The firm’s heritage began with its Co-Founders back in 2004. XML was formed in September of 2016. XML offers portfolio management 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 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. Wrap Fee programs offered are not described in this Brochure. These programs offer different services and investments and some have different fees and minimum investment requirements. To learn more about other advisory programs offered, ask your XML Wealth Advisor or visit https://www.xmlfg.com/disclosures. 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. Ferdinand FFP Acquisition, LLC 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. 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. As of December 31, 2023, XML managed $1,590,000,000 of discretionary assets and $1,163,500,000 of non-discretionary assets in non-discretionary across all of our advisory programs. 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, as in the case of hourly or fixed fee services, per a consulting agreement or 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 to both clients of XML and non-clients of XML through XML’s affiliated broker- dealer, XML Securities, LLC (“BD”), member FINRA/SIPC. While our primary custodians are Fidelity and First Clearing, a trade name used by Wells Fargo Clearing Services, LLC, Member SIPC, we implement investment advice on behalf of certain clients in held-away accounts that are maintained at independent third-party custodians. These held-away accounts are often 401(k) accounts, 529 plans and other assets that are not held at our primary custodian(s). ACKNOWLEDGMENT OF OUR FIDUCIARY STATUS WITH RESPECT TO RETIREMENT ACCOUNTS The U.S. Department of Labor issued a rule pertaining to investment advice provided to retirement investors, called Improving Investment Advice for Workers & Retirees. The rule applies to retirement accounts governed by the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“Code”), including Individual Retirement Accounts (“IRA”) and Education Savings Account (“ESA”). Pursuant to the rule, we are providing the following acknowledgment: When we provide “investment advice,” as defined under Title I of ERISA or the Code, to you regarding your retirement plan account, IRA, or ESA, we are fiduciaries within the meaning of ERISA and/or the Code. The way we make money creates some conflicts with your interests, so when we operate as a fiduciary for your retirement account(s) we operate under a special rule, PTE 2020-02, that requires us to act in your best interest and not put our interest ahead of yours. To the extent that particular communications to you or activities are considered "investment education" or otherwise non-fiduciary under ERISA, we are not a fiduciary in connection with such communications or activities. 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 Department of Labor has published a guide titled Choosing the Right Person to Give You Investment Advice: Information for Investors in Retirement Plans and Individual Retirement Accounts, which can be found at https://www.dol.gov/agencies/ebsa/about-ebsa/our-activities/resource-center/faqs/choosing-the-right-person-to-give- you-investment-advice. 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.
• 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” under Education and Notices on https://www.xmlfg.com/resources/. Portfolio Management Services XML offers portfolio management services to retail investors and other types of clients, as further described herein under Item 7. We manage client investment portfolios on a discretionary basis primarily using the custodian Fidelity Brokerage Services LLC (“Fidelity”). The Advisory Agreement used for discretionary portfolio management services at Fidelity is the XML Discretionary Investment Management Agreement (“IMA”). XML’s portfolio management services entail allocating, purchasing or selling of various types of securities, such as mutual funds and exchange-traded funds (“ETFs”), as well as individual debt and equity securities in accordance with clients’ investment objective indicated at the household level, versus based on

the individual account. XML does not offer proprietary investment products. However, we are limited in the types of products that Fidelity will allow clients to hold in their account. 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 the respective current product offerings in those categories. Therefore, it is important for you to ask the IAR about XML’s general approach to portfolio management, his/her experience and the types of products that XML generally 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 advisory 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 clients to assess their risk tolerance, time horizon, liquidity constraints and other related factors relevant to their financial profile and the management of their portfolios. Therefore, the services provided to clients will vary. Please promptly notify us if there are changes in your financial situation or if you wish to place any limitations on the management of your portfolios. Should you wish to impose reasonable restrictions or mandates on the management of your account, please submit such requests in writing. XML has a program in place to monitor portfolio management assets under the IMA. This service is included by 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, that are prompted as needed, 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 Firm believes there is a concern as to the ability of the respective manager to meet the client’s investment objective. XML seeks to ensure 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, including the following:
• Retirement planning
• Cash flow planning
• Trust and estate planning
• Educational planning
• Insurance planning
• Tax 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. The client may not provide XML or an IAR with account access rights that enables the ability to effect trades, withdraw or transfer funds or change account documentation delivery methods. Prior to initiating a rollover from a qualified plan or Individual Retirement Account (IRA) into another plan or IRA, we encourage you to read through a special section of our website “RETIREMENT ASSET EDUCATION CENTER” on https://www.xmlfg.com/retirement-education/. If you would like materials in a larger font, a hard copy mailed to you, review this verbally with a staff member or have any questions, please contact [email protected]. Retirement Plan Consulting XML provides various consulting services to qualified employee benefit plans and their plan fiduciaries. This suite of institutional services is designed to assist plan sponsors in structuring, monitoring and optimizing their corporate retirement plans. Each engagement is individually negotiated and customized, which typically includes the following:
• Plan design and strategy
• Plan review and evaluation
• Executive planning & benefits
• Investment selection
• Plan fee and cost analysis
• Plan committee consultation
• Fiduciary and compliance
• 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 related persons involved with the Loan provider. Wrap Fee Programs Certain IARs who are dually licensed financial professionals registered with the BD, are able to offer Wrap Fee 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 primary broker-dealer trading charges, as opposed to paying those separately to the broker-dealer. 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. The Wrap Fee Program may cost more or less than purchasing such services separately. A separate XML Form ADV Part 2A Appendix 1 Wrap Fee Program Brochure (“Wrap Fee Brochure”) is also made available and provided free of charge at https://www.xmlfg.com/disclosures/.