Aquinas Advisors and Laurie Ann McRay Reprimanded for Inspection Evasion

1. WALLY KINNEY CHAIR CRISTI RAMÓN OCHOA ROBERT BELT DEPUTY SECURITIES COMMISSIONER MEMBER MELISSA TYROCH Mail: P.O. BOX 13167 Texas State Securities Board MEMBER AUSTIN, TEXAS 78711-3167 EJIKE E OKPA II MEMBER 208 E. 10th Street, 5th Floor Phone: (512) 305-8300 DAVID B. MONTGOMERY Austin, Texas 78701-2407 Facsimile: (512) 305-8310 MEMBER www.ssb.texas.gov IN THE MATTER OF THE INVESTMENT § ADVISER REGISTRATION OF AQUINAS § Order No. IC-26-CAF-01 ADVISORS, LLC AND THE INVESTMENT § ADVISER REPRESENTATIVE § REGISTRATION OF LAURIE ANN MCRAY § TO: Aquinas Advisors, LLC (CRD No. 114460) 3231 Allen Parkway Suite 4305 Houston, Texas 77019 Laurie Ann McRay (CRD No. 4479750) 3231 Allen Parkway Suite 4305 Houston, Texas 77019

DISCIPLINARY ORDER Be it remembered that Aquinas Advisors, LLC ("Respondent Aquinas") and Laurie Ann McRay ("Respondent McRay"), (collectively, "Respondents") appeared before the Securities Commissioner of the State of Texas ("Securities Commissioner") and consented to the entry of this order ("Order"), the Findings of Fact, the Conclusions of Law, and the Undertaking contained herein. OVERVIEW On October 14, 2022, staff of the Texas State Securities Board ("Staff") attempted to contact Respondents to schedule a routine inspection. Pursuant to Section 4007.052(b)-(c) of the Texas Securities Act and Section 116.7(b)-(c) of the Rules and Regulations of the Texas State Securities Board ("Board Rules"), as a registered investment adviser and an investment adviser representative with the Securities Commissioner, Respondents are subject to inspection by the Securities Commissioner to ensure compliance with the Texas Securities Act and Board Rules. Between October 2022 and March 2023, the Staff was unable to successfully complete an inspection of Respondents due to Respondents' lack of cooperation, including evading and ignoring requests and communications from the Staff. When the Staff attempted to complete the

inspection of Respondents again around February 14, 2025--almost two (2) years since initiating the inspection of Respondents--the Staff was again unable to successfully complete the inspection due to Respondents' continued lack of cooperation with the inspection process. On August 12, 2025, legal counsel for the Legal and Investigations Division ("Counsel") filed a Notice of Hearing with the State Office of Administrative Hearings ("SOAH"). To resolve this matter, Respondents have agreed to a public reprimand and to an Undertaking requiring Respondents to produce outstanding records in connection with the 2022 inspection and to retain a compliance consultant to perform reviews of Respondents' business to ensure compliance with all applicable securities laws for a period of three (3) years. Respondents have also agreed that this Disciplinary Order shall remain in place; provided, however, that should Respondent McRay and/or Respondent Aquinas fail to comply with the Undertaking, Respondent McRay and Respondent Aquinas will enter into another consent order with the Securities Commissioner consenting to the revocation of their registrations as an investment adviser representative and investment adviser, respectively, with the Securities Commissioner.

FINDINGS OF FACT

1. Respondents have waived (a) Respondents' rights to notice and hearing in this
   matter; (b) Respondents' rights to appear and present evidence in this matter; (c) Respondents' rights to appeal this Order; and (d) all other procedural rights granted to the Respondents by The Securities Act, Tex. Gov't Code §§ 4001.001- 4008.105 ("Texas Securities Act"), and the Administrative Procedure Act, Tex. Gov't Code Ann. §§ 2001.001-2001.903.

2. Respondent Aquinas is a for-profit limited liability company formed in Texas on
   September 11, 2014.

3. Respondent McRay is an individual who is the founder, sole owner, CEO, and sole
   investment adviser representative of Respondent Aquinas.

4. Respondents have been registered as an investment adviser and investment
   adviser representative, respectively, with the Securities Commissioner since February 6, 2003. 1

The inspection process is codified within the Texas State Securities Act and the Board Rules.

1. As a registered investment adviser and an investment adviser representative with the Securities Commissioner, Respondents are subject to inspection by the Securities Commissioner to ensure compliance with the Texas Securities Act the Board Rules.

Respondent Aquinas was previously known as McRay Money Management, LLC up until October 13, 2022. 1Disciplinary Order/Aquinas Advisors, LLC/Laurie Ann McRay/Page 2

1. Specifically, Section 4007.052(b) of the Texas Securities Act and Section 116.7(b)
   of the Board Rules state that the Commissioner or his or her authorized representative, during regular business hours, may: (1) enter the business premises of a registered investment adviser; and (2) examine and copy books and records pertinent to the inspection.

2. Further, Section 4007.052(c) of the Texas Securities Act and Section 116.7(c) of
   the Board Rules state that the investment adviser shall (1) provide to the Commissioner or the Commissioner's authorized representative immediate and complete access to the registered dealer's or registered investment adviser's office, place of business, files, safe, and any other location at which books and records pertinent to the inspection are located; and (2) allow the Commissioner or the Commissioner's authorized representative to make photostatic or electronic copies or books or records subject to inspection.

3. The Staff performs inspections routinely using a cycle exam process. Meaning,
   that investment advisers registered with the Securities Commissioner are on a cycle to be subject to examination by Staff in or around once every four (4) to five (5) years.

4. Respondents were last inspected by the Securities Commissioner on June 6,

5. 2
   Respondents' uncooperative conduct prevented Staff from successfully completing the 2022 inspection. 10. On October 14, 2022, the Staff attempted to contact Respondent McRay via email to schedule a routine inspection of her and her business, Respondent Aquinas. The Staff also left a voicemail for Respondent McRay that same day. The October 14 email and voicemail went unanswered and unreturned. th

6. On October 18, 2022, the Staff again tried to call Respondent McRay to attempt to
   schedule the routine inspection of Respondents. The October 18 phone call went thunanswered and unreturned.

7. On November 30, 2022, the Staff made a third attempt to contact Respondent
   McRay via phone and email.

8. On December 6, 2022, Respondent McRay finally responded to the Staff. In her
   email to the Staff, Respondent McRay asked the Staff to send a list of the specific records they wished to inspect as well as a list of questions in portable document format ("PDF") that the Staff planned to ask.

9. On the morning of December 8, 2022, the Staff called Respondent McRay to
   discuss the requests made in her December 6 email to the Staff. Respondent th

Respondents have been previously inspected by the Securities Commissioner in January 2003, September 2008, 2 and April 2012.Disciplinary Order/Aquinas Advisors, LLC/Laurie Ann McRay/Page 3

McRay answered and told the Staff she was going into emergency surgery and she could not talk.

1. The Staff again tried to contact Respondent McRay via phone on January 17,

2. This call went unanswered and unreturned.

3. Pursuant to Section 116.5 of the Board Rules, investment advisers and investment
   adviser representatives are required to maintain books and records at least in accordance with the minimum record-keeping requirements of that state. 3

4. On January 26, 2023, the Staff emailed Respondent McRay an initial request to
   inspect the aforementioned books and records. This is a standard request with every routine inspection. The email also contained a frequently asked questions or "FAQ" brochure regarding routine inspections and a notification that the Staff was scheduled to visit the offices of Respondent Aquinas on February 7, 2023 at 9:00 a.m. This email went unanswered.

5. On February 7, 2023, the Staff arrived at the offices of Respondents and attempted
   to contact Respondent McRay multiple times. The calls went unanswered and the Staff was not permitted to enter the offices of Respondents. After fifteen (15) minutes, the Staff made one final call to Respondent McRay that they were leaving and to please call them back to set up a time for a visit. This call and voicemail went unanswered.

6. On February 9, 2023, the Staff sent a certified letter to Respondents once again
   requesting records and attempting to schedule an in-person visit at the offices of Respondents.

7. Attached to the February 9 certified letter were the Staff's initial document threquest, the FAQ brochure, and a notification of an in-person visit to be performed
   on March 1, 2023 at 9:00 a.m. The letter concluded with the following notice to Respondents: Refusing to comply with this requirement constitutes a violation of Section 4007.052 of the Act and Section 116.7(e) of the Board Rules and provide grounds for the revocation or suspension of your registration with this Agency pursuant to Section 4007.105(a)(13) of the [Texas Securities] Act.

8. On February 16, 2023, the Staff emailed Respondent McRay notifying her of the
   approaching deadline to respond to the Staff's initial document request and to confirm the in-person office visit.

9. And on that same day, on February 16, 2023, Respondent McRay finally
   responded to the Staff's multiple inquiries via email in which she informed the Staff that she would begin working on the production of records.

Section 116.5 of the Board Rules details what minimum records investment advisers registered in the state of Texas 3 are required to make and keep.Disciplinary Order/Aquinas Advisors, LLC/Laurie Ann McRay/Page 4

1. Then on February 23, 2023, one (1) day past the deadline for the initial document
   request, Respondent McRay emailed the Staff requesting a deadline extension until March 16, 2023 due to her need to "fulfill fiduciary duties."

2. In this email, Respondent McRay also notified Staff that "due to COVID, we are
   operating via email so cannot meet in person for a scheduled examination."

3. That same day, on February 23, 2023, the Staff responded to Respondent
   McRay's email stating while they were unable to grant her request for an extension, they would grant her request for a virtual inspection via phone and email. The virtual inspection was to begin on March 1, 2023, and would commence with an interview and continue with the review of records.

4. On February 28, 2023, Respondent McRay responded to the Staff and agreed to
   move forward with a virtual exam the following day, March 1, 2023 at 9:00 a.m. Respondent McRay also asked that the Staff email her any questions they intended to ask during the inspection.

5. On March 1, 2023, the Staff commenced a virtual inspection of Respondents via
   conference call. The Staff explained the process of the virtual inspection and expected time commitment of the inspection. After this explanation, Respondent McRay stated she could only be on for thirty (30) minutes due to a physical therapy session and a meeting for a board she was on and once again asked for the interview questions to be emailed to her. The Staff explained that the interview is not provided in print format and can only be conducted in real time.

6. Once the interview started, the Staff was introduced and proceeded to ask the first
   question in the interview, which was the "number of total personnel" for Respondent Aquinas. Respondent McRay's response was that "she did not know, and she would have to refer to Form ADV , or she will get back with the answer" 4as this was a technical question.

7. The Staff proceeded to ask again if she knew the number of personnel working for
   her firm. Respondent McRay "stated, to the best of her knowledge it was just one".

8. As the Staff continued to ask standard interview questions, Respondent McRay
   kept asking the Staff to repeat the question, stating that she either did not know the answer, or had to refer to the Form ADV.

9. Every question that was asked was repeated at least three (3) times, which was
   stated in a clear, slow, and concise voice.

10. During the interview, the Staff noticed and heard typing. The Staff asked
    Respondent McRay whether she was typing the question and whether she could

The Form ADV is a mandatory registration document for investment advisers that, in part, details their business 4practices, fee structures, and any disciplinary actions and must be updated annually to reflect any material changes in the adviser's business.Disciplinary Order/Aquinas Advisors, LLC/Laurie Ann McRay/Page 5

access the Form ADV for the questions being asked. She replied that she could not.

1. When the Staff asked Respondent McRay if she had a compliance staff member
   or compliance firm complete her Form ADV for her, she refused to answer and alleged it was "a privacy concern."

2. The interview questions concluded with the following question: "in what other
   business or services is the adviser engaged?"

3. When the Staff posed this question to Respondent McRay, her response was the
   same as all the other questions--that she did not know and had to get back to us.

4. The interview with Respondent McRay lasted a total of forty-five (45) minutes with
   twenty-two (22) questions being asked and only one (1) question being answered.

5. At the end of interview, the Staff requested a time and date to continue the
   interview and virtual inspection. Respondent McRay demanded that the Staff send her a request in writing.

6. And on March 1, 2023, following the unfinished initial interview with Respondent
   McRay, the Staff emailed Respondent McRay. In the email, the Staff stated that a typical interview in connection with an inspection is between one and one half (1.5) to two (2) hours and based on a person's need for additional time to respond, may extend beyond the traditional two-hour window set aside for the interview. The Staff acknowledged that Respondent McRay insisted she needed more time to respond to the forty-four (44) of the forty-five (45) interview questions and asked her to give a time during any day of the following week between 8:00 a.m. and 5:00 p.m. to complete the interview.

7. On March 11, 2023, the Staff received an email from Respondent McRay. The only
   information contained in the email was a client list, which was only one (1) of the six (6) items contained in the initial document request. And Respondent McRay gave no acknowledgement to continue the initial interview.

Respondents continued to refuse to cooperate and work with Staff for almost two years after the Staff initiated the inspection. 38. On or around February 14, 2025--almost two (2) years since initiating the inspection of Respondents--the Staff again reached out to Respondent McRay in an attempt to complete the inspection.

1. To better accommodate Respondent McRay due to certain health and staffing
   issues made known to the Staff, the Staff even limited the information it requested from Respondents and requested that Respondents provide records responsive to Staff's requests by February 21, 2025. Disciplinary Order/Aquinas Advisors, LLC/Laurie Ann McRay/Page 6

2. On February 24, 2025, the Staff reached out to Respondents again with the same
   request to complete its inspection with a new due date of March 5, 2025.

3. Consistent with Respondents' behavior over the past two years, these requests
   also went unanswered by Respondents.

4. And on March 10, 2025, the Staff reached out yet again to the Respondents with
   the same request to complete its inspection with another updated due date of March 20, 2025. 5

5. On March 11, 2025, Respondent McRay responded to Staff but provided no
   substantive responses to Staff's requests in connection with its inspection.

6. In part, Respondent McRay's response to Staff stated that:
   I am a sole 'fiduciary investment advisor' and doing everything solo. I contracted Flu-A in February which then led to severe bronchitis and pneumonia which I am still recovering. I'm catching up on all my 'fiduciary' tasks, primarily taking care of clients and tending to regulatory deadlines, including my Form ADV for the State of Texas which we plan to have filed on or before 3/31/2025. Our top priority is to get the ADV filed timely for the State of Texas.

7. Again, on March 24, 2025, the Staff again reached out to Respondent McRay,
   issuing the same requests in order to successfully complete its inspection of Respondents with an updated due date of April 1, 2025. This communication went unanswered and unacknowledged.

8. And yet again, on April 17, 2025, the Staff sent the same request to Respondents
   with a new due date of April 25, 2025. Again, Respondents did not respond.

9. And on July 10, 2025, Counsel sent Respondents an email detailing the
   outstanding request items with a new due date of July 24, 2025 and included an explanation of the Staff's cycle examination process and the reasons why the Staff was still requesting records.

10. These requests also went unanswered by Respondents.

11. Finally, on August 12, 2025, Counsel filed a Notice of Hearing with SOAH which
    alleged the Respondents' refusal to comply with Section 4007.052(b)-(c) of the Texas Securities Act and Section 116.7(b)-(c) of the Board Rules.

Staff also sent the same request to Respondents via certified mail on March 10, 2025. 5Disciplinary Order/Aquinas Advisors, LLC/Laurie Ann McRay/Page 7

UNDERTAKING

1. Respondents undertake and agree to produce all outstanding records requested
   by the Staff in connection with the 2022 inspection as detailed in certain exhibits previously provided to the Respondents under separate cover no later than June 1, 2026.

2. Respondents further undertake and agree to participate in an interview with Staff
   for the outstanding inspection within thirty (30) days of the entry of this order.

3. Respondents further undertake and agree to produce any additional records
   and/or responses as requested by the Staff to complete the 2022 inspection in accordance with deadlines set out by the Staff. The relevant time period for records is July 1, 2023 through July 31, 2025.

4. Respondents further undertake and agree that Respondents will deliver to Counsel
   any written or oral complaints by Texas residents and report the initiation of any regulatory actions within which either of Respondents' name(s) appears or in which either of the Respondents are otherwise involved.

5. Respondents further undertake and agree that each referenced complaint and
   regulatory action will be delivered and/or reported to Counsel within ten (10) business days of when either Respondent receives such complaint or initiation of such regulatory action.

6. Respondents further undertake and agree to retain an independent
   outside compliance consultant ("Compliance Consultant") that is not unacceptable to Staff no later than May 31, 2026.

7. Respondents further undertake and agree to submit, no later than May 21, 2026,
   prior to retaining the Compliance Consultant, a letter to Counsel identifying: the Compliance Consultant, the Compliance Consultant's experience in the securities industry, and all pre-existing personal and business relationships between the Compliance Consultant and either of the Respondents.

8. Respondents further undertake and agree to retain the Compliance Consultant to
   complete a review ("Review") no later than June 29, 2026.

9. Respondents further undertake and agree that the Review will examine
   Respondents' business activities to monitor for compliance with all applicable securities laws and will specifically review, at a minimum:

10. Respondent Aquinas' compliance with §116.5 of the Board Rules requiring
    investment advisers to maintain records in accordance with the minimum record-keeping requirements of the state:

11. Respondent Aquinas' compliance with maintaining record of
    client contracts; Disciplinary Order/Aquinas Advisors, LLC/Laurie Ann McRay/Page 8

12. Respondent Aquinas' compliance with maintaining record of client
    suitability information;

13. Respondent Aquinas' compliance with §116.10 of the Board Rules
    requiring investment advisers to establish, maintain, and enforce a system to supervise the activities of its investment adviser representatives that is reasonably designed to achieve compliance with the Texas Securities Act, the Board Rules, and all applicable securities laws and regulations; and that supervisory systems must be written;

14. Respondent Aquinas' written supervisory procedures;

15. All correspondence, whether electronic or written, received or sent by
    Respondent McRay; and

16. All recommendations of private placement products to clients, including
    documents in connection with those private placements.

17. Respondents further undertake and agree to require the Compliance Consultant
    to deliver to Respondents, no later than July 29, 2026, after the Review, a report ("Report") describing the areas the Compliance Consultant reviewed and its findings and recommendations.

18. Respondents further undertake and agree to submit to Counsel no later than
    August 28, 2026, within thirty (30) days of receiving the Report: (1) the Report; (2) a statement identifying all corrective measures taken by Respondents in response to the Report; and (3) a statement identifying the reason(s) for not following the Compliance Consultant's recommendations ("Response").

19. Respondents further undertake and agree that the Review, Report, and
    Response procedures described in provisions nine (9) through eleven (11) of this Undertaking will be conducted on a semi-annual basis to detect activity that may violate this Undertaking, Respondent Aquinas' procedures, and/or all applicable securities laws for a period of three (3) years and until completion of six (6) semi-annual Reviews, six (6) Reports, and six (6) Responses.

20. Respondents further undertake and agree that the dates to submit to Counsel the
    items described in provision 11 are: August 28, 2026, February 28, 2027, August 28, 2027, February 28, 2028, August 28, 2028, and February 28, 2029.

21. Respondents further undertake and agree to establish, maintain and enforce
    written procedures for such supervision activities as are reasonably necessary to achieve compliance with this Undertaking, and to maintain written, signed, and dated records of all supervision activities necessary for this Undertaking.

22. Respondents further undertake and agree that upon request, either of the
    Respondents will immediately provide Counsel with copies of such written supervisory procedures and documentation of such supervision activities referenced in provision 14 of this Undertaking.

23. Respondents further undertake and agree to deliver to Counsel any and
    all documentation of the semi-annual Reviews in which a violation(s) of this Disciplinary Order/Aquinas Advisors, LLC/Laurie Ann McRay/Page 9 Undertaking or Respondent Aquinas' procedures is detected by the Compliance Consultant.

24. Respondents further undertake and agree that such records will be delivered to
    Counsel within ten (10) business days of completion of the pertinent semi- annual Review.

25. Respondents further undertake and agree that Respondents will be subject to
    this Undertaking for a period of three (3) years from the date that Aquinas and McRay enter into this order and until completion of six (6) semi-annual Reviews, six (6) Reports, and six (6) Reviews in accordance with the dates set out in provision 13.

26. Respondents further undertake and agree to comply with all deadlines without
    delay in connection with any requests made by Staff in connection with information including, but not limited to, information considered necessary by the Commissioner or Board to determine Respondents' business repute or qualifications.

27. Respondents further undertake and agree that the Disciplinary Order shall remain
    in place; provided, however that should Respondent McRay and/or Respondent Aquinas fail to comply with this Undertaking, Respondent McRay and Respondent Aquinas will enter into a consent order with the Securities Commissioner consenting to the revocation of their registrations as an investment adviser representative and investment adviser, respectively, with the Securities Commissioner.

28. Respondents further undertake and agree that should their registrations be
    revoked, neither Respondent McRay nor Respondent Aquinas will act as an investment adviser, investment adviser representative, dealer, or agent, as those terms are defined within Subchapter B of Section 4001 of the Texas Securities Act.

CONCLUSIONS OF LAW

1. Respondents' failures to comply with requests from Staff to conduct an inspection
   of Respondents' business were refusals to provide information considered necessary by the Commissioner or Board to determine Respondents' business repute or qualifications that the Commissioner or Board has requested.

2. Respondent's failures to provide to the Commissioner or the Commissioner's
   authorized representative immediate and complete access to the registered investment adviser's books and records pertinent to the inspection were refusals to provide information considered necessary by the Commissioner or Board to determine Respondents' business repute or qualifications that the Commissioner or Board has requested.

3. Respondents' failures to provide to the Commissioner or the Commissioner's
   authorized representative immediate and complete access to the registered Disciplinary Order/Aquinas Advisors, LLC/Laurie Ann McRay/Page 10 investment adviser's books and records pertinent to the inspection were violations of §116.7(c) of the Board Rules.

4. Pursuant to Section 4007.105(a)(9)(B) of the Texas Securities Act, the
   aforementioned violations constitute bases for the issuance of an Order reprimanding Respondents.

5. Pursuant to Section 4007.105(a)(13)(A) of the Texas Securities Act, the
   aforementioned violations of Section 4007.052(c) of the Texas Securities Act constitute bases for the issuance of an Order reprimanding Respondents.

6. Pursuant to Section 4007.105(a)(13)(B) of the Texas Securities Act, the
   aforementioned violations of the Board Rules constitute bases for the issuance of an Order reprimanding Respondents. ORDER

7. It is therefore ORDERED that Aquinas Advisors, LLC is hereby REPRIMANDED.

8. It is further ORDERED that Laurie Ann McRay is hereby REPRIMANDED.

9. It is further ORDERED that Aquinas Advisors, LLC and Laurie Ann McRay
   COMPLY with the terms of the Undertaking contained herein. Disciplinary Order/Aquinas Advisors, LLC/Laurie Ann McRay/Page 11