A. The Firm - Motley Fool Wealth Management, LLC Motley Fool Wealth Management, LLC (“MFWM”, “us”, “we”, or “our”) is an investment adviser registered with the United States Securities and Exchange Commission since February 12, 2013. MFWM is a wholly-owned subsidiary of Motley Fool Investment Management, LLC (“MFIM”). In turn, MFIM is wholly-owned by The Motley Fool Holdings Inc. (“TMF Holdings”). MFWM has two indirect owners, David H. Gardner and Thomas M. Gardner, who each own 30% or more of TMF Holdings. B. Advisory Services Offered MFWM provides nondiscretionary advice and discretionary account management services. Our nondiscretionary advice consists of: (i) financial review and counseling services for clients investing $300,000 or more in our separately managed account or “Personal Portfolio Program” (“Counseling Services”); (ii) financial planning services for Clients with $1,000,000 or more invested in our Personal Portfolio Program (“Financial Planning Services,” and together with our Counseling Services, our “Planner Services”); and (iii) model delivery services (“Model Delivery Services”). MFWM’s discretionary management services are delivered exclusively through our Personal Portfolio Program. Our Planner Services and Personal Portfolio asset allocations are based upon Clients’ responses to an online questionnaire regarding their financial and portfolio information, risk tolerance levels, time to retirement, need to access assets, and the Client’s plans to add funds to or withdraw funds from their Personal Portfolio account(s) (the “Profile”). Our Planner Services also incorporate additional information we receive from Clients, through their interaction with a financial planner and through Aggregation Software (as described below), regarding their personal financial situation. With respect to MFWM’s Personal Portfolio Program, our proposed asset allocations for Clients investing $300,000 or more may be adjusted as part of our Counseling Services. Clients investing less than $300,000 in our Personal Portfolio Program but who have combined investable assets of $300,000 or more are encouraged to schedule time with a MFWM financial planner to discuss how our Personal Portfolios fit into their overall portfolio. Our Planner Services and Personal Portfolios are provided to Clients pursuant to an Investment Advisory Agreement, which permits either the Client or MFWM to terminate the agreement with notice. We do not separately charge eligible Clients for our Planner Services. Model Delivery Services are generally provided to institutions, such as broker-dealers and other investment advisers, pursuant to a licensing agreement or comparable arrangement. 1. Nondiscretionary Advisory Services a. Planner Services MFWM’s Planner Services are based upon the Client’s personal situation and goals, as communicated to MFWM through the Profile and any information provided by the Client in emails, telephone calls, web conferences, or face-to-face meetings. Since these services rely heavily on the information provided to us by the Client, if the Client provides inaccurate or incomplete information at any point, MFWM’s advice may not be fully tailored to that Client’s needs. i. Counseling Services Clients that have invested $300,000 or more in our Personal Portfolio Program are eligible to receive financial review and counseling services, which include one or more of the following:
• Meetings and consultations with a financial planner;
• Reviewing the Client’s online questionnaire inputs and advising on possible changes;
• Assisting the Client in determining which Model Portfolios (as defined below) in MFWM’s Personal Portfolio Program to follow and providing related asset allocation advice, taking into consideration, among other things, Client portfolio holdings that are not currently under our management;
• Answering specific questions that a Client may have about financial goals and circumstances, including meeting retirement goals and the suitability of current investments; and/or
• Counseling on tax efficiency and general tax considerations. Counseling Services are generally ancillary services provided in connection with our Personal Portfolio Program and are offered free of charge. We may also offer Counseling Services (free of charge) to Clients that are evaluating investments in Private Funds (as defined below) sponsored and managed by affiliated advisory entities, even though these Clients may not meet the $300,000 Personal Portfolio investment minimum. Please see Item 11.B. below for a discussion of the conflicts of interest associated with Counseling Services provided in connection with affiliated Private Funds. Consultations are generally conducted via telephone or email, but a Client may also request to meet with MFWM via web conference or, in limited circumstances, in- person. Face-to-face meetings are by appointment. ii. Financial Planning Services Clients that have invested $1,000,000 or more in our Personal Portfolio Program are eligible to receive complimentary financial planning services. Financial Planning Services include one or more of the following nondiscretionary services:
• Retirement savings and income planning;
• Investment planning;
• Estate planning;
• Tax planning;
• Risk management and insurance planning; and
• Education planning. Each Client that is eligible for Financial Planning Services is paired with a financial planner, who is available for regular consultations. Consultations primarily take place via telephone, but web conference or in-person visits to MFWM’s offices may also be accommodated. Clients may also elect to receive a detailed financial plan. iii. Eligibility for Planner Services Eligibility for Planner Services is determined based on Aggregate Assets (as described in Item 5 below with respect to fee breakpoints). One important difference, however, is that Clients are permitted to combine stock-based and index-based accounts for purposes of calculating eligibility for Planner Services (but not fee breakpoints). Clients that have (or will invest) at least $100,000 invested in our Personal Portfolio Program are also permitted to count (towards the $300,000 or $1,000,000 minimum associated with Counseling Services and Financial Planning Services, respectively) their investments in products and services offered by certain of our affiliated investment advisory entities (“Affiliated Products”). “Affiliated Products” include funds managed by 1623 Capital LLC and Motley Fool Ventures Management LLC. Exchange-traded funds (“ETF”) managed by Motley Fool Asset Management LLC (“MFAM”) and publication products and services offered by The Motley Fool (or any other publishing, non-regulated affiliate) are excluded from the definition of “Affiliated Products” and, therefore, are not counted for purposes of Planning Services eligibility. If an adult member of the Client’s household (as described below under Item 5.A.1.) is an investor in (or client of) our Personal Portfolio Program and/or an Affiliated Product, their assets will be aggregated for purposes of determining eligibility for our Planning Services. However, Financial Planning Services are limited to one Client per household (unless, of course, each Client separately qualifies without the need for aggregation). Clients that are investors in or clients of Affiliated Products (or have an eligible member of their household who is invested in our Personal Portfolio Program and/or an Affiliated Product investor or client) are responsible for notifying us of their eligibility, which can be done by emailing support@foolwealth.com or speaking with a financial planner or a member of the client experience team. MFWM reserves the right to waive the above investment minimums with respect to Planner Services, and in so doing, we may consider, among other things, a Client’s overall relationship with MFWM and its affiliates. b. Asset Aggregation Software MFWM may make available to Clients third-party asset aggregation software (“Aggregation Software”). The Aggregation Software allows Clients to view managed and non-managed accounts on a dashboard including calculation of net worth and cash flow through real-time syncing with third-party account-holders. Clients may also add financial assets and liabilities manually to reflect the full breadth of their financial situations. i. Clients Not Eligible for Planner Services (“Non-Planning Clients”) When making asset allocation recommendations with respect its Personal Portfolio Program, MFWM does not take into consideration any information entered into the Aggregation Software by Non-Planning Clients. Asset allocation recommendations for Non-Planning Clients are based solely on their Profile. Clients are solely responsible for any investment decisions that they make based on their use of Aggregation Software. ii. Client Eligible for Planner Services Clients (“Planning Clients”) Planning Clients may use the Aggregation Software as part of their interaction with MFWM’s financial planners, or as a means of communicating personal financial information to our financial planners. In connection with providing Planner Services (including recommendations with respect to our Personal Portfolio Program), financial planners may utilize information provided by Planning Clients through the Aggregation Software. There is no charge associated with access to Aggregation Software. Client use of Aggregation Software is voluntary, and is exclusively governed by third-party Aggregation Software providers’ respective terms, conditions and policies. By accessing and using Aggregation Software, Clients expressly agree to be bound by such terms, conditions and policies as stated on the third-party service provider websites. Any and all claims or disputes regarding Aggregation Software services are solely between Clients and the service provider in question. MFWM cannot guarantee the accuracy, timeliness or security of the information entered into Aggregation Software. c. Model Delivery Service Model Delivery Services are provided through the licensing and delivery of MFWM’s Model Portfolios (defined below), including regular updates thereto (such as changes in the Model Portfolio composition and recommended rebalancing). Under the Model Delivery Services, MFWM does not manage any client assets, execute trades, vote proxies or exercise any form of investment discretion over client accounts. The “clients” of MFWM that receive the model portfolio(s) are typically institutions, such as broker-dealers and investment advisers (“MDS Clients”). MDS Clients are responsible for assessing (initially and on an ongoing basis) the suitability of any investment portfolio decision they make for themselves or their underlying clients, including decisions made based on our Model Portfolios. 2. Discretionary Account Management a. Model Portfolios & Asset Allocation MFWM’s Personal Portfolio Program enables Clients to own individually tailored portfolios that employ a mix of strategies and asset classes (the “Model Portfolios”). Each Model Portfolio focuses on a particular investment strategy (such as long term buy and hold), type of security (such as growth stocks) or asset class (such as international equities). The Model Portfolios represent different investing strategies and asset classes that allow Clients to hold balanced and diverse portfolios through various stages in their lives. Rather than choosing a portfolio comprised primarily of our traditional stock-based Model Portfolios, Clients may elect a portfolio comprised exclusively of ETFs. We refer to our Model Portfolios that exclusively utilize ETFs as “Index-Based Model Portfolios.” Generally, MFWM does not offer clients blended portfolios consisting of both Index-Based Model Portfolios and stock-based Model Portfolios, although exceptions may be made after consultation with a financial planner. Unless we make an explicit exception below, all references to “Model Portfolios” in this Brochure include Stock-Based and Index-Based Model Portfolios. MFWM may on occasion modify, revise or discontinue Model Portfolios when it feels it is in the best interests of our Clients. Using a Client’s Profile, MFWM will recommend (for each account) an allocation of assets across Stock-Based Model Portfolios or, based on a Client’s election, Index-Based Model Portfolios (the “Allocated Approach”). The exact allocations will be based on the Client’s risk tolerances, needs and goals. As part of our Counseling Services available to Clients investing $300,000 or more in our Personal Portfolio Program, proposed allocations for Planning Clients may be adjusted. Asset allocation recommendations for Non-Planning Clients are based solely on their Profile. A Client may choose to reject MFWM’s Allocated Approach. Instead, a Client may choose an account following one Model Portfolio, with an optional allocation to the Fixed Income Model Portfolio (for ease of reference, these account structures, which may or may not have an allocation to Fixed Income, are referred to as “Single Strategy Accounts”). Not all the Model Portfolios are made available in Single Strategy Accounts. Generally, a Client cannot create a Single Strategy Account following an Index-Based Model Portfolio. Clients may also choose to adjust the allocations within our Allocated Approach, but generally will not be able to remove a Model Portfolio entirely from the Allocated Approach unless the Client chooses a Single Strategy Account (subject to the restriction discussed above with respect to Index-Based Model Portfolios in Single Strategy Accounts). For temporary defensive purposes in times of adverse or unstable market, economic or political conditions, or if MFWM does not believe, in its exclusive investment discretion, that there are suitable investments for the Model Portfolios at that time, a portion of a Client’s account may consist of un-invested

cash beyond what would otherwise be retained in cash for account management purposes. In addition, the various short strategies utilized by our Hedged Equity Model Portfolio may generate cash. Although permitted to do so at the portfolio manager’s discretion, MFWM generally does not create leverage in Client Accounts by reinvesting the cash proceeds of short sales and, as a consequence, Clients may see a cash balance in their Account after MFWM executes a short sale. The cash balances associated with short sales that are not reinvested act as collateral for the short position, and Clients do not earn interest on it. Depending on the account size and Model Portfolio strategies, amounts of un-invested cash may be significant. Holding significant amounts of cash may be inconsistent with the account’s investment strategies, and the account might not achieve its investment objective. b. Securities Selection The selection of individual securities is not personally tailored for Client accounts. Rather, the individual securities purchased and sold for Client accounts are based upon and track the holdings in the applicable Model Portfolio(s). Client accounts held at Charles Schwab & Co., Inc. (“Schwab”) lack fractional share functionality, which means that these Client accounts will only hold full shares of the securities that are held in our Model Portfolios. As a result, these Client accounts may hold more cash due to the inability to purchase full shares (generally applicable to higher priced securities). Prior to December 22, 2023, to keep Client accounts held at Schwab fully invested to the extent practicable, MFWM invested excess cash in ETFs that we believe offer comparable exposure to the desired asset class (“Replacement ETFs”). Holding significant amounts of Replacement ETFs will result in deviations from our Model Portfolios, along with performance dispersion as compared to accounts held at Interactive Brokers, LLC (“IB”). In addition, Client accounts holding Replacement ETFs will be subject to higher ETF-related fees and expenses that are passed along to the Clients (as described in Item 5.B. below). We will no longer add Replacement ETFs to Client accounts held at Schwab. Accounts currently holding Replacement ETFs will be traded out of the Replacement ETF securities, resulting in the generation of cash. To the extent practicable given an account’s cash balance and model allocation, the cash generated by the sale of Replacement ETFs will be reinvested pursuant to that account’s current allocation model. Clients may in some instances continue to hold the Replacement ETFs for a period of time prior to the implementation of these trades in their respective accounts, and may continue to hold additional cash to the extent proceeds from the sale of Replacement ETFs are not able to be completely redeployed into allocation model securities. No action is required on the part of clients to effectuate the removal of Replacement ETFs from accounts. As a result of these sell transactions, as well as Schwab’s inability to hold fractional shares, accounts custodied at Schwab may hold higher cash balances. c. Basis of Advice MFWM performs its own research by obtaining information from a wide variety of sources, including research prepared and distributed by its affiliates as part of investment newsletter services (“Affiliated Research”). AFFILIATED RESEARCH DOES NOT REPRESENT THE SOLE BASIS OF MFWM’S ADVICE, AND ALL INVESTMENT DECISIONS FOR CLIENT ACCOUNTS ARE MADE INDEPENDENTLY BY THE PORTFOLIO MANAGERS AT MFWM. ACCORDINGLY, MODEL PORTFOLIOS AND CLIENT ACCOUNTS COULD DIVERGE COMPLETELY FROM OUR AFFILIATES’ STRATEGIES AND RECOMMENDATIONS. d. Account Monitoring, Rebalancing & Advice Updates MFWM periodically reviews its asset allocation advice. As part of its annual rebalancing program, we may, in our sole discretion, modify allocations to Model Portfolios within a Client’s Account to reflect, among other things, the need for reduced market risks, lower portfolio volatility, or for other reasons that MFWM believes are in a Client’s best interest. While adjustments to allocations during rebalancing may result in the addition and/or removal of Model Portfolios from a Client’s account, MFWM will only adjust a Client’s allocation within the constraints of their current risk score or objective. For example, a moderate portfolio may be reallocated based on our capital market expectations, but will remain a moderate portfolio. Clients will receive advance notice (typically via email) of allocation changes five (5) to ten (10) business days prior to rebalancing. Clients that do not wish to participate in MFWM’s rebalancing program may opt-out at any time. Unless initiated by the Client (through a Profile update as described below or otherwise), we do not periodically monitor and adjust Client allocations beyond our annual rebalancing program. In addition, we do not take into consideration information entered into Aggregation Software as part of our annual rebalancing program. In order to further ensure that our advice remains properly tailored, Clients are encouraged to promptly update their Profile should any information change with respect to their risk tolerance, needs or goals. MFWM will annually seek Client confirmation that the information in their Profile remains accurate. e. Discretionary Authority & Fiduciary Status MFWM has a fiduciary duty that requires us to act in the best interests of Clients and to place the interests of Clients before our own. MFWM acts as the Personal Portfolio Program’s sponsor and manages the accounts for Clients on a discretionary basis, meaning that Clients have granted MFWM full and exclusive authority to manage their accounts in accordance with MFWM’s asset allocation and securities selection determinations (including deviations from original allocations associated with MFWM’s rebalancing program as described above). With respect to Retirement Accounts (defined below), MFWM reasonably expects to provide services as a “fiduciary” (as that term is defined in Section 3(21)(A) of the Employee Retirement Income Security Act of 1974 (“ERISA”) and/or Section 4975 of the Internal Revenue Code (the “Code”)), and MFWM will act in a manner consistent with the requirements of a fiduciary under ERISA and the Code. For purposes of this Brochure, the term “Retirement Account” covers: (i) “employee benefits plans” (as defined under Section 3(3) of ERISA), which include pension, profit sharing or welfare plans sponsored by private employers; and (ii) individual retirement accounts (“IRAs”) (as defined in Section 4975 of the Code). f. Brokerage, Trading & Custody Brokerage and custody services for the Program are provided by Schwab and IB (Schwab and IB are collectively referred to as “Custodians,” and each a “Custodian”). A comparison of the services offered by each Custodian can be found in our Custodian Frequently Asked Questions (or “FAQ”) which can be found at https://foolwealth.com/info/about/custodian-comparison-faq . g. Account Funding At initial funding, MFWM generally refrains, unless otherwise instructed by the Client, from trading in an account until the Client transfers or deposits at least 95% of the funding amount they have indicated in their account application (the “Anticipated Funding Amount”). This delay in trading is intended to minimize the transaction and tax costs associated with configuring a Client’s Personal Portfolio Program account to our Model Portfolios. Similarly, when a Personal Portfolio Program account is initially funded with securities (via an Automated Customer Account Transfer Service or “ACATS”) or the Client moves an existing account (held at a Custodian) to our Personal Portfolio Program, MFWM generally refrains (unless instructed otherwise by the Client) from trading securities in a Client’s Personal Portfolio Program account until at least 95% of the Anticipated Funding Amount has been deposited in the account and all in-kind transfers are complete. If a Client transfers a portfolio into their Personal Portfolio Program account, MFWM will sell the portfolio holdings that are not part of the Model Portfolios being followed by the Client and the proceeds will be reallocated accordingly. Similarly, MFWM may add to or reduce the size of transferred positions to align the weightings of those positions to the weightings in our Model Portfolios. Upon receiving the required percentage of the Anticipated Funding Amount (and assuming that the account has been properly configured by the Client for trading at the Custodian), MFWM will generally begin placing trades for that Client account within five (5) business days. After this initial investment period, additional investments are subject to a minimum, which is $500. Additional investment amounts will be invested weekly according to MFWM’s cash sweep schedule. As such, these additional amounts may remain un-invested (in cash) for a period of up to five (5) business days. Clients desiring to have additional amounts invested prior to MFWM’s cash sweep schedule may contact MFWM to request expedited investment. Cash deposits may not be invested for several reasons, including, but not limited to: (1) the deposit is debited to pay MFWM’s management fees; (2) there is not enough cash to successfully effectuate a trade; (3) the cash available in your account is less than the cash allocation for your account; (4) the existence of trade or ticker restrictions placed on your account to align with one or more of your financial planning or account management objectives that prevents us from investing the cash in your account; or (5) if the cash is used to pay down account margin balances. Clients that have access to our Planner Services may request that MFWM invest deposited funds on a monthly basis over a period of time (“Dollar Cost Averaging”). Funds that are deposited but marked for Dollar Cost Averaging will be held in cash in the Client’s account pending investment. Clients must specify the overall amount they wish to Dollar Cost Average and the amount to be invested each month. If a Client deposits more or less than initially specified, Dollar Cost Averaging will continue at the specified monthly amount until all funds are invested. During the time that a Client’s account is subject to Dollar Cost Averaging, no additional investment amounts will be invested in the weekly cash sweep (as described above). MFWM’s management fee will accrue and be payable with respect to cash balances held in a Client’s account pending investment pursuant to the Dollar Cost Averaging program. Clients will not earn interest on those cash balances. Dollar Cost Averaging may n ot be available through certain Custodians. Clients are encouraged to read the Custodian FAQ at https://foolwealth.com/info/about/custodian-comparison-faq. C. Tailored Advice and Investment Restrictions 1. Planner Services Our Planner Services include general asset allocation advice and, with respect to Financial Planning Services, guidance on goal modeling and other financial-related matters such as retirement, estate, tax, education and risk management and insurance planning. Our advice is based on the information conveyed to us by the Client. We do not, and cannot, verify that such information is accurate or complete. It is the Clients’ responsibility to update their information if their situations change. 2. Personal Portfolio Program Using the Profile, MFWM will generate a proposed asset allocation across the Model Portfolios, along with the appropriate investment minimums associated with each account. Proposed allocations for Clients investing $300,000 or more in our Personal Portfolios may be adjusted as part of our Counseling Services. A Client may disagree with the proposed allocation and open an account by first acknowledging receipt of such advice and willingness to nonetheless participate in the Personal Portfolio Program with revised, Client-directed allocations and/or open a Single Strategy Account. A Client may impose reasonable restrictions on the management of his or her account at any time. The Client must communicate such restriction(s) to a member of MFWM’s planning or client-services team. MFWM will process such restrictions within two (2) to four (4) business days. Consequently, there could be a delay between when a restriction is entered and when it is implemented, resulting in trades made on a Client’s behalf. In the event a Client requests that we restrict a security that is currently held in his or her account, MFWM will refrain from all trading activity in that security. We will not sell any shares that have subsequently been placed on restriction. Depending upon the Custodian, capital that would have been invested in a restricted security may be held in cash or invested across the remaining unrestricted securities in the associated Model Portfolio. If a Client is paying an asset-based fee for access to the Personal Portfolio Program, the fee will continue to accrue and be payable with respect to assets restricted by the Client (including amounts held in cash as described in the immediately preceding paragraph). For this reason and potential operational issues, MFWM encourages Clients to transfer restricted assets out of their account. MFWM reserves the right to decline or cease management of an account if it deems a Client’s restrictions to be unreasonable. WITH RESPECT TO ALL THE ADVISORY SERVICES WE OFFER, MFWM DOES NOT GUARANTEE OR ENSURE THE SUCCESS OF ANY FINANCIAL PLAN OR INVESTMENT. ALTHOUGH WE TAKE POSSIBLE TAX CONSEQUENCES INTO CONSIDERATION WHEN PROVIDING OUR NONDISCRETIONARY ADVICE, MFWM DOES NOT PROVIDE LEGAL OR TAX ADVICE. CLIENTS WHO NEED SUCH ADVICE SHOULD CONSULT LEGAL AND TAX PROFESSIONALS. D. Wrap Fee Programs Not applicable. E. Assets Under Management As of March 31, 2024, MFWM had $2,169,726,731 assets under management.