XML Financial LLC

Item 5. Fees and Compensation
XML offers advisory services for compensation based on a percentage of assets under management, hourly charge, and
fixed dollar fees (other than subscription fees).

A PERCENTAGE OF ASSETS UNDER MANAGEMENT

Portfolio Management Service

The principal fee and cost associated with portfolio management services is 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 another advisory program agreement. Custodian
transaction fees and account charges, and the underlying investments’ expenses, as applicable, are additional costs
borne by the client/account owner(s). 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 assets to an established account. IARs must adhere to the investment
advisor fiduciary standard and act in the best interests of the client. We mitigate this conflict by enabling the IAR and
client to negotiate the asset-based management fee and code certain 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, which is a typical practice for investment advisors.

Asset-based Fee Schedule

XML has a recommended non-wrap account Tiered Fee schedule in XML’s IMA for XML’s Management Fee. However
the fee is negotiable with the client. The annual asset-based management fee paid by clients will vary among the firm’s
clients depending on the account and household asset levels, and the complexity and scope of 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

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  2A Brochure                                                                           XML Financial Group

under management, projected household 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 are not compensated on or to increase our
compensation. We try to mitigate this conflict with training and educating IARs on their fiduciary duty and focus on what
is in the best interest of the client. XML, it’s employees and the IARs are professionals and it is reasonable to be fairly
compensated for their time, guidance, experience, knowledge and opinion, operational support, performance of services,
evaluation whether or not to make a recommendation, even if that results in an action, a hold recommendation or no
action. Our business model is not the same as a large, online, client directed or self-service operation. Therefore, our
pricing is not comparable to these types of business structures. You will likely pay more in fees for XML’s more
personalized services which are provided primarily by employees and professional staff.
Effective June 1, 2026, XML revised the Tier Fee Schedule in XML’s IMA to the schedule below. The IMA includes an
option for a fixed annual Management fee to apply which would override the Tier Fee Schedule. Advisors may
determine that the Tier Fee Schedule is not appropriate for households with lower asset levels or those anticipated to
require elevated servicing, and instead apply a fixed annual Management Fee of 1.25% or higher.

                                        High Net Tier Fee Schedule
                                            Household Value             Base Fee
                                             First $3,000,000            1.00%
                                             Next $1,000,000             0.90%
                                             Next $1,000,000             0.80%
                                             Next $1,000,000             0.70%
                                             Next $1,000,000             0.60%
                                             Next $1,000,000             0.50%
                                             Next $1,000,000             0.40%
                                             Next $1,000,000             0.30%
                                             Next $1,000,000             0.20%
                                             Next $1,000,000             0.20%
                                             Next $1,000,000             0.20%
                                             Next $1,000,000             0.20%
                                             Next $1,000,000             0.20%
                                             Next $5,000,000             0.20%
                                            Above $20,000,000            0.10%

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    2A Brochure                                                                             XML Financial Group
...

Item 7. Types of Clients

XML offers advisory services to retail investors. Per the definition of Form ADV Part 3 (Form CRS), retail investors are; a
natural person, or the legal representative of such natural person, who seeks to receive or receives services primarily for
personal, family or household purposes. This includes individuals, including high net worth individuals, trusts and estates.
We also provide services to corporations, business entities, associations, ERISA plans, pension and profit-sharing plans,
charitable organizations, and trusts and estates not considered retail investors, as mentioned above. Based on our
service model and infrastructure, we feel that retail investors who wish to regularly direct trades, such as on a daily or
weekly basis, may not be best suited for discretionary portfolio management services. Likewise, investors with high
cashflow demands which create a frequent inflow and outflow of funds place a disproportionally higher operational
burden and can inhibit us from providing the portfolio management services to the best of our ability.

Customer Identification Program (“CIP”): Verification of Identity (Individuals and Entities)
Federal law requires financial institutions to obtain, verify, and record information that identifies each individual who
opens an account or has the authorization to direct transactions. We will ask for your name, address, date of birth and

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  2A Brochure                                                                           XML Financial Group

other information that will allow us to properly identify you. We may also ask to visually verify your U.S. state or
government issued driver's license, passport, or other valid identifying documents to your physical person. Accounts
may not be titled in contradiction to government issued identification documents. For entity accounts, formation
documents to verify beneficial ownership criteria and authorized individuals' identification information is required.

Limitations in Service
Should a client move to a state or jurisdiction which the Firm, our IAR or the custodian is not approved to conduct
business or whereby is not exempt from registration, we reserve the right to suspend advisor services or temporarily
reassign services internally to another IAR until proper license or registration approvals are in effect or notify you that we
will be unable to service your accounts. Our restrictions in our services and to whom we can provide services to will also
be affected by changes in regulations, per policies of the Firm and the custodians. IARs may be unable to make
recommendations or discuss securities of which they are in possession of material non-public information, become an
affiliate of XML, restrictions regarding the type of products we are able to recommend in certain types of accounts,
certain products we are not registered to offer, or other such restriction, such as by Executive Order or other condition
outside our control. There are restrictions for clients who move outside the United States (Offshore Customers). We
defer to the applicable custodian regarding their policies and procedures. XML is not affiliated with or agents of National
Financial Services (NFS) or Fidelity Brokerage Services (FBS). Nothing here in is an offer or solicitation of any security,
product or service in any jurisdiction where their offer or sale would be contrary to local law or regulation.

We also reserve the right not to accept funds of which we have a concern violate Anti-Money-Laundering laws such as
those administered by the Financial Crimes Enforcement Network (FinCEN).

Day-Trading
As defined per FINRA Rule 2270, a "day-trading strategy" means an overall trading strategy characterized by the regular
transmission by a customer of intra-day orders to effect both purchase and sale transactions in the same security or
securities. XML does not encourage day-trading strategies and is not structured to support this activity. This activity
would be better serviced by another firm. If you are considering day-trading, please read the educational material at
https://www.finra.org/investors/insights/am-i-pattern-day-trader. You must notify us of your intent prior to requesting
this activity.

Model Act to Protect Vulnerable Adults from Financial Exploitation.
We have policies and procedures in place to address situations in which we have a reasonable belief that financial
exploitation of a vulnerable individual has occurred, is occurring, has been attempted or will be attempted. We reserve the
right take measures to meet the immunity conditions provided by the Senior Safe Act. We will refer to SEC regulations
and respective state and county laws applicable to the individual regarding addressing such matters.

Emergency/Trusted Contact
We urge all clients to provide us with an emergency/trusted contact. A ‘trusted contact’ is an individual you authorize us

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  2A Brochure                                                                          XML Financial Group

to contact in limited circumstances. These circumstances could include concerns about activity in the your account(s), if
we have been unable to reach you after numerous attempts or have a reasonable concern of financial exploitation. A
trusted contact could be a family member, a friend, or another reliable professional; you may have more than one trusted
contact and may add or change a trusted contact at any time. A trusted contact cannot receive account balance
information or direct account transactions. Learn more about this important benefit to your financial wellbeing at
https://info.xmlfg.com/blog/what-is-a-trusted-contact.