to First Clearing to avoid a forced sale of your securities in your account(s). Utilization of a PCL through BD at the Clearing Firm is at your discretion and is available to you as an option to your brokerage account. In the capacity as such, a broker-agent can facilitate the implementation of a PCL. The PCL is a line of credit backed by the value of eligible securities in a designated account. This product is designed to help you meet personal or business cash-flow needs. There are many terms and conditions, including important restrictions regarding the purposes the funds can be used for. They cannot be used for securities related activity. A PCL application will be reviewed and either approved or denied by BD. We and/or First Clearing reserve the right to reject a PCL application for any reason. In the capacity as a broker agent, your Financial Professional can recommend and facilitate the implementation of a PCL. For PCLs opened through BD at First Clearing, the PCL default rate is the rate calculated per the Statement of Interest Charges located in the brokerage account agreement documents. However, BD has elected to offer an initial Firm Adjusted Rate for new PCLs opened through BD. The Firm Adjusted Rate must be manually activated and approved by us in order for it to take effect. It is a fixed percentage above the BD’s cost of funds, which can change without our control. Once established, the PCL rate will be adjusted automatically by the Clearing Firm per the State of Interest Charges. BD will receive the portion of the interest applied over its cost of funds as compensation in the form of revenue share. We fee the conflict for recommending a PCL or not recommending a PCL is mitigated in that the IAR is not receiving this compensation directly. Thus, BD has elected to implement an Adjusted PCL rate to minimize the conflict related to compensation for BD. BD may grant an exception for a rate lower initial rate than the Firm Adjusted rate should the client request such rate, for example in a competitive situation. These exceptions will be reviewed on a case-by-case basis and unique circumstances considered. Please read through the materials provided related to the PCL and discuss the PCL restrictions, use of funds and interest rate with your Financial Professional. Once a PCL is active you can refer to the custodial statements to view the interest rate and charges under the section titled “State of Interest Charged”. Refer to the BD’s Reg BI Brochure for more information at https://www.xmlfg.com/regbibrochure. Accounts transferring to BD with an established securitized loan interest rate lower than the firm Adjusted rate may or may not be granted an interest rate exception. Additional Considerations Associated with Pledging Advisory Accounts Page | 33  Wrap Fee Brochure In addition to the risks mentioned above, with respect to investment advisory account(s) that are pledged or otherwise used as collateral in connection with the Priority Credit Line, the exercise of our rights and powers over the assets in your advisory account(s), including the disposition and sale of any and all assets pledged as collateral may be contrary to your interests and the investment objective of your advisory account(s). Any recommendation to participate in the Priority Credit Line, as well as the related compensation that BD, the Clearing firm or their affiliate may receive, could create conflicts of interest between you and us or, if applicable, the Clearing firm or their affiliate. For example, such recommendation to participate in the Priority Credit Line could result in a situation in which the Clearing Firm is required to liquidate securities your IAR or money manager would otherwise not sell, and which may not otherwise be in your best interests to sell, to satisfy a maintenance call. We or a third-party money manager will seek to manage your advisory account(s) as agreed under your advisory program agreement(s), provided that, if a maintenance call takes place, we or your money manager may not be able to manage your advisory account(s) consistent with our or the money manager’s overall strategy. Any action taken by us, or an affiliate, against the assets in your advisory account(s) pursuant to your Priority Credit Line Agreement will not constitute a breach of our fiduciary duties as an investment advisor to you under your advisory program agreement(s). In addition, the costs associated with the Priority Credit Line, including the costs associated with a maintenance call, are not included in your advisory program fees and may result in additional compensation to us, our affiliate, and the IAR. See your advisory program disclosure document(s) for additional information on the conflicts of interests and risks associated with pledging your advisory account(s).It is important you read and understand the PCL Disclosure document. This also contains Additional Considerations Associates with Pledging Advisory Accounts. Recruiting Cost Support Concession During the term of an agreement between BD and the Clearing Firm, BD may be eligible for a Recruiting Cost Support Concession payment for a qualifying financial professional who transfers client assets to the Clearing Firm as measured by such agreement. This creates a conflict for XML and BD as there is an incentive to bring financial professionals and their client’s assets to the firms and recommend they utilize the Clearing Firm. We feel this is mitigated in that our firm is structured around supporting the operations at the Clearing Firm. This is a large factor of our business model. There is an inherent economy of scale and it is a general practice for an introducing broker-dealer to have only one clearing firm. We are structured to maintain only one clearing firm. The more custodians a firm or IAR use, the higher the burden on the internal operations, supervision, monitoring and the day-to-day supporting of accounts on the IAR’s and support staff. Financial Information XML is not required to disclose any financial information as 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 | 34