UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-22264

The Motley Fool Funds Trust

(Exact name of registrant as specified in charter)

Motley Fool Asset Management, LLC

2000 Duke Street, Suite 175

Alexandria, VA 22314

(Address of principal executive offices) (Zip code)

Peter E. Jacobstein

Motley Fool Asset Management, LLC

2000 Duke Street, Suite 175

Alexandria, VA 22314

(Name and address of agent for service)

Registrant’s telephone number, including area code: (703) 302-1100

Date of fiscal year end: October 31

Date of reporting period: July 31, 2012

Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Schedule of Investments.

The Schedule(s) of Investments is attached herewith.

The Motley Fool Funds Trust

Motley Fool Independence Fund

Schedule of Investments

at July 31, 2012

(Unaudited)

Issues	Shares		Value (Note 2)
Equity Securities — 92.75%
Beverages — 1.41%
Coca Cola Hellenic Bottling Co. SA (Greece)*		169,606	$	2,971,782
Capital Markets — 0.57%
INTL FCStone, Inc. (United States)*		63,513		1,209,923
Chemicals — 2.23%
Innophos Holdings, Inc. (United States)		81,164		4,705,077
Commercial Banks — 3.42%
Banco Latinoamericano de Comercio Exterior SA (Panama)		201,265		4,089,705
Qatar Islamic Bank (Qatar)		146,650		3,129,323
				7,219,028
Commercial Services & Supplies — 4.96%
De La Rue PLC (United Kingdom)		240,900		3,848,622
Depa Ltd. (United Arab Emirates)*		2,815,390		1,010,725
Multiplus SA (Brazil)		231,600		5,598,997
				10,458,344
Communications Equipment — 2.26%
Cisco Systems, Inc. (United States)		105,000		1,674,750
Infinera Corp. (United States)*		561,100		3,097,272
				4,772,022
Consumer Finance — 1.61%
Compartamos SAB de CV (Mexico)		3,400,000		3,395,270
Containers & Packaging — 0.68%
Crown Holdings, Inc. (United States)*		40,000		1,436,000
Diversified Consumer Services — 0.34%
MegaStudy Co., Ltd. (South Korea)		9,956		602,269
New Oriental Education & Technology Group (China)*(a)		10,000		114,200
				716,469
Diversified Telecommunication Services — 1.48%
Level 3 Communications, Inc. (United States)*		27,500		529,925

See Notes to Schedules of Investments.

Motley Fool Independence Fund 1

Issues	Shares		Value (Note 2)
Equity Securities (continued)
Diversified Telecommunication Services (continued)
Telefonica SA (Spain)(a)		227,859	$	2,586,200
				3,116,125
Electric Utilities — 1.61%
Brookfield Infrastructure Partners LP (Bermuda)		102,127		3,397,765
Electrical Equipment — 0.64%
Legrand SA (France)		42,076		1,348,007
Electronic Equipment, Instruments & Components — 0.65%
CrucialTec Co., Ltd. (South Korea)*		206,000		1,370,455
Energy Equipment & Services — 0.72%
Compagnie Generale de Geophysique - Veritas SA (France)*(a)		53,000		1,518,980
Food & Staples Retailing — 2.58%
Costco Wholesale Corp. (United States)		29,558		2,842,888
Olam International Ltd. (Singapore)		1,765,139		2,601,878
				5,444,766
Food Products — 3.72%
BRF - Brasil Foods SA (Brazil)(a)		108,704		1,563,164
Nestle SA (Switzerland)		38,694		2,377,213
PT Nippon Indosari Corpindo Tbk (Indonesia)		7,641,840		3,904,367
				7,844,744
Health Care Equipment & Supplies — 5.47%
Covidien PLC (Ireland)		43,000		2,402,840
Natus Medical, Inc. (United States)*		243,900		3,014,604
Nihon Kohden Corp. (Japan)		133,481		4,338,068
Zimmer Holdings, Inc. (United States)		30,000		1,767,900
				11,523,412
Health Care Providers & Services — 2.37%
WellPoint, Inc. (United States)		93,697		4,993,113
Hotels, Restaurants & Leisure — 7.36%
Ajisen China Holdings Ltd. (Hong Kong)		2,350,000		1,621,741
Arcos Dorados Holdings, Inc. (Argentina)		248,000		3,243,840
Chipotle Mexican Grill, Inc. (United States)*		7,500		2,192,475
Penn National Gaming, Inc. (United States)*		52,083		2,027,071
Yum! Brands, Inc. (United States)		99,132		6,427,719
				15,512,846

See Notes to Schedules of Investments.

2 Motley Fool Independence Fund

Issues	Shares		Value (Note 2)
Equity Securities (continued)
Insurance — 10.38%
Berkshire Hathaway, Inc. (United States)*		33	$	4,205,685
Enstar Group Ltd. (Bermuda)*		22,510		2,104,235
HCC Insurance Holdings, Inc. (United States)		180,200		5,521,328
Loews Corp. (United States)		131,690		5,213,607
Markel Corp. (United States)*		11,200		4,839,072
				21,883,927
Internet Software & Services — 4.05%
Baidu, Inc. (China)*(a)		31,500		3,796,380
Google, Inc. (United States)*		7,500		4,747,275
				8,543,655
IT Services — 1.64%
Paychex, Inc. (United States)		105,702		3,455,398
Leisure Equipment & Products — 1.95%
Shimano, Inc. (Japan)		62,000		4,117,199
Machinery — 1.58%
Flowserve Corp. (United States)		27,700		3,323,446
Media — 0.78%
DreamWorks Animation SKG, Inc. (United States)*		85,000		1,632,000
Metals & Mining — 1.49%
POSCO (South Korea)(a)		39,491		3,140,719
Multiline Retail — 0.93%
Big Lots, Inc. (United States)*		48,341		1,958,294
Multi-Utilities — 1.99%
GDF Suez S.A. (France)		188,380		4,203,737
Oil, Gas & Consumable Fuels — 5.61%
Denbury Resources, Inc. (United States)*		262,200		3,964,464
Lukoil OAO (Russia)(a)		79,350		4,459,470
Occidental Petroleum Corp. (United States)		22,645		1,970,795
Total Gabon SA (Gabon)		3,520		1,430,053
				11,824,782
Pharmaceuticals — 2.40%
Astellas Pharma, Inc. (Japan)		17,000		807,596
Chugai Pharmaceutical Co., Ltd. (Japan)		36,000		692,330
Dr. Reddy’s Laboratories Ltd. (India)(a)		100,177		2,907,137

See Notes to Schedules of Investments.

Motley Fool Independence Fund 3

Issues	Shares		Value (Note 2)
Equity Securities (continued)
Pharmaceuticals (continued)
Santen Pharmaceutical Co., Ltd. (Japan)		15,250	$	648,770
				5,055,833
Real Estate Investment Trusts — 1.82%
Annaly Capital Management, Inc. (United States)		219,989		3,834,408
Real Estate Management & Development — 5.23%
Brookfield Asset Management, Inc. (Canada)		156,374		5,287,005
Cheung Kong Holdings Ltd. (Hong Kong)		170,337		2,228,612
Henderson Land Development Co., Ltd. (Hong Kong)		606,945		3,517,439
				11,033,056
Semiconductors & Semiconductor Equipment — 1.42%
FormFactor, Inc. (United States)*		488,700		2,990,844
Software — 0.96%
DuzonBizon Co., Ltd. (South Korea)*		249,180		2,028,352
Textiles, Apparel & Luxury Goods — 3.93%
Tod’s S.p.A. (Italy)		42,000		3,853,479
Under Armour, Inc. (United States)*		81,410		4,431,960
				8,285,439
Tobacco — 0.83%
Philip Morris International, Inc. (United States)		19,072		1,743,944
Wireless Telecommunication Services — 1.68%
SBA Communications Corp. (United States)*		60,000		3,543,600
Total Equity Securities (Cost $ 180,457,557)				195,552,761
Participatory Note — 2.10%
Food Products — 2.10%
Almarai Co. (Saudi Arabia)(b)		252,173		4,437,831
Total Participatory Note (Cost $ 3,576,755)				4,437,831

See Notes to Schedules of Investments.

4 Motley Fool Independence Fund

Issues	Shares		Value (Note 2)
Other Investments — 5.18%
Temporary Cash Investment — 5.18%
BNY Mellon Cash Reserve		10,917,486	$	10,917,486
Total Other Investments (Cost $ 10,917,486)				10,917,486
Total Investment Portfolio (Cost $ 194,951,798) — 100.03%				210,908,078
Liabilities in Excess of Other Assets — (0.03)%				(68,173	)
NET ASSETS — 100.00%
(Applicable to 14,263,202 shares outstanding)			$	210,839,905

* Non-income producing security.

(a) ADR — American Depositary Receipts

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. Total market value of Rule 144A securities is $4,437,831 and represents 2.10% of net assets as of July 31, 2012.

LP — Limited Partnership

PLC — Public Limited Company

See Notes to Schedules of Investments.

Motley Fool Independence Fund 5

The following tables show the top 11 holdings and countries and top 10 sectors in which the Fund was invested at July 31, 2012. Portfolio holdings are subject to change without notice.

Top Eleven Holdings*	% of Net Assets
Yum! Brands, Inc.		3.05	%
Multiplus SA		2.66
HCC Insurance Holdings, Inc.		2.62
Brookfield Asset Management, Inc.		2.51
Loews Corp.		2.47
WellPoint, Inc.		2.37
Markel Corp.		2.30
Google, Inc.		2.25
Innophos Holdings, Inc.		2.23
Lukoil OAO		2.11
Almarai Co.		2.10
		26.67	%

* As of the date of the report, the fund had a holding of 5.18% in the BNY Mellon Cash Reserve.

Sector Allocation	% of Net Assets
Financials		23.04	%
Consumer Discretionary		15.28
Information Technology		10.98
Consumer Staples		10.64
Health Care		10.23
Industrials		7.18
Energy		6.33
Materials		4.40
Utilities		3.61
Telecommunication Services		3.16
		94.85	%

See Notes to Schedules of Investments.

6 Motley Fool Independence Fund

Top Eleven Countries	% of Net Assets
United States*		44.25	%
Japan		5.03
Hong Kong		3.49
Brazil		3.40
South Korea		3.39
France		3.35
Bermuda		2.61
Canada		2.51
Russia		2.12
Saudi Arabia		2.10
Panama		1.94
		74.19	%

* As of the date of the report, the fund had a holding of 5.18% in the BNY Mellon Cash Reserve.

See Notes to Schedules of Investments.

Motley Fool Independence Fund 7

The Motley Fool Funds Trust

Motley Fool Great America Fund

Schedule of Investments

at July 31, 2012

(Unaudited)

Issues	Shares		Value (Note 2)
Equity Securities — 99.37%
Auto Components — 1.58%
Drew Industries, Inc. (United States)*		36,311	$	975,313
Automobiles — 2.30%
Thor Industries, Inc. (United States)		49,488		1,421,790
Building Products — 1.87%
American Woodmark Corp. (United States)*		69,200		1,153,564
Capital Markets — 4.58%
Diamond Hill Investment Group, Inc. (United States)		25,284		1,888,968
INTL FCStone, Inc. (United States)*		49,300		939,165
				2,828,133
Commercial Banks — 0.88%
Suffolk Bancorp. (United States)*		42,000		546,000
Communications Equipment — 4.12%
Cisco Systems, Inc. (United States)		87,000		1,387,650
Infinera Corp. (United States)*		209,490		1,156,385
				2,544,035
Containers & Packaging — 2.60%
Crown Holdings, Inc. (United States)*		44,800		1,608,320
Diversified Telecommunication Services — 1.89%
Level 3 Communications, Inc. (United States)*		60,750		1,170,652
Energy Equipment & Services — 3.40%
CARBO Ceramics, Inc. (United States)		4,200		269,556
Heckmann Corp. (United States)*		342,000		1,053,360
OYO Geospace Corp. (United States)*		8,200		777,196
				2,100,112
Health Care Equipment & Supplies — 3.61%
Natus Medical, Inc. (United States)*		180,700		2,233,452
Health Care Providers & Services — 4.53%
Quest Diagnostics, Inc. (United States)		24,000		1,402,320
WellPoint, Inc. (United States)		26,200		1,396,198
				2,798,518

See Notes to Schedules of Investments.

8 Motley Fool Great America Fund

Issues	Shares		Value (Note 2)
Equity Securities (continued)
Hotels, Restaurants & Leisure — 5.77%
Penn National Gaming, Inc. (United States)*		30,617	$	1,191,614
Red Robin Gourmet Burgers, Inc. (United States)*		45,000		1,343,250
Wynn Resorts Ltd. (United States)		11,000		1,031,250
				3,566,114
Household Durables — 0.11%
Tempur-Pedic International, Inc. (United States)*		2,300		65,527
Insurance — 12.96%
Berkshire Hathaway, Inc. (United States)*		17		2,166,565
HCC Insurance Holdings, Inc. (United States)		67,500		2,068,200
Loews Corp. (United States)		31,000		1,227,290
Markel Corp. (United States)*		5,900		2,549,154
				8,011,209
Internet & Catalog Retail — 1.76%
Liberty Interactive Corp. (United States)*		58,150		1,089,150
Internet Software & Services — 1.79%
Google, Inc. (United States)*		1,750		1,107,698
IT Services — 2.43%
Paychex, Inc. (United States)		46,000		1,503,740
Life Sciences Tools & Services — 0.64%
Waters Corp. (United States)*		5,100		395,148
Machinery — 8.18%
Flow International Corp. (United States)*		533,400		1,706,880
Flowserve Corp. (United States)		4,950		593,901
Illinois Tool Works, Inc. (United States)		16,000		869,440
Trimas Corp. (United States)*		86,800		1,887,032
				5,057,253
Media — 2.78%
DreamWorks Animation SKG, Inc. (United States)*		89,600		1,720,320
Metals & Mining — 2.40%
Horsehead Holding Corp. (United States)*		164,200		1,482,726
Multiline Retail — 4.19%
Big Lots, Inc. (United States)*		64,000		2,592,640
Oil, Gas & Consumable Fuels — 3.02%
Denbury Resources, Inc. (United States)*		123,300		1,864,296

See Notes to Schedules of Investments.

Motley Fool Great America Fund 9

Issues	Shares		Value (Note 2)
Equity Securities (continued)
Paper & Forest Products — 4.27%
KapStone Paper and Packaging Corp. (United States)*		41,200	$	692,572
Schweitzer-Mauduit International, Inc. (United States)		28,600		1,947,660
				2,640,232
Personal Products — 1.46%
Female Health Co. (United States)		146,600		901,590
Real Estate Investment Trusts — 2.83%
Retail Opportunity Investments Corp. (United States)		143,560		1,749,996
Semiconductors & Semiconductor Equipment — 4.55%
FormFactor, Inc. (United States)*		253,500		1,551,420
NVIDIA Corp. (United States)*		93,000		1,259,220
				2,810,640
Software — 0.16%
ANSYS, Inc. (United States)*		1,300		77,948
Datawatch Corp. (United States)*		1,233		19,469
				97,417
Specialty Retail — 2.55%
Autozone, Inc. (United States)*		1,000		375,230
Tractor Supply Co. (United States)		13,200		1,199,484
				1,574,714
Textiles, Apparel & Luxury Goods — 3.08%
Under Armour, Inc. (United States)*		35,000		1,905,400
Wireless Telecommunication Services — 3.08%
SBA Communications Corp. (United States)*		32,250		1,904,685
Total Equity Securities (Cost $ 58,961,737)				61,420,384
Other Investments — 0.65%
Temporary Cash Investment — 0.65%
BNY Mellon Cash Reserve		403,973		403,973
Total Other Investments (Cost $ 403,973)				403,973
Total Investment Portfolio (Cost $59,365,710) — 100.02%				61,824,357
Liabilities in Excess of Other Assets — (0.02)%				(11,446	)
NET ASSETS — 100.00%
(Applicable to 5,219,648 shares outstanding)			$	61,812,911

* Non-income producing security.

See Notes to Schedules of Investments.

10 Motley Fool Great America Fund

The following tables show the top 11 holdings and countries and top 9 sectors in which the Fund was invested at July 31, 2012. Portfolio holdings are subject to change without notice.

Top Eleven Holdings*	% of Net Assets
Big Lots, Inc.		4.19	%
Markel Corp.		4.12
Natus Medical, Inc.		3.61
Berkshire Hathaway, Inc.		3.51
HCC Insurance Holdings, Inc.		3.35
Schweitzer-Mauduit International, Inc.		3.15
Under Armour, Inc.		3.08
SBA Communications Corp.		3.08
Diamond Hill Investment Group, Inc.		3.06
Trimas Corp.		3.05
Denbury Resources, Inc.		3.02
		37.22	%

* As of the date of the report, the fund had a holding of 0.65% in the BNY Mellon Cash Reserve.

Sector Allocation	% of Net Assets
Consumer Discretionary		24.12	%
Financials		21.25
Information Technology		13.05
Industrials		10.05
Materials		9.27
Health Care		8.78
Energy		6.41
Telecommunication Services		4.98
Consumer Staples		1.46
		99.37	%

See Notes to Schedules of Investments.

Motley Fool Great America Fund 11

The Motley Fool Funds Trust

Motley Fool Epic Voyage Fund

Schedule of Investments

at July 31, 2012

(Unaudited)

Issues	Shares		Value (Note 2)
Equity Securities — 88.56%
Beverages — 4.82%
Coca Cola Hellenic Bottling Co. SA (Greece)*		27,802	$	487,138
Treasury Wine Estates Ltd. (Australia)		51,100		236,261
				723,399
Capital Markets — 2.63%
Administradora de Fondos de Pensiones Provida SA (Chile)(a)		2,714		237,014
City of London Investment Group PLC (United Kingdom)		29,028		158,048
				395,062
Commercial Banks — 6.09%
Banco Latinoamericano de Comercio Exterior SA (Panama)		26,600		540,512
HDFC Bank Ltd. (India)(a)		11,050		374,705
				915,217
Commercial Services & Supplies — 3.89%
De La Rue PLC (United Kingdom)		23,111		369,222
Depa Ltd. (United Arab Emirates)*		141,600		50,834
Multiplus SA (Brazil)		6,800		164,392
				584,448
Consumer Finance — 2.86%
Compartamos SAB de CV (Mexico)		430,853		430,254
Diversified Consumer Services — 0.94%
MegaStudy Co., Ltd. (South Korea)		1,389		84,025
New Oriental Education & Technology Group (China)*(a)		5,000		57,100
				141,125
Diversified Telecommunication Services — 1.15%
Telefonica SA (Spain)(a)		15,200		172,520
Electrical Equipment — 0.98%
Legrand SA (France)		4,582		146,795
Electronic Equipment, Instruments & Components — 1.54%
CrucialTec Co., Ltd. (South Korea)*		34,750		231,181

See Notes to Schedules of Investments.

12 Motley Fool Epic Voyage Fund

Issues	Shares		Value (Note 2)
Equity Securities (continued)
Energy Equipment & Services — 2.19%
Compagnie Generale de Geophysique - Veritas SA (France)*(a)		11,500	$	329,590
Food & Staples Retailing — 2.60%
Olam International Ltd. (Singapore)		167,023		246,198
PT Sumber Alfaria Trijaya Tbk (Indonesia)		250,000		144,284
				390,482
Food Products — 4.20%
Multiexport Foods SA (Chile)		425,000		106,525
Nestle SA (Switzerland)		2,885		177,243
PT Nippon Indosari Corpindo Tbk (Indonesia)		679,660		347,252
				631,020
Health Care Equipment & Supplies — 4.02%
Covidien PLC (Ireland)		8,128		454,193
Nihon Kohden Corp. (Japan)		4,597		149,400
				603,593
Health Care Providers & Services — 1.83%
Odontoprev SA (Brazil)		57,000		275,098
Hotels, Restaurants & Leisure — 4.89%
Ajisen China Holdings Ltd. (Hong Kong)		490,000		338,150
Arcos Dorados Holdings, Inc. (Argentina)		30,262		395,827
				733,977
Internet Software & Services — 3.28%
Baidu, Inc. (China)*(a)		4,086		492,445
Leisure Equipment & Products — 1.79%
Shimano, Inc. (Japan)		4,050		268,946
Media — 1.75%
BrainJuicer Group PLC (United Kingdom)		51,836		262,893
Metals & Mining — 2.29%
POSCO (South Korea)(a)		1,712		136,155
Sterlite Industries India Ltd. (India)(a)		27,080		207,975
				344,130
Multi-Utilities — 2.81%
GDF Suez S.A. (France)		18,917		422,137

See Notes to Schedules of Investments.

Motley Fool Epic Voyage Fund 13

Issues	Shares		Value (Note 2)
Equity Securities (continued)
Oil, Gas & Consumable Fuels — 4.03%
Lukoil OAO (Russia)(a)		4,687	$	263,409
Statoil ASA (Norway)(a)		3,000		71,370
Total Gabon SA (Gabon)		668		271,385
				606,164
Pharmaceuticals — 5.22%
Astellas Pharma, Inc. (Japan)		1,388		65,938
Dr. Reddy’s Laboratories Ltd. (India)(a)		9,279		269,277
Roche Holding AG (Switzerland)		230		40,727
Santen Pharmaceutical Co., Ltd. (Japan)		1,333		56,709
Teva Pharmaceutical Industries Ltd. (Israel)(a)		8,601		351,695
				784,346
Professional Services — 1.37%
Bureau Veritas SA (France)		2,336		206,209
Real Estate Investment Trusts — 1.00%
Lippo Malls Indonesia Retail Trust (Singapore)		450,000		149,770
Real Estate Management & Development — 5.26%
Brookfield Asset Management, Inc. (Canada)		10,800		365,148
Cheung Kong Holdings Ltd. (Hong Kong)		14,188		185,629
Henderson Land Development Co., Ltd. (Hong Kong)		41,251		239,063
				789,840
Software — 1.89%
DuzonBizon Co., Ltd. (South Korea)*		34,900		284,090
Specialty Retail — 2.58%
Fast Retailing Co., Ltd. (Japan)		700		143,761
Halfords Group PLC (United Kingdom)		75,866		243,886
				387,647
Textiles, Apparel & Luxury Goods — 9.01%
Adidas AG (Germany)		5,015		376,138
Swatch Group AG (Switzerland)		916		363,137
Tod’s S.p.A. (Italy)		6,700		614,721
				1,353,996
Transportation Infrastructure — 1.65%
SATS Ltd. (Singapore)		120,000		248,110
Total Equity Securities (Cost $ 13,336,853)				13,304,484

See Notes to Schedules of Investments.

14 Motley Fool Epic Voyage Fund

Issues	Shares		Value (Note 2)
Participatory Notes — 6.39%
Commercial Banks — 2.39%
Al-Rajhi Banking & Investment Co. (Saudi Arabia)(b)		18,500	$	358,867
Food Products — 2.16%
Almarai Co. (Saudi Arabia)(b)		18,391		323,651
Metals & Mining — 1.84%
Aluminum Bahrain BSC (Bahrain)(b)		196,998		276,947
Total Participatory Notes (Cost $ 945,157)				959,465
Other Investments — 4.85%
Temporary Cash Investment — 4.85%
BNY Mellon Cash Reserve		728,097		728,097
Total Other Investments (Cost $ 728,097)				728,097
Total Investment Portfolio (Cost $ 15,010,107) — 99.80%				14,992,046
Other Assets in Excess of Liabilities — 0.20%				30,252
NET ASSETS — 100.00%
(Applicable to 1,505,655 shares outstanding)			$	15,022,298

* Non-income producing security.

(a) ADR — American Depositary Receipts

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. Total market value of Rule 144A securities is $959,465 and represents 6.39% of net assets as of July 31, 2012.

PLC — Public Limited Company

See Notes to Schedules of Investments.

Motley Fool Epic Voyage Fund 15

The following tables show the top 11 holdings and countries and top 10 sectors in which the Fund was invested at July 31, 2012. Portfolio holdings are subject to change without notice.

Top Eleven Holdings*	% of Net Assets
Tod’s S.p.A.		4.09	%
Banco Latinoamericano de Comercio Exterior SA		3.60
Baidu, Inc.		3.28
Coca Cola Hellenic Bottling Co. SA		3.24
Covidien PLC		3.02
Compartamos SAB de CV		2.86
GDF Suez S.A.		2.81
Arcos Dorados Holdings, Inc.		2.64
Adidas AG		2.50
HDFC Bank Ltd.		2.50
De La Rue PLC		2.46
		33.00	%

* As of the date of the report, the fund had a holding of 4.85% in the BNY Mellon Cash Reserve.

Sector Allocation	% of Net Assets
Consumer Discretionary		20.96	%
Financials		20.23
Consumer Staples		13.77
Health Care		11.07
Industrials		7.89
Information Technology		6.71
Energy		6.23
Materials		4.13
Utilities		2.81
Telecommunication Services		1.15
		94.95	%

See Notes to Schedules of Investments.

16 Motley Fool Epic Voyage Fund

Top Eleven Countries	% of Net Assets
France		7.35	%
United Kingdom		6.88
India		5.67
Hong Kong		5.08
South Korea		4.90
Japan		4.56
Saudi Arabia		4.54
Singapore		4.29
Italy		4.09
Switzerland		3.87
China		3.66
		54.89	%

* As of the date of the report, the fund had a holding of 4.85% in the BNY Mellon Cash Reserve.

See Notes to Schedules of Investments.

Motley Fool Epic Voyage Fund 17

Notes to Schedules of Investments (Unaudited)

1. Security Valuation:

Securities held by the Trust are generally valued at fair value as of the close of regular trading on each business day (generally 4 pm Eastern time) that the New York Stock Exchange (“NYSE”) is open. Securities, other than stock options, listed on the NYSE or other exchanges are valued on the basis of the last quoted sale price on the exchange on which they are primarily traded. However, if the last sale price on the NYSE is different from the last sale price on any other exchange, the NYSE price will be used. If there are no sales on that day, then the securities are valued at the bid price on the NYSE or other primary exchange for that day. Securities traded in the OTC market are valued on the basis of the last sales price as reported by NASDAQ. If there are no sales on that day, then the securities are valued at the mean between the closing bid and ask prices as reported by NASDAQ. Stock options and stock index options traded on national securities exchanges or on NASDAQ are valued at the mean between the latest bid and ask prices for such options. Securities for which market quotations are not readily available or whose values have been affected by events occurring before the Funds’ pricing time but after the close of the securities markets, and other assets are valued at fair value as determined pursuant to procedures adopted in good faith by the Board of Trustees (the “Board”). Debt securities that mature in fewer than 60 days are valued at amortized cost (unless the Board determines that this method does not represent fair value), if their original maturity was 60 days or less or by amortizing the value as of the 61st day before maturity, if their original term to maturity exceeded 60 days.

When fair value pricing is employed, the prices of securities used by a fund to calculate its net asset value (the “NAV”) may differ from quoted or published prices for the same securities.

The values of securities held by the Funds and other assets used in computing the NAV are generally determined as of the time trading in such securities is completed each day, which, in the case of foreign securities, generally occurs at various times before the close of the NYSE. Trading in securities listed on foreign securities exchanges are valued at the last sale or, if no sales are reported, at the bid price as of the close of the exchange, subject to possible adjustment as described in the Prospectus. Foreign currency exchange rates are also generally determined before the close of the NYSE. On occasion, the values of such securities and exchange rates may be affected by events occurring between the time as of which determinations of such values or exchange rates are made and the close of the NYSE. When such events materially affect the value of securities held by the Funds or their liabilities, such securities and liabilities will be valued at fair value in accordance with procedures adopted in good faith by the Board. In this regard, the Trust has retained a third party fair value pricing service to quantitatively analyze the price movement of the Funds’ holdings on foreign exchanges and to automatically determine fair value if the variation from the prior day’s closing price exceeds specified parameters. As of July 31, 2012, such price movements for certain securities had exceeded specified parameters and the third party fair value service quantitatively fair valued the affected securities. The Board will review and monitor the methods used by

18 The Motley Fool Funds Trust

the service to assure itself that securities are valued at their fair values. The values of any assets and liabilities initially expressed in foreign currencies will be converted to U.S. dollars based on exchange rates supplied by a quotation service.

Fair Value Measurements

The Financial Accounting Standards Board (“FASB”) “Fair Value Measurements and Disclosures” defines fair value as the price that a Fund would receive upon selling an investment in an orderly transaction to an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment. Valuation techniques should maximize the use of observable market data and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Fair value measurements utilize a hierarchy based on the observability of inputs used to establish fair value.

Investment assets reported at fair value are classified based on the lowest level input that is significant to fair value:

Level 1 — quoted prices in active markets for identical securities

Investments whose values are based on quoted market prices in active markets, and whose values are therefore classified as Level 1 prices, include active listed domestic and foreign equity securities.

Level 2 — observable inputs other than Level 1 (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Investments that trade in markets that are not considered to be active, but whose values are based on quoted market prices, dealer quotations, or valuations provided by alternative pricing sources supported by observable inputs are classified as Level 2 prices. These generally include investment grade corporate bonds and less liquid listed domestic and foreign equity securities.

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

Investments whose values are classified as Level 3 prices have significant unobservable inputs, as they may trade infrequently or not at all.

The Motley Fool Funds Trust 19

The Funds did not have any significant transfers between Level 1 and Level 2 during the period ended July 31, 2012.

	Independence Fund
Valuation Inputs	Value
Level 1 — Quoted Prices
U.S. Common Stocks		$  93,294,837
Foreign Common Stocks		50,616,631
Participatory Note		4,437,831
Temporary Cash Investment		10,917,486
Level 2 — Other Significant Observable Inputs
Foreign Common Stocks		51,641,293
Level 3 — Significant Unobservable Inputs		—
Total Value of Investments		$210,908,078
	Great America Fund
Valuation Inputs	Value
Level 1 — Quoted Prices
U.S. Common Stocks		$61,420,384
Temporary Cash Investment		403,973
Level 2 — Other Significant Observable Inputs		—
Level 3 — Significant Unobservable Inputs		—
Total Value of Investments		$61,824,357

20 The Motley Fool Funds Trust

	Epic Voyage Fund
Valuation Inputs	Value
Level 1 — Quoted Prices
Foreign Common Stocks		$  5,746,037
Participatory Notes		959,465
Temporary Cash Investment		728,097
Level 2 — Other Significant Observable Inputs
Foreign Common Stocks		7,558,447
Level 3 — Significant Unobservable Inputs		—
Total Value of Investments		$14,992,046

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

2. Investment Policies and Practices:

The sections below describe some of the different types of investments that may be made by the Funds and the investment practices in which the Funds may engage.

Foreign Securities

The Independence Fund and the Epic Voyage Fund invest, and the Great America Fund may invest, in equity and fixed-income securities of foreign companies, including companies located in both developed and emerging-market countries. Investment in foreign securities may include the purchase of American Depositary Receipts (“ADRs”) and other depositary receipts (European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”)) that represent indirect interests in securities of foreign issuers. A significant portion of a Fund’s exposure to foreign investments may be composed of such investments. Investments in foreign securities are affected by risk factors generally not associated with investments in the securities of U.S. companies in the U.S. With respect to such securities, there may be more limited information publicly available concerning the issuer than would be the case with respect to domestic securities, foreign issuers may use different accounting standards, and foreign trading markets may not be as liquid as are U.S. markets. Foreign securities also involve such risks as currency risks, possible imposition of withholding or confiscatory taxes, possible currency transfer restrictions, expropriation or other adverse political or economic developments, and the difficulty of enforcing obligations in other countries. These risks may be greater in emerging-market countries and in less-developed countries.

The purchase of securities denominated in foreign currencies will subject the value of the Funds’ investments in those securities to fluctuations caused by changes in foreign

The Motley Fool Funds Trust 21

exchange rates. To hedge against the effects of changes in foreign exchange rates, the Funds may enter into forward foreign currency exchange contracts (“forward contracts”). These contracts represent agreements to exchange an amount of currency at an agreed-upon future date and rate. The Funds will generally use forward contracts only to “lock in” the price in U.S. dollars of a foreign security that a Fund plans to purchase or to sell, but in certain limited cases, it may use such contracts to hedge against an anticipated substantial decline in the price of a foreign currency against the U.S. dollar that would adversely affect the U.S. dollar value of foreign securities held by the Fund. Forward contracts will not be used in all cases and, in any event, cannot completely protect the Funds against all changes in the values of foreign securities resulting from fluctuations in foreign exchange rates. The Funds will not enter into a forward contract if, as a result, forward contracts would represent more than 20% of a Fund’s total assets. For hedging purposes, the Funds may also use options on foreign currencies, which expose the Funds to certain risks.

Some foreign securities are traded in the U.S. in the form of ADRs. ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership of the underlying securities of foreign issuers. EDRs and GDRs are receipts typically issued by foreign banks or trust companies, evidencing ownership of underlying securities issued by either a foreign or U.S. issuer. Generally, depositary receipts in registered form are designed for use in the U.S. and depositary receipts in bearer form are designed for use in securities markets outside the U.S. Depositary receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. Depositary receipts generally involve the same risks as other investments in foreign securities. However, holders of ADRs and other depositary receipts may not have all the legal rights of shareholders and may experience difficulty in receiving shareholder communications.

Types of Fixed-Income Securities

A Fund may invest in bonds and other types of debt obligations of U.S. and foreign issuers. Fixed income securities purchased by a Fund may include, among others, bonds, notes, and debentures issued by corporations; debt securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities (“U.S. Government Securities”); municipal securities; mortgage-backed and asset-backed securities; and debt securities issued or guaranteed by foreign governments, their agencies, instrumentalities, or political subdivisions, or by government-owned, -controlled, or -sponsored entities, including central banks. These investments also include money market instruments and other types of obligations. Investors should recognize that, although securities ratings issued by Standard & Poor’s^® Ratings Services (“S&P”), a division of The McGraw-Hill Companies, Inc., and Moody’s Investors Services^©, Inc. (“Moody’s”), provide a generally useful guide as to credit risks, they do not offer any criteria to evaluate interest rate risk. Changes in interest rate levels generally cause fluctuations in the prices of fixed-income securities and will, therefore, cause fluctuations in the NAV per share of a Fund. Subsequent to the purchase of a

22 The Motley Fool Funds Trust

fixed-income security by a Fund, the ratings or credit quality of such security may deteriorate. Any such subsequent adverse changes in the rating or quality of a security held by a Fund would not require a Fund to sell the security.

Participatory Notes

A participatory note, as used by a Fund, is an instrument used by investors to obtain exposure to an equity investment, including common stocks and warrants, in a local market where direct ownership is not permitted (or is impractical.) In countries where direct ownership by a foreign investor, such as a Fund, is not allowed by local law, such as Saudi Arabia, an investor may gain exposure to the market through a participatory note, which derives its value from a group of underlying equity securities. A participatory note is intended (disregarding the effect of any fees and expenses) to reflect the performance of the underlying equity securities on a one-to-one basis so that investors will not normally gain more in absolute terms than they would have made had they invested in the underlying securities directly, and will not normally lose more than they would have lost had they invested in the underlying securities directly.

In addition to providing access to otherwise closed markets, participatory notes can also provide a less expensive option to direct investment (where ownership by foreign investors is permitted) by reducing registration and transaction costs in acquiring and selling local registered shares. The Funds’ investment manager also believes that participatory notes can offer greater liquidity in markets that restrict the ability of the Funds to dispose of an investment by either restricting transactions by size or requiring registration and/or regulatory approvals.

The purchase of participatory notes involves risks that are in addition to the risks normally associated with a direct investment in the underlying securities. A Fund that holds a participatory note is subject to the risk that the issuer of the participatory note (i.e., the issuing bank or broker-dealer), which is the only responsible party under the note, is unable or refuses to perform under the terms of the participatory note, also known as counterparty risk.

While the holder of a participatory note is entitled to receive from the bank or broker-dealer any dividends or other distributions paid on the underlying securities, the holder is not entitled to the same rights as an owner of the underlying securities, such as voting rights.

Participatory notes may not be traded on exchanges, are privately issued, and may be illiquid. To the extent a participatory note is determined to be illiquid, it would be subject to the Fund’s limitation on investments in illiquid securities. There can be no assurance that the trading price or value of participatory notes will equal the value of the underlying value of the equity securities they seek to replicate.

The Motley Fool Funds Trust 23

Real Estate Investment Trusts

Real estate investment trusts (“REITs”) are pooled investment vehicles that manage a portfolio of real estate or real estate-related loans to earn profits for their shareholders. REITs are generally classified as equity REITs, mortgage REITs, or a combination of equity and mortgage REITs. Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of the borrower on any credit extended. REITs are dependent upon management skills, may not be diversified geographically or by property type, and are subject to heavy cash-flow dependency, default by borrowers, and self-liquidation. REITs must also meet certain requirements under the Internal Revenue Code of 1986, as amended (the “Code”), to avoid entity level tax and be eligible to pass through certain tax attributes of their income to shareholders. REITs are consequently subject to the risk of failing to meet these requirements for favorable tax treatment and of failing to maintain their exemptions from registration under the 1940 Act. REITs are also subject to the risks of changes in the Code affecting their tax status.

REITs (especially mortgage REITs) are also subject to interest rate risks. When interest rates decline, the value of a REIT’s investment in fixed-rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT’s investment in fixed-rate obligations can be expected to decline. In contrast, as interest rates on adjustable-rate mortgage loans are reset periodically, yields on a REIT’s investments in such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed-rate obligations.

The management of a REIT may be subject to conflicts of interest with respect to the operation of the business of the REIT and may be involved in real estate activities competitive with the REIT. REITs may own properties through joint ventures or in other circumstances in which a REIT may not have control over its investments. REITs may use significant amounts of leverage.

REITs often do not provide complete tax information until after the end of the calendar year. Consequently, because of the delay, it may be necessary for a Fund, if invested in REITs, to request permission to extend the deadline for issuance of Forms 1099-DIV beyond January 31. Alternatively, amended Forms 1099-DIV may be sent. During the six months ended July 31, 2012, the Independence, the Great America and the Epic Voyage Fund invested in REITs.

Temporary Investments

During periods of adverse market or economic conditions, a Fund may temporarily invest all or a substantial portion of its assets in high-quality, fixed-income securities, money market instruments, and shares of money market mutual funds, or it may hold cash. At such times, a Fund would not be pursuing its stated investment objective with

24 The Motley Fool Funds Trust

its usual investment strategies. A Fund may also hold these investments for liquidity purposes. Fixed-income securities will be deemed to be of high quality if they are rated “A” or better by S&P or Moody’s or, if unrated, are determined to be of comparable quality by the Adviser. Money market instruments are high-quality, short-term fixed income obligations (which generally have remaining maturities of one year or less), and may include U.S. Government Securities, commercial paper, certificates of deposit and banker’s acceptances issued by domestic branches of United States banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements for U.S. Government Securities. In lieu of purchasing money market instruments, a Fund may purchase shares of money market mutual funds that invest primarily in U.S. Government Securities and repurchase agreements involving those securities, subject to certain limitations imposed by the 1940 Act. A Fund, as an investor in a money market fund, will indirectly bear the fees and expenses of the money market fund. These indirect fees and expenses will be in addition to the fees and expenses of the Funds. Repurchase agreements involve certain risks not associated with direct investments in debt securities.

3. Federal Income Taxes:

As of July 31, 2012, the aggregate cost of investment securities for federal income tax purposes (excluding foreign currency, securities sold short, and derivative related items) and the net unrealized appreciation from investments for those securities having an excess of value over cost and net unrealized depreciation from investments for those securities having an excess of cost over value (based on cost for federal income tax purposes) were as follows:

Independence Fund
Federal Tax Cost	Net Unrealized Appreciation (Depreciation)	Appreciated Securities	Depreciated Securities
$195,109,662	$15,798,416	$28,279,256	$(12,480,840)

Great America Fund
Federal Tax Cost	Net Unrealized Appreciation (Depreciation)	Appreciated Securities	Depreciated Securities
$59,365,709	$2,458,648	$5,777,377	$(3,318,729)

The Motley Fool Funds Trust 25

Epic Voyage Fund
Federal Tax Cost	Net Unrealized Appreciation (Depreciation)	Appreciated Securities	Depreciated Securities
$15,010,107	$(18,061)	$1,041,601	$(1,059,662)

4. Recent Accounting Pronouncements:

In May 2011, the FASB issued “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (the “Standard”).” The Standard includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. The Standard will require reporting entities to disclose quantitative information about the unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, the Standard will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of the Standard and its impact on the financial statements has not been determined.

5. Subsequent Events:

Subsequent events have been evaluated through the date that the financial statements were issued. All subsequent events determined to be relevant and material to the financial statements have been appropriately recorded or disclosed.

26 The Motley Fool Funds Trust

Item 2. Controls and Procedures.

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)     The Motley Fool Funds Trust                                                                                  

By (Signature and Title)*	/s/    Peter E. Jacobstein
	Peter E. Jacobstein, President
	(principal executive officer)
Date 9-25-12

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	/s/    Peter E. Jacobstein
	Peter E. Jacobstein, President
	(principal executive officer)
Date 9-25-12

By (Signature and Title)*	/s/    Phil Biedronski
	Phil Biedronski, Treasurer
	(principal financial officer)
Date 9-25-12

* Print the name and title of each signing officer under his or her signature.