Matson Money, Inc. (“Matson Money,” “Matson,” “us,” or “we”) provides asset allocation investment advisory services. This Brochure primarily describes our main business, which is providing asset allocation investment advisory services through unaffiliated state and federally registered investment advisers, their investment advisory representatives or registered representatives of dually registered investment advisers/broker-dealers who solicit clients for Matson Money. Matson Money has been operating as an investment adviser since 1991, and is principally owned by Mark Matson. We provide asset allocation investment advisory services to individuals, trusts, high net worth individuals, company retirement accounts, pension and profit-sharing accounts, corporations and other business entities such as non-profit entities (collectively, “Clients”). We also manage six series of a no-load, open-end investment company, more commonly referred to as a mutual fund, registered as “The RBB Fund, Inc.” under the Investment Company Act of 1940, as amended (“Company Act”). Three series managed by Matson Money are registered under the name “Free Market Funds” (referred to in this Brochure as the “Free Market Funds”). The three series comprising the Free Market Funds are: Free Market U.S. Equity Fund, Free Market International Equity Fund and Free Market Fixed-Income Fund. The Free Market Funds are used as investment options in two of the asset allocation advisory programs we provide to our Clients, as described below. The other three series managed by Matson Money are registered under the name “Matson Money” and are offered solely to separate accounts of participating life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. The names of the “Matson Money” series are: Matson Money U.S. Equity VI Portfolio, Matson Money International Equity VI Portfolio and Matson Money Fixed-Income VI Portfolio (referred to in this Brochure as the “Matson Money Funds”). Each of the Matson Money Funds is based on the same investment strategy used for the corresponding series of the Free Market Funds. Collectively, the Free Market Funds and the Matson Money Funds are referred to in this Brochure as the “Matson Funds” or the “Funds”. None of the Funds’ shares are offered directly to the general public since the Matson Money series underlying the insurance products are sold only in connection with participating life insurance companies and the Free Market Fund series are sold only through their prospectuses to account holders of Matson Money managed accounts as discussed below. More complete information about the Free Market Funds is available in the Funds’ prospectus, which we are happy to provide upon request. All of the Funds’ shares are “no load” fund products, meaning no sales charges are imposed. Matson Money is paid only for its investment management services with respect to the Funds. Advisory Services Our asset allocation services involve recommending an asset allocation to Clients, and allocating Client assets, primarily on a discretionary basis and generally among various mutual funds. U.S. Client accounts that receive our asset allocation services will invest primarily in Matson Funds. Where cash is held in an account for strategic reasons or on an incidental basis, unaffiliated cash sweep vehicles selected by the Client, or the Client’s Custodian, can be employed. Any fees or expenses associated with a cash sweep vehicle will be borne by the Client and will not reduce or offset any other fees paid by the Client. In some cases, a portion of a Client’s advisory accounts could also be invested in variable annuities or other insurance products. The Matson Money Funds are investment options for TIAA-CREF’s Intelligent Life Variable Annuity and Variable Universal Life policies. We offer our asset allocation services through three separate programs (as discussed below in “Matson Money Advisory Programs”). Matson Money’s advisory services are marketed almost exclusively by solicitors or co-advisors (collectively termed “Referrers” in this Brochure), however Matson Money does directly service Clients that are primarily friends and families of the firm and other non-related entities, in Matson Money’s discretion. Referrers are independent of and unaffiliated with Matson Money and, where required based on their operations, must be separately registered to provide their nondiscretionary advisory services to our Clients. Co- advisors, who are permitted to be signatories to Matson Money’s tri-party client agreement, are generally required under U.S. law to be federally or state registered either as investment advisers, dual registrant broker-dealers and investment advisers or advisory representatives of such registrants. Each co-advisor is responsible for the supervision and control of its own investment adviser representatives or other personnel. Referrers registered solely as broker-dealers, or broker- dealer registered representatives, typically function as solicitors under a separate agreement. Solicitor representatives are subject to the supervision and control of their registered broker-dealer. In some cases, co-advisors and/or co-advisor representatives who are affiliated with state- registered investment advisers are investment adviser representatives (“IARs”) of Matson Money if required by state law or if we otherwise determine such status to be appropriate. However, an IAR’s association with Matson Money does not alter the relationships described above. Matson Money remains unaffiliated with your co-advisor and/or your co-advisor representative, and Matson Money and the co-advisor/co-advisor representative are separate unrelated entities. Accounts internally advised by Matson Money (which is generally available only to employees, extended friends and family, and others in Matson Money’s sole discretion) will have a Matson Money employee as representative. Referrers’ relationships with Matson Money are not exclusive, meaning that they can have clients that they refer to other managers or whose accounts they manage on their own. Referrers are responsible for determining whether it is appropriate and in their client’s best interest, and consistent with the Referrer’s obligations to their client, to refer a prospect to Matson Money. Following a Referral, Matson Money considers whether the particular Matson Money investment program selected by a Client is suitable based on information provided by the Referrer and/or the Client, such as age, risk tolerance and time horizon in relation to the Client’s stated investment objective. Matson Money enters into agreements with each Referrer or firm employing the Referrer under which the Referrers recommend us to their clients and pursuant to which each Referrer agrees, among other things, to maintain direct contact with their referred Clients. Referrers provide a variety of important services. All Referrers are responsible for collecting and periodically updating information about Clients’ investment objectives, risk tolerance, financial situation, time horizon, current investments, and personal financial goals in the form of a questionnaire (“Questionnaire”). Each Client is required to complete a Questionnaire with the advice and assistance of a Referrer. Our ability to effectively manage your account is dependent upon your honest, timely and accurate completion of the Questionnaire and other communications with the Referrer. In addition, our Referrers are expected to handle day-to-day direct interaction with Clients. Matson Money generally communicates directly with Clients only in unusual circumstances, such as following up on any transactions we discover that we reasonably believe to be suspicious or where otherwise appropriate to enhance security, responding to complaints, notifying a Client of the termination of the relationship with the Client’s Referrer or resigning as discretionary manager to the Client’s account. Matson also occasionally sends correspondence to Clients regarding educational materials, upcoming events, recent interviews or articles, as well as quarterly reports and other regulatory filings. Referrers are expected to respond to a wide range of common Client inquiries involving their accounts and the services provided by Matson Money. Routine Client inquiries not constituting complaints, such as those relating to day-to-day administration of a Client’s account, are primarily handled by Referrers. Routine questions include, but are not limited to: billing and fee inquiries; questions about account balance and/or cost basis; quarterly statement questions; account performance/performance benchmark questions; requests to discuss changes to portfolio objectives; inquiries about opening additional accounts, transferring in additional money from outside accounts, or moving money between accounts; contribution limits for 401K, Roth or traditional IRA; and requests for information on obtaining copies of statements or tax documents. While Referrers ordinarily are Clients’ first line contact for account administration, to the extent that Clients wish to express a complaint or concern, such as about their Referrers or about Matson Money, such complaints or concerns can be addressed directly to Matson Money or to their Referrers. In the event that Referrers receive Client complaints or concerns, they will be instructed to forward the complaint or concern and any other relevant information to Matson Money’s Chief Compliance Officer (“CCO”). Matson Money will respond directly, or assist Referrers in responding to such complaints or concerns, as we determine appropriate under the circumstances and consistent with Matson Money policies and procedures. Referrers will be required to provide us a copy of any written responses they send in response to such complaints. Clients can contact Matson Money for other matters as well, but Matson Money may refer the matter to the Referrer. Under relevant contractual arrangements, both Matson Money and its Referrers have the right to resign from the management of any Client account, and Matson Money has the right to terminate its relationship with a Referrer. However, other than accounts of employees, former employees, friends, non-related entities, Referrers and certain family members or relationships of such Clients, Matson Money does not generally manage accounts for Clients in the absence of a Referrer relationship. Thus, in the event the relationship between Matson Money and a Client’s Referrer is terminated, we will, if requested or we otherwise determine it to be appropriate, provide a list of names of other Referrers for the Client to consider if the Client wishes to continue to use Matson Money’s services. Any such list should not be viewed as a recommendation of any Referrer. Clients of terminated Referrers are provided with a period of time to select and contract with a new Referrer should they wish to remain our Clients. Client accounts remain open and under management during this transitional period unless Clients instruct us otherwise in writing. Matson Money Advisory Programs Our advisory programs are: (1) the Matson Fund Platform; (2) the Frontier Adjusted Portfolio Program; and (3) Private Account Asset Allocation. Under the Matson Fund Platform, we invest Client assets primarily through the Free Market Funds and can also invest in the Matson Money Funds through certain variable insurance products. Under the Frontier Adjusted Portfolio program, Client assets are generally allocated to one or more of the Free Market Funds, and participating Client portfolios are required to be adjusted annually to manage their risk profile over time. In Private Account Asset Allocation, Client assets are primarily allocated within a family of no-load mutual funds managed by Dimensional Fund Advisors LP (“DFA”), an unaffiliated, registered investment adviser. DFA mutual funds are generally not available to individual investors with smaller accounts except through the services of an investment adviser like Matson Money. See Item 14, below, for additional information regarding DFA. 1. The Matson Fund Platform – Platform Advisory Service Certain Clients utilizing some custodians can select an investment strategy and asset allocation utilizing the Questionnaire discussed above, and Matson Money will assign each Client account to one of its four investment strategies. Matson Money’s four investment strategies, with target asset allocation ranges, are: Investment Strategy Target Asset Allocation Range Aggressive Growth Between 86% and 98% Equities, remainder in Fixed Income Long-Term Growth Between 66% and 85% Equities, remainder in Fixed Income Balanced Growth Between 33% and 65% Equities, remainder in Fixed Income Income & Growth Between 0% and 32% Equities, remainder in Fixed Income As a general matter, Clients can select a specific model asset allocation within the target asset allocation range for their investment strategy. In certain cases, (e.g., certain retirement accounts and accounts investing through certain insurance products), these selected portfolios must align with the following model portfolios: Model Portfolio Asset Allocation Aggressive Growth 95% equities / 5% fixed income Long-Term Growth 85% equities / 15% fixed income Long-Term Growth 75% equities / 25% fixed income Balanced Growth 60% equities / 40% fixed income Balanced Growth 50% equities / 50% fixed income Balanced Growth 40% equities / 60% fixed income Income & Growth 25% equities / 75% fixed income Fixed Income 0% equities / 100% fixed income Each model or investment strategy corresponds to one or a combination of investments in Free Market Funds or Matson Money Funds, depending on whether or not an insurance separate account is involved, in percentages determined by Matson Money. Clients determine their investment objectives and investment strategy combination through the Questionnaire process with their Referrers, but are not otherwise permitted to impose restrictions on their accounts. Each Fund we manage is a “fund of funds” that invests primarily in shares of other mutual funds and Exchange Traded Funds (“ETFs”) as permitted in accordance with certain rules adopted under the Company Act. The Funds pursue their respective investment objectives by targeting specified percentages of certain asset classes in each Fund’s applicable investment category. Clients who participate in the Matson Fund Platform can elect to invest their assets through: (i) a single account invested in the Free Market Funds in accordance with one of the investment strategies listed above; (ii) a single account holding a variable insurance product that pursues the selected strategy by investing in the Matson Money Funds; or (iii) two accounts, one of which invests in a Free Market Funds strategy and the other of which invests through a variable insurance product. For example, a Client who has selected a 50%-50% Balanced Growth model or investment strategy and invests through two accounts would hold approximately the same percentages of the Matson Money Funds invested through the variable insurance product as would be invested in an account with the same model or investment strategy that holds shares of the Free Market Funds. As a result, a Client’s total assets would remain invested in essentially the same manner and in approximately the same percentages dictated by the Client’s selected portfolio whether the assets are invested solely in Free Market Funds, solely a variable insurance product or in a combination of the two. Of course, Clients can have additional accounts for trusts, IRAs or other personal planning purposes which implement any of the investment strategies or variable insurance product accounts discussed above. Clients that wish to participate in the Matson Fund Platform generally enter into a tri-party agreement with us and a co-advisor. Under these agreements, Matson Money is the only discretionary adviser to the Client’s account. We are granted discretionary authority to invest Client assets in the Funds based on Client responses to the Questionnaire and to use temporary cash sweep vehicles as appropriate. The co-advisors serve as nondiscretionary advisers to the Clients that they refer to us. The tri-party agreement covers the relationship between and among Matson Money, the co-advisor and the Client. Since many co-advisors are state registered and subject to the investment adviser laws of their state of registration, some Clients are required to execute an addendum to the standard tri-party agreement. The various state addenda contain language required by certain state regulators and are generally intended to clarify or maintain certain Client rights under applicable state law. Referred Clients could already be clients of a co-advisor and it is the co-advisor’s responsibility for determining whether it is appropriate and in their client’s best interest, and consistent with the Referrer’s obligations to their client, to refer their client to Matson Money or another advisory firm. After making this determination and the referral, co-advisors typically assist Clients in completing the Questionnaire and answer Clients’ portfolio and asset management questions as they arise. Co-advisors accept primary responsibility for counseling Clients with respect to quarterly statements received from Matson Money, and the progress Clients are making towards their financial goals. In addition, co-advisors have the authority to terminate their relationship with Clients and Matson Money under the tri-party agreement. Clients of solicitors complete the Questionnaire with their solicitor and receive a solicitor’s disclosure document as described more fully in Item 14, below. While solicitors also accept primary responsibility for counseling Clients on their financial goals and portfolio results, they do not enter into tri-party agreements with Matson Money Clients. We enter into separate, discretionary agreements with these Clients. Unless directed otherwise by the Client, we begin managing a Client’s account — i.e., performing the asset allocation and investing in Free Market Fund shares or Matson Money Fund variable insurance products in accordance with that allocation — as soon as sufficient assets are received by the custodian selected by the Client. Although, if permitted by the custodian, a Client can deposit freely tradable securities in their accounts to meet the minimum account size, we will liquidate those securities positions and invest the proceeds in Fund shares (or variable insurance products) in accordance with the Client’s investment strategy, which will generally result in transaction costs. There are also likely to be tax consequences associated with this liquidation and reinvestment process. Clients should consult with their tax professionals before depositing securities in accounts we manage on their behalf. As described in more detail in Item 13, below, each Client’s account is reviewed at least quarterly and rebalanced as we determine to be appropriate. In addition, we can determine to re-optimize or change asset allocations at any time for various reasons. Rebalancing or reallocation of a Client’s assets also will generally involve transaction charges imposed by the custodian and could result in adverse tax consequences. 2. Frontier Adjusted Portfolio Program Frontier Adjusted Portfolios are based on Clients’ expressed risk tolerance and time horizon as expressed in the Questionnaire and communicated to their Referrers. They are not “target date” portfolios based solely on a Client’s current age and projected retirement date. Clients enter the program by choosing a starting portfolio in consultation with their Referrers. The starting portfolio can be any model asset allocation within the target asset allocation range for any of the investment strategies described above under the Matson Fund Platform discussion, so long as the starting equities percentage is at least 1%. Frontier Adjusted Portfolio Program Clients are not currently eligible to invest in the variable insurance products that invest in the Matson Money Funds. The various investment strategies, from among which Clients can choose, vary based primarily on risk characteristics defined as the amount of exposure to equity (greater risk) or fixed income (lower risk) securities. Clients must also choose an ending target asset allocation which can be any portfolio that is deemed by us to be lower risk than their starting portfolio. Although not available as a starting portfolio, a Client’s ending portfolio could be a portfolio that is one hundred percent fixed income. Clients select in advance in the account agreement the total amount by which they want to seek to reduce their risk over time. No matter which starting portfolio is initially chosen, target equity exposure will be adjusted downward once every year over the Client’s specified time horizon, except as described below. Matson Money determines the amount of the annual equity exposure adjustments anticipated to be needed to attain the Client’s target portfolio at the end of the Client’s specified time horizon. These annual equity exposure reductions must result in a portfolio with target equity exposure reduced by between 1% and 5%. A participating account will have its target equity exposure reduced once a year unless the Client instructs us to hold the account at its then-current allocation, as described in the following paragraph. We will provide notice to Clients before every annual adjustment, typically in the Client’s fourth quarter report. Under normal circumstances, we expect all annual adjustments to take place during the first quarter each year, unless instructed by the Client to hold at the then- current allocation or terminate participation in the program. We expect to make annual adjustments to all participating Client accounts during the same general time period. If a Client experiences a life-changing event, the Client can opt to end the adjustment process and hold the account at the then-current allocation. Moreover, Clients should be aware that the Frontier Adjusted Portfolio Program does not guarantee that the Client will have sufficient retirement income before or after reaching the ending portfolio. As with all investment strategies, Clients could lose money. Use of the Frontier Adjusted Portfolio Program does not eliminate the Client’s need to decide, in consultation with its Referrer, prior to investing and from time to time thereafter, whether participation in the Frontier Adjusted Portfolio Program continues to be in the Client’s best interest (e.g., continues to fit his or her financial situation, investment objectives, and tolerance for risk). Clients should also note that transitioning to a more conservative portfolio (even a portfolio consisting of one hundred percent fixed income) does not eliminate the risks normally associated with investing. All investments have some level of risk, and although funds investing in bonds and other fixed income securities are generally considered to be less risky than those investing in equity securities/stocks, some types of bonds are riskier than some stocks. At any time, a Client can terminate the Frontier Adjusted Portfolio Program

and choose to enter the Matson Fund Platform described above. As discussed in the section on the Matson Fund Platform above, Clients determine their investment objectives and appropriate portfolio combination through the Questionnaire process with their Referrer, but are not otherwise permitted to impose restrictions on their accounts. 3. Private Account Asset Allocation Program The Private Account Asset Allocation Program is currently available only to Clients who have certain unaffiliated variable annuities and to Clients of certain Referrers in our sole discretion. In this program, we construct standard investment portfolios for asset allocation consisting primarily of shares of various DFA no-load mutual funds. We identify Client investment objectives based on the Questionnaire described above, and, as currently managed, each Client account is generally assigned to one of the eight standard model portfolios outlined in the Matson Fund Platform above, although older accounts could have different configurations. However, in the Private Account Asset Allocation Program, each model portfolio typically represents direct investments in anywhere from 8 to 15 different DFA mutual funds, rather than shares of the Free Market Funds or variable insurance products with underlying investments in the Matson Money Funds. Most of the DFA mutual funds we select are structured portfolios that invest in securities comprising a particular index, asset class or segment of the market and are not actively managed. However, we can purchase actively managed funds for Clients whose investment choices are limited due to their custodial or brokerage arrangements. Within the parameters of each model portfolio, we take into account the Client’s investment objectives, investment restrictions and financial situation as articulated in their Questionnaire responses and can substitute different funds for certain accounts based on such Client information. Clients are permitted to impose reasonable restrictions on the management of their accounts. Clients should inform us if any changes occur in their investment objectives, financial situation, or if they wish to impose reasonable restrictions. When imposing reasonable restrictions for their accounts, Clients can request that particular securities or types of securities not be purchased, or that such securities are to be sold if held in the account. However, Clients cannot request that particular securities be purchased for their accounts. Moreover, Clients should note that it is not possible for us to influence or change the mix of portfolio securities held by any underlying mutual fund, variable insurance product or other pooled investment in which Client accounts are, or could in the future be, directly or indirectly invested. Restrictions can be requested only at the Client portfolio level, i.e. whether or not the Client’s portfolio is permitted to hold a specific fund, not with respect to any investments held inside a fund. We reserve the right, in our sole discretion, to reject any account for which unreasonable or overly restrictive conditions are requested. With very rare exceptions (pursuant to Client requests), securities held in a Client portfolio will not be placed or traded on margin. In addition, for accounts with managed assets under $50,000, we could determine to purchase shares in as few as 1-5 funds per account rather than 8-15 funds. As described in more detail in Item 13 below, each Private Account portfolio is reviewed at least quarterly and rebalanced as we determine to be appropriate. In addition, we could determine to re-optimize or change asset allocations at any time based on economic research concerning the correlation between various asset classes or for other reasons. Rebalancing or reallocation of a Client’s assets will often involve transaction charges imposed by the custodian or result in adverse tax consequences. Custodial Arrangements for All Matson Money Advisory Programs Clients can select among custodians with whom we have entered into arrangements to service our advisory programs (the “available custodians”). We conduct periodic due diligence reviews on these custodians as discussed in Item 12, below. As a result, the list of available custodians could change from time to time. Clients must open their custodial accounts with one of the available custodians. Choices could be further limited based on whether or not their accounts are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Clients with non-ERISA accounts must custody the assets we will manage with either Axos Clearing (“AXOS”), Charles Schwab Company (“Schwab”), and/or Pershing LLC (Pershing Advisor Solutions) (“Pershing”). Clients participating in the Private Account Asset Allocation Program must custody assets to be managed by us with AXOS or Schwab. For these Clients, we typically purchase shares of DFA mutual funds and other investments through the broker-dealers affiliated with these custodians. Please see Item 12, below, for further information. For Client accounts subject to ERISA (like company retirement plans), assets must be custodied at Ascensus Trust (“Ascensus”), Matrix Trust Company, Charles Schwab Trust or BPAS Trust Company of Puerto Rico (“BPAS”), and either Ascensus, Professional Capital Services/Aspire (“PCS/Aspire”), Alliance Benefit Group or BPAS must serve as their recordkeeper. Additionally, 401(k) accounts can select AXOS as their custodian and recordkeeper. AXOS uses PCS/Aspire as their recordkeeping service provider. For 403(b) Clients must select MG Trust (also known as Matrix Trust Company) as the custodian and PCS/Aspire as their recordkeeper. In addition to participating in the 403(b) markets of states that do not require pre-approval, the Free Market Funds have been approved by the states of California and Texas to serve as investment vehicles for the 403(b) plans of state and local government entities organized in those states. We generally begin investing assets transferred to Client accounts as soon as sufficient assets are received by the custodian. Although Clients can deposit freely tradable securities in their accounts to meet the minimum account size, we will liquidate those securities positions, at the Client’s risk and expense, and invest the proceeds in securities matching the Client’s investment strategy. Matson does not endeavor to manage such assets in Client accounts and generally will dispose of them as soon as practicable following their deposit in the Client account. Clients should understand that this liquidation could result in sales of such holdings at disadvantageous time(s) or price(s), which could lead to Clients experiencing investment losses and/or adverse tax consequences. Clients also should be aware of the potential for adverse tax consequences associated with this liquidation and reinvestment process and should consult with their tax professionals before depositing securities in accounts we manage on their behalf. We can use cash sweep vehicles sponsored by any of the approved qualified custodians, or their affiliates, to the extent we believe such use to be appropriate. In deciding which custodian or affiliated brokerage firm to select, Clients should recognize, as noted throughout this Brochure, that the custodians and/or their affiliated broker-dealers often provide benefits to us. Please see Items 12 and 14, below, for additional information. We have reviewed and selected the available custodians, which also have affiliated broker-dealers, for use by our Clients, but we are not affiliated with either the custodians or their affiliated broker- dealers. Clients’ relationships with their custodians include the authority to request distributions from or to liquidate the custodial account. As an unaffiliated, non-custodying adviser, Matson Money is not a signature guarantor. In addition, as a non-custodying adviser, we are only authorized to direct a Client’s custodian to purchase investments in exchange for assets held in the account, exchange assets held in the custodial account for other investments we discretionarily recommend, or sell securities in the account in exchange for cash. We cannot direct your custodian to distribute assets in your account for any other reasons without your express approval. Matson Money does not obtain or accept any Client’s custodial account login credentials or password information and strongly advises Clients against providing such information to any Referrer. Providing this information to your Referrer would give your Referrer direct access to the assets in your account and could facilitate misappropriation. Matson Money is not responsible for any losses you suffer as a result of giving such information to your Referrer. Matson Money seeks annual certification from Referrers concerning certain matters related to accessing Client accounts (e.g., that they do not have any Client’s account usernames or passwords). To seek to heighten the security of Client assets, Matson Money has a policy against facilitating requests, either from Clients or their Referrers, to transfer your account assets from your custodial account to any party other than to you at your address of record or to an account in your name at another custodial institution once you have provided us with documents from the new custodian signed by you. Clients can, of course, contact their custodians directly to facilitate transfers, distributions or liquidations from their custodial accounts. Matson Money will not be responsible for any losses associated with any such Client-directed transfers, distributions or liquidations. Clients making such requests should notify us of any assets being removed from their Matson- managed portfolios to avoid the possibility that Matson Money invests assets intended for transfer. To seek to further increase the security of Client accounts, Matson Money has implemented additional custody procedures. If a custodian contacts us about an unverifiable or suspicious request to distribute assets from a Client account, our Operations Department will seek to contact you directly by phone at your phone number on record with Matson Money to confirm that you actually requested the transaction. The Operations Department will attempt to confirm that the person called is the account holder. Methods of verifying account holders will vary. If a withdrawal request flagged as potentially suspicious is properly confirmed, you will be asked either to submit freshly executed paperwork directly to the custodian or Matson Money, not the Client’s Referrer, or to contact the custodian directly. We will provide Clients with contact information for the custodian. If you disavow knowledge of the suspicious withdrawal request or the request otherwise is not properly confirmed, the Operations Department will notify the CCO in order to facilitate appropriate communication with the custodian. In addition, if a disavowed or otherwise unconfirmed withdrawal request originated from your Referrer, the CCO or his designee will be responsible for following up with the Referrer to inquire about the source of the withdrawal request and for making a determination of whether other Client accounts represented by the same Referrer have recently experienced disavowed or otherwise unconfirmed withdrawal requests. These procedures apply to unverified or suspicious transactions involving Client requests to withdraw assets, initiate a systematic withdrawal plan (“SWP”) or alter a currently effective SWP amount. These procedures do not apply to monthly or other periodic payments made to Clients by custodians under an established SWP, because these transactions are between the Client and the custodian and do not involve Matson Money. In addition, these procedures are inapplicable to withdrawals designed to transfer Client assets from an existing account to another existing account in the same Client’s name, such as an IRA or SEP-IRA. Matson Money Canadian Sub-Advisory Program In Canada, Matson is registered as a portfolio manager in Ontario and British Columbia, and acts as a sub-adviser to another registered portfolio manager. Matson is not affiliated with the other registered portfolio manager. The other registered portfolio manager and Matson have entered into a sub-advisory agreement under which Matson has agreed to sub-advise Client accounts managed by the other registered portfolio manager. For its sub-advisory activities, Matson will initially receive a fee from the registered portfolio manager based upon the assets under management of Client accounts sub-advised by Matson. This fee is initially expected to be 0.50% per annum per assets under management in each client account sub-advised by Matson. In the future, this fee may change or no longer be payable depending on changes to the relationship between Matson and the other registered portfolio manager. At such time, Matson would be receiving compensation directly from the proprietary funds that Matson advises, Client accounts would be invested in strategies managed by Matson. The other registered portfolio manager is responsible for Client onboarding and account opening collection of know-your-client information and suitability determination under applicable Canadian securities laws and overall Client relationship management. In Canada, Matson Money will initially invest the assets in accounts in shares of various no-load mutual funds and ETFs, similar to the Private Account Asset Allocation Program, referenced above, but using Canadian mutual funds and ETFs. Matson Money constructs model investment portfolios for asset allocation consisting primarily of shares of various mutual funds sponsored and managed by Dimensional Fund Advisors (“DFA”) and shares of iShares ETFs sponsored by Blackrock. DFA and Blackrock are not affiliated with Matson Money. Most mutual funds and ETFs selected by Matson Money, whether managed by DFA or Blackrock, are structured portfolios that invest in securities comprising a particular index, asset class or segment of the market and are not actively managed. This platform will be managed in the same manner as the Private Asset Allocation program. In Canada, Matson Money anticipates that it will in the future manage investments utilizing a fund- of-funds strategy like the Matson Fund Platform, referenced above. Under this platform, accounts would be invested in a mix of a proprietary series of funds advised by Matson, which would allocate investments across three broad asset classes: U.S. domestic equity, international equity, and fixed income. Matson-advised funds seek to allocate across these broad asset classes by investing in various mutual funds or ETFs. The specific target allocation of each account’s Matson-advised strategy would depend on the individual investor’s risk tolerance and investment horizon as determined by the other registered portfolio manager based on discussions with the client. The custodian for Canadian accounts is Fidelity Clearing Canada. Educational Products We also sell educational and client coaching products to Referrers. These products include pamphlets, books, audio compact disks, DVDs and downloadable audio and/or video files of Matson Money and/or other media. Referrers are required to attend Matson Money-produced training conferences, some of which rely on these educational products. In addition to our primary business, we also publish investor education materials. These materials are sold to the general public, to persons being trained to solicit advisory clients for us, as well as to existing Referrers. In particular, we publish “Main Street Money: How to Outwit, Outsmart, and Out-invest Wall Street’s Biggest Bullies,” written by Mark Matson, CEO of Matson Money, which is available to the general public and, among other things, describes the Matson Money investment philosophy. Matson Money Brand Ambassador Referrers who have entered into a Co-advisor Agreement with Matson Money can also choose to enroll in the Matson Money Brand Ambassador program under an additional separate Brand Ambassador Agreement with Matson Money. Matson Money is not affiliated with Brand Ambassadors or the firms with which they are associated. All Brand Ambassadors, and their associated firms, are independent contractors, not employees or agents of Matson. A Brand Ambassador can use Matson’s licensed marks in connection with the operation of its business as an investment adviser, and Matson grants the Brand Ambassador a license to use the licensed marks, subject to the terms and conditions of the Licensing and Operational Consulting Services Agreement (“Brand Ambassador Agreement”). In addition, the Brand Ambassador retains Matson to provide certain operational consulting services in connection with the Brand Ambassador’s business operations and use of the licensed marks, and Matson Money provides such Operational Consulting Services which includes additional training and coaching, subject to the terms and conditions of the Agreement. Matson Money receives compensation for each Brand Ambassador Agreement of approximately $50,000 to cover the cost of creating branded assets, like films, presentations, logos, and other various marketing material, as well as additional services like in depth training and coaching for leading various investor training programs. Some additional expenses can be charged for additional services. The nature of the relationship does not infer any endorsement of either party by the other. Each party in this arrangement is subject to their own regulatory review and constraints which could differ from those to which the other is subject. Matson Money Blue©, an eMoney-hosted Data Consolidation Platform Matson Money provides Clients with on-line access to their Matson Money account statements and other Client account information. In addition, Matson Money also provides, through eMoney Advisor, LLC (“eMoney”), its Matson Money Blue© service, a web-based platform for the consolidation and maintenance of personal financial information, including bank, brokerage, insurance and managed account statements plus legal documents like wills, trusts, guardianship and other materials, in a single location. As noted on its website, eMoney provides financial advisers and their clients with “Client data aggregation, needs-based analysis, online document storage, and marketing communication tools” all in a single platform (emoneyadvisor.com). Referrers can choose to access Matson Money Blue© by reimbursing Matson Money for access to the platform at a reduced rate from revenues received for managing Client accounts or by paying for their own access. In either case, existing Clients of Referrers who participate in the program will have free access to their own data storage space with no increase in existing advisory fees. Referrers who do not choose to pay for access themselves either by reimbursing Matson Money for reduced rate access or purchasing their own access directly from eMoney will not be able to provide their existing Clients with access to Matson Money Blue©. However, as discussed below under “Fees and Compensation” (Item 5), a Referrer could charge new Clients higher fees in order to recoup the Referrer’s eMoney access fees. In order to use the platform, Clients and Referrers must enter into a standardized written Terms of Service Agreement with eMoney. This program creates an inherent conflict of interest as a result of Referrers’ ability to see a complete picture of each participating Client’s assets, including potential access to Clients’ nonpublic personal information. See Item 11, below, for a discussion of the conflicts. In addition, Matson Money warns Clients not to provide Referrers with their personal log in or password credentials for this platform or for any asset-bearing account for which statements are stored on the platform. Clients who choose to participate in the data storage platform should understand that Referrers who leave the Matson Money program, whether voluntarily or involuntarily, will not be permitted to access or move any Client data upon termination. Clients whose Referrers leave the Matson program will be able to continue to access their stored data as long as they remain Clients of Matson Money by entering into a relationship with a new Referrer. Clients who choose to terminate their relationship with Matson Money at any time for any reason can seek continued access to their data directly from eMoney. Since the data platform is maintained by eMoney, not by Matson Money, we are unable to provide either electronic or hard copy downloads of documents to former Clients. However, eMoney has represented that they will, upon written request from a Client, transfer the Client’s stored data electronically to another money manager if such manager has entered into an agreement with eMoney to provide its own clients with a data storage platform, and such data is still stored by eMoney. If no such relationship exists, we understand that eMoney will provide former Clients with a hard copy of their personal data upon written request in accordance with applicable law assuming that the information is still stored on the eMoney platform. However, Matson Money will not be responsible for any fees associated with former Clients’ requests to eMoney to move their stored documents, whether in electronic or hard copy format, upon termination of their relationship with us. Other Information As of February 29, 2024, we had USD $10,058,442,873 in assets under management, all of which we advise on a discretionary basis. To avoid the appearance of double counting assets under management, this figure does not include direct assets under management for the registered investment companies (“RICs”) Matson Money advises, although these assets are included as regulatory assets under management in Item 5(D)(3) of our Form ADV, Part 1A. As described above, Clients can deposit freely tradable securities in their accounts, but as a standard practice, we will liquidate those securities positions, at the Client’s risk and expense, and invest the proceeds in securities matching the Client’s investment strategy. However, a Client could request to hold certain securities or other property for which we do not provide investment advisory services (“Unsupervised Assets”) in their custody, brokerage, or managed accounts. Clients doing so generally are asked to confirm to us, in writing, the identity of any Unsupervised Assets. Failure to do so generally will result in the assets being subject to liquidation, as previously described. We do not provide investment advisory services of any kind with regard to Unsupervised Assets, nor do we take such Unsupervised Assets into account when rendering advice with respect to a Client’s account. We receive no investment advisory fee on Unsupervised Assets, even if the Unsupervised Assets are held in an account intended to include managed assets only. Once a Client has designated any assets as Unsupervised Assets, we will have no duty, responsibility or liability with respect to the Unsupervised Assets. We will request the Client to transfer Unsupervised Assets to an account not managed by Matson Money.