RAI WEALTH MANAGEMENT

ITEM 1 - COVER PAGE Richey Advisors, Inc. dba RAI Wealth Management 151 N. Kraemer Blvd. Suite 105 Placentia, CA 92870 (714) 449-9696 www.raiwm.com Form ADV, Part 2A Brochure April 23, 2026 This brochure provides information about the qualifications and business practices of Richey Advisors, Inc. If you have any questions about the contents of this brochure, please contact us at (714) 449-9696 or info@raiwm.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Richey Advisors, Inc. is a Registered Investment Adviser. Any reference to or use of the terms “registered investment adviser” or “registered,” does not imply that Richey Advisors, Inc., or any person associated with Richey Advisors, Inc. has achieved a certain level of skill or training. Additional information about Richey Advisors, Inc. is available on the SEC’s website at www.adviserinfo.sec.gov.  ITEM 2 - MATERIAL CHANGES The purpose of this page is to inform you of any material changes to our brochure. If you are receiving this brochure for the first time this section may not be relevant to you. Richey Advisors, Inc. (“RAI”) reviews and updates our brochure at least annually to confirm that it remains current. We have not made any material changes since the previous annual update to our brochure, dated April 23, 2026. 2 RAI Wealth Management Part 2A Brochure  ITEM 3 - TABLE OF CONTENTS ITEM 1 - COVER PAGE .........................................................................................................................1 ITEM 2 - MATERIAL CHANGES .............................................................................................................2 ITEM 3 - TABLE OF CONTENTS .............................................................................................................3 ITEM 4 - ADVISORY BUSINESS .............................................................................................................5 Description of Advisory Firm .................................................................................................................... 5 Fiduciary Duty ........................................................................................................................................... 5 Advisory Services Offered ......................................................................................................................... 6 Tailored Services and Client Imposed Restrictions ................................................................................. 10 Wrap Fee Programs ................................................................................................................................ 10 Assets Under Management .................................................................................................................... 10 ITEM 5 - FEES AND COMPENSATION ................................................................................................. 11 Fee Schedule ........................................................................................................................................... 11 Other Fees and Expenses ........................................................................................................................ 14 ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ........................................... 14 ITEM 7 - TYPES OF CLIENTS ............................................................................................................... 14 Account Requirements ........................................................................................................................... 14 ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ................................ 15 Methods of Analysis and Investment Strategies .................................................................................... 15 Investing Involves Risk ............................................................................................................................ 17 Specific Security Risks ............................................................................................................................. 18 Financial Planning ................................................................................................................................... 22 ITEM 9 - DISCIPLINARY INFORMATION .............................................................................................. 23 ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS .............................................. 23 Representative of Unaffiliated Investment Adviser ............................................................................... 23 Licensed Insurance Agent ....................................................................................................................... 23 Unaffiliated Accounting Firm .................................................................................................................. 23 ITEM 11 - CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ......................................................................................................................................... 24 Code of Ethics ......................................................................................................................................... 24 ITEM 12 - BROKERAGE PRACTICES .................................................................................................... 24 Factors Considered in Selecting Broker-Dealers for Client Transactions ............................................... 24 Aggregation and Allocation of Transactions ........................................................................................... 28 3 RAI Wealth Management Part 2A Brochure  ITEM 13 - REVIEW OF ACCOUNTS...................................................................................................... 29 Managed Account Reviews .................................................................................................................... 29 Account Reporting .................................................................................................................................. 30 ITEM 14 - CLIENT REFERRALS AND OTHER COMPENSATION ............................................................... 30 Custodian Support Products and Services .............................................................................................. 30 Client Referral Fees ................................................................................................................................. 30 Outside Referrals .................................................................................................................................... 31 ITEM 15 - CUSTODY .......................................................................................................................... 31 ITEM 16 - INVESTMENT DISCRETION ................................................................................................. 32 ITEM 17 - VOTING CLIENT SECURITIES ............................................................................................... 32 ITEM 18 - FINANCIAL INFORMATION ................................................................................................ 33 Form ADV, Part 2B Brochure Supplement ........................................................................................... i James P. Ripley .................................................................................................................................. ii Terri Grassi ....................................................................................................................................... iv Angel Mendez ................................................................................................................................... vi Kate Gregory Walker ....................................................................................................................... viii PRIVACY INFORMATION .................................................................................................................... A 4 RAI Wealth Management Part 2A Brochure  ITEM 4 - ADVISORY BUSINESS Description of Advisory Firm Richey Advisors, Inc., dba RAI Wealth Management (“RAI,” “we,” “our,” or “us”) is a privately-owned corporation headquartered in Placentia, CA. J. H. Richey founded RAI in 1985, and James P. Ripley, President and Chief Compliance Officer, assumed 100% ownership in 2015. RAI first became registered as an investment adviser in 1992. Fiduciary Duty Registered investment advisers are considered fiduciaries under federal law. Our fiduciary duty carries with it an obligation to act in the best interest of our clients pursuant to a relationship of trust and confidence. It encompasses a duty of care and a duty of loyalty. Duty of Care The duty of care includes, among other things: 1. the duty to provide advice that is in the best interest of the client; 2. the duty to seek best execution of a client’s transactions where the adviser has the responsibility to select broker-dealers to execute client trades; and 3. the duty to provide advice and monitoring over the course of the relationship. The duty to provide advice suitable to each client based on a reasonable understanding of the client’s objectives is a critical component of the duty of care. Providing suitable advice includes making a reasonable inquiry into the client’s financial situation, investment experience, and financial goals and then updating this information as necessary throughout the course of the relationship to reflect the client’s changing objectives over time and adjusting the advice we provide to reflect any changed circumstances. When RAI has the responsibility to select broker-dealers to execute client trades in discretionary accounts, we seek to trade such that the client’s total cost or proceeds in each transaction are the most favorable under the circumstances. In doing so, we consider the full range and quality of a broker’s services and so the determinative factor is not necessarily the lowest possible commission cost but whether the transaction represents the best qualitative execution. Moreover, we periodically and systematically evaluate the execution we receive on behalf of our clients. Our duty of care includes an obligation to provide advice and monitoring at a frequency that is in the best interest of the client, taking into account the scope of the agreed relationship. This scope is indicated by the duration and nature of the services as outlined in each client’s advisory arrangement and extends to all personalized advice provided to clients. Duty of Loyalty RAI adheres to a duty of loyalty where we seek to serve the best interests of our clients and never subordinate the interests of our clients to our own. Simply put, RAI cannot place its own interests ahead of the interests of our clients. In observance of this duty, we must make full and fair disclosure to clients of all material facts relating to the advisory relationship. Further, we also seek to eliminate or at least 5 RAI Wealth Management Part 2A Brochure  expose through full and fair disclosure all conflicts of interest which might incline RAI, consciously or unconsciously, to render advice that is not disinterested. We believe that in order for disclosure to be full and fair, it should be sufficiently specific so that each client is able to understand the material fact or conflict of interest and make an informed decision whether to provide consent. Consequently, we provide this ADV 2A brochure to all prospective clients at or before entering into a contract so that they can use the information within to decide whether or not to enter into an advisory relationship. Advisory Services Offered RAI offers the following services to advisory clients: Investment Management Services RAI offers advice to clients regarding asset allocation and the selection of mutual funds and exchange- traded funds (ETFs). We will provide an analysis of a client’s financial and investment affairs and will tailor fund selections to suit the needs and objectives of each client. We will also address potential areas of opportunity and seek to clarify economic and tax implication problems with respect to a client’s financial circumstances in conjunction with the client’s tax and/or legal advisors, when appropriate. RAI invests client accounts on a fully discretionary basis, limited only by the client’s individual needs and any restrictions imposed on the account. RAI may also occasionally utilize additional types of investments if we believe they are appropriate to address the individual needs, goals, and objectives of the client or in response to client inquiry. RAI may offer investment advice on any investment held by the client at the start of the advisory relationship. We describe the material investment risks for the securities that we utilize in Item 8 below. We discuss our discretionary authority below under Item 16 - Investment Discretion. For more information about the restrictions clients can put on their accounts, see Tailored Services and Client Imposed Restrictions in this item below. Financial Planning Services RAI offers a range of retirement & financial planning services depending on the scope and complexity of client's needs and financial situation. Services provided may include one or more of the following: • Current spending and budgeting review • Retirement cashflow analysis • Retirement income tax estimates • Insurance overview • Estate planning overview • Investment analysis • Progress tracking When providing financial planning services, a conflict exists between the interests of RAI and the interests of the client because a client engaging us for financial planning can also engage us for investment management. Further, the client is under no obligation to act upon our recommendation, and if the client elects to act on any of the recommendations we make, the client always has the right to decide whether to effect the transaction through RAI. Finally, clients electing to act upon our 6 RAI Wealth Management Part 2A Brochure  recommendations always have the right to effect the transaction through the professional of their choosing. Our financial planning services do not include preparation of any kind of income tax, gift, or estate tax returns nor preparation of any legal documents, including wills or trusts. Independent Managers Portions of some client portfolios that transitioned to RAI from Gregory Advisors Incorporated are allocated among unaffiliated independent investment managers in accordance with the client’s designated investment objectives. In such situations, the Independent Manager has day-to-day responsibility for the active discretionary management of the allocated assets, primarily consisting of mutual funds and ETFs, and some stocks and bonds. RAI shall continue to render investment advisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Fees associated with Independent Managers are detailed below in Item 5 – Fees and Compensation. RAI accommodates portfolios managed through Independent Managers on a legacy basis only for clients previously managed by Gregory Advisors Incorporated. Model Marketplace RAI participates in the Model Marketplace and uses tax management tools of Altruist LLC, an SEC- registered investment adviser and affiliate of Altruist Financial LLC (“Altruist”). Through the Model Marketplace, RAI has access to model portfolios including Altruist-generated portfolios and third-party manager portfolios, to assist in managing or advising RAI client accounts. RAI also has the ability to create custom model portfolios and has access to tax management tools for use with Altruist-generated portfolios, third-party manager portfolios, and custom model portfolios. Altruist and its affiliates do not act as investment advisers or fiduciary to RAI clients. RAI is responsible for suitability of all investment decisions and transactions for client accounts subscribed to model portfolios through the Model Marketplace. Fees associated with Model Marketplace, including tax management tools are detailed below in Item 5 – Fees and Compensation. Employer-Sponsored Retirement Plan Services Employer-sponsored retirement plan services generally include assistance with identifying the plan’s needs and objectives, selecting and/or evaluating the team of service providers to the plan, and assisting with the range of fund options to be made available through the plan’s selected account custodian. RAI provides the analysis, and the plan sponsor approves the final selection of funds. RAI also assists the plan with conducting and/or coordinating investment education and enrollment meetings for plan participants and conducting annual plan reviews to discuss the ongoing reasonableness of the plan costs and service providers. Plan Referrals RAI may recommend the professional services of SEI Investments Developments, Inc., provider of the SEI Advisor Network service (“SEI”) or other plan providers if deemed to be in the best interest of the client. RAI has entered into a solicitation agreement with SEI, an investment adviser registered with the U.S. Securities and Exchange Commission. Under this agreement, RAI refers prospective clients to SEI, but we do not give investment advice or make securities recommendations to the prospective client. The client can then choose to sign an investment management agreement with SEI to have them manage the plan. 7 RAI Wealth Management Part 2A Brochure  RAI cannot enter into an agreement on SEI’s behalf, and SEI has the right to reject a prospect we refer. Every referred client, prior to entering into an investment advisory agreement with SEI, will receive SEI’s Form ADV Part 2 brochure and a disclosure of the solicitation agreement, including the compensation RAI receives for the referral. RAI receives referral fees, as described below under Referral Fees in Item 10. Consulting Services We are available to address questions a client may have relative to their financial and investment needs. Clients may schedule an appointment for a private consultation to discuss those questions, which directly affect their financial circumstances. We hold all information in strict confidence. We describe the fees charged for all of our services under Item 5 - Fees and Compensation, below. Limitations on Investments In some circumstances, RAI’s advice may be limited to certain types of securities as follows: Limitation by Issuer In the event RAI is managing assets within an annuity, RAI is limited to those investment options made available by the insurance company. Limitation by Type of Security Limitation on Equities For managed accounts, RAI utilizes mutual funds and occasionally ETFs for equity allocations and does not make recommendations in individual equity securities. However, we do hold individual positions as an accommodation to clients who have transferred existing individual equity securities into an account managed by RAI. For non-managed accounts RAI does not monitor or provide advice pertaining to any client-directed position held as an accommodation. RAI will only transact in individual equities at the client’s request. Limitation on Fixed Income For managed accounts, RAI utilizes debt-related mutual funds and ETFs only. However, we do hold individual positions as an accommodation to clients who have transferred existing fixed-income securities into an account managed by RAI. Non-Managed Accounts For non-managed accounts, RAI does not monitor or provide advice pertaining to any client directed positions held as an accommodation. RAI will only transact in individual fixed-income securities at the client’s request. Note: RAI does not maintain full market trading hours, and client-directed trade requests may consequently be delayed. 8 RAI Wealth Management Part 2A Brochure  Mutual Fund Limitations No Load Mutual Funds RAI generally limits mutual fund selections to no load funds or load-waived equivalents. Limitation by Custodian Choice of Funds For clients with accounts held by certain custodians, RAI is limited to the mutual funds available through the custodian. The custodians we recommend to clients include Schwab Advisor Services™, a division of Charles Schwab & Co., Inc. (“Schwab”), SEI Investments Distribution Co., (“SEI”), and Altruist Financial LLC (“Altruist”), registered broker-dealers, and SIPC members. For accounts held at SEI, client holdings will generally consist of SEI’s proprietary funds. However, SEI allows up to 50% of outside funds as long as those funds are available through SEI’s custodian. Rebalancing RAI generally rebalances client portfolios on a quarterly basis at our discretion. However, we are limited to trade amounts of $250 or greater for all accounts held at Schwab. This means that smaller accounts may not receive the same frequency of portfolio rebalancing. We describe the rebalancing process in detail under Methods of Analysis and Investment Strategies in Item 8, below. Limitation by Client RAI may also limit advice based on certain client-imposed restrictions. For more information about the restrictions clients can put on their accounts, see Tailored Services and Client Imposed Restrictions in this Item below. Non-Managed Accounts RAI may offer securities trading activities for cash and securities in a client’s non-managed account, acting as an intermediary between the client and the custodian of the non-managed account. We do not provide investment advice regarding a client’s non-managed assets or provide opinions as to the merits of any securities in non-managed accounts. RAI does not maintain regular trading hours, nor do we have representatives available to take trading instructions in real-time. We also do not make any judgments as to the appropriateness of assumed risk or suitability of any non-managed investment given the client’s situation. RAI offers this service at our discretion, in consideration of the client’s other accounts that we manage. An exception to the above may be made when a client requests that RAI make recommendations for assets held within a non-managed account. In these instances, RAI will charge our normal annual management fee on that portion of the account. We generally charge periodic maintenances fee to accommodate non-managed accounts, as described in Item 5 - Fees and Compensation, below. Client Transitions from an Another Investment Adviser RAI receives client referrals and account transitions from Gregory Advisors Incorporated (“Gregory”), a registered investment adviser that is not under common control with RAI. Gregory is no longer actively seeking new clients and is in the process of transitioning its remaining client relationships. Kate Gregory Walker, the principal owner of Gregory is an investment adviser representative of RAI. In this capacity, 9 RAI Wealth Management Part 2A Brochure  she provides advisory services on behalf of RAI and typically recommends that Gregory clients transition their advisory relationships to RAI. Clients who elect to engage RAI will enter into a new advisory agreement directly with RAI and will receive this brochure, along with all other required disclosure documents, prior to or at the time of engagement. While RAI’s services are generally similar to those previously provided by Gregory, there may be differences in service offerings, fee arrangements, and operational practices. Clients referred or transitioned from Gregory are under no obligation to engage RAI and may select any investment adviser of their choosing. RAI does not require that clients transition from Gregory in order to receive advisory services. RAI continues coordinating with clients and, where applicable, Gregory to facilitate a smooth transition of accounts and related administrative matters. Tailored Services and Client Imposed Restrictions RAI manages client accounts based on the investment strategy that is deemed most appropriate based upon the clients stated risk tolerance and objectives, as discussed below under Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss. RAI applies the selected strategy for each client, based on the client’s individual circumstances and financial situation. We make investment decisions for clients based on information the client supplies about their financial situation, goals, risk tolerance, and tax ramifications. Our investment selections may not be suitable if the client does not provide us with accurate and complete information. It is the client’s responsibility to keep RAI informed of any material changes to their investment objectives or restrictions. Clients may also request other restrictions on the account, such as when they need to keep a minimum level of cash in the account or does not want RAI to buy or sell certain specific securities or security types in the account. RAI reserves the right not to accept and/or terminate management of a client’s account if we feel that the client-imposed restrictions would limit or prevent us from meeting or maintaining the client’s investment strategy. Wrap Fee Programs RAI does not manage accounts under a wrap or bundled fee arrangement. However, we do recommend wrap fee programs sponsored and managed by SEI. Clients receive information regarding wrap fee programs in the agreement and brochure that SEI provides to those that participate at or before signing of the agreement. RAI clients participating in SEI’s mutual fund models are not part of SEI’s wrap fee program structure. Assets Under Management RAI manages client assets in discretionary accounts on a continuous and regular basis. As of March 31, 2026, the total amount of assets under our management was $159,654,662. 10 RAI Wealth Management Part 2A Brochure  ITEM 5 - FEES AND COMPENSATION Fee Schedule Investment Management Services RAI will charge an annual asset management fee for advice, monitoring, and quarterly status updates based on a percentage of the market value of the portfolio, per the following schedule: Account Value The First $50,000 The Next $50,000 The Next $150,000 The Next $250,000 The Next $500,000 $1.0 Million and Above Annual Rate 1.25% 1.20% 1.00% 0.75% 0.65% 0.55% All fees are negotiable under certain conditions such as when total household assets exceed $1,000,000. RAI aggregates family accounts in the same household for purposes of calculating advisory fees. We generally waive management fees for our personal and family accounts and in rare circumstances, as an accommodation for some related accounts of our clients. Some accounts are under different fee schedules honoring prior agreements, including legacy fee arrangements with former clients of Gregory Advisors Incorporated. RAI’s advisory fees are payable quarterly in arrears based on the average daily balance of the account. The first payment is due after the first quarter under management. The formula used for the calculation is as follows: Average Daily Balance x Annual Rate x (Days in Billing Period / 365), where the Average Daily Balance is equal to the billable balance for each day in the previous quarter / the amount by the total number of days in the billing cycle. For advisory fee calculation purposes, a calendar quarter is a period beginning on January 1, April 1, July 1, or October 1 and ending on the day before the next quarter. A day is any calendar day including weekends and holidays. For new accounts, the number of days remaining in the quarter is the number of calendar days following the date a new account is funded. With client written authorization, RAI will withdraw RAI’s advisory fee from client accounts held at Schwab and/or Altruist. Typically, Schwab and Altruist withdraw advisory fees from the client’s account during the first month of each quarter based on our instruction. As a custodian, SEI generally calculates and debits our fee for all client accounts managed under the SEI platform; however, RAI calculates the advisory fees on portfolios with accounts held by more than one custodian. The statement clients receive from SEI distinguish SEI’s and RAI’s fee. All clients will receive brokerage statements from their custodian no less frequently than quarterly. The custodian statement will show the deduction of the advisory fee. Clients authorize RAI to bill an additional fee for assistance with their heirs, beneficiaries, or estate in settling Client’s account(s) upon death or incapacitation of the client. The total amount billed is based on the account type and number of beneficiaries but will never exceed $1,000 and may be reduced or 11 RAI Wealth Management Part 2A Brochure  waived at our discretion. Related services typically include opening beneficiary IRAs for qualified accounts, providing letters of instruction for the beneficiaries and account custodians, and obtaining a copy of the death certificate. RAI also typically consults with the beneficiaries about their options regarding future distributions and taxation of any distributions. Non-qualified accounts may also require opening additional accounts, in addition to writing letters of authorization, obtaining a death certificate, and requesting any adjustment to tax-cost-basis of the assets held. In the event that the client’s beneficiaries do not require or request assistance with settlement of accounts, no such fee will be charged. Either party may terminate the agreement upon thirty (30) days written notice to the other party. For fees billed in arrears, the client will receive an invoice showing the advisory fees due for services rendered and not yet paid. If applicable, any earned unpaid advisory fees will be due and payable upon termination of the agreement. Financial Planning Services The initial consultation for Financial Planning Services is complimentary. Thereafter, RAI will calculate the financial planning fee based on an hourly rate of $200. The total fees will be based on an estimate of the overall hours needed to complete the plan and according to the nature and complexity of the plan, report, or analysis. We impose a minimum fee of $500 for any financial plan and both parties will agree to our fees in advance of RAI providing any services. Discounts may be appropriate where the assets under management are very substantial and/or the amount of incremental work necessary to manage such assets is minimal. Financial Plan fees are due upon completion of the plan. RAI considers the planning phase of our services to be complete, and the agreement terminated upon delivery of a financial planning project. In the event that either the client or RAI wishes to terminate the financial planning agreement before completion of the plan, either party may terminate the agreement at any time by providing written notice to the other party. Upon notice of termination, RAI will provide the client with any work product that has been developed up to the point of termination and an invoice for services provided through the date of termination. Independent Managers In addition to the fees that RAI charges as per the above schedule, clients are also responsible for separately paying the Independent Manager(s) investment advisory fees for each program utilized, when applicable. These outside fees vary with each program and can be viewed in detail in each Manager’s ADV 2A Brochure, which the client receives no later than at the time of entering into an agreement with the Independent Manager(s). Model Marketplace Fees charged by Altruist for participation in one or more Model Marketplace models and tax management tools are separate from and in addition to the investment management fees RAI charges in accordance with the above fee schedule. Model Marketplace fees are calculated by Altruist and debited directly from client accounts custodied at Altruist. Annual fees for model services range between 0.00% and 1.00% dependent upon each third-party manager model and/or some Altruist-generated models utilized in client accounts. There is no additional charge for no-fee marketplace models and portfolios 12 RAI Wealth Management Part 2A Brochure  and custom models generated by RAI. Fees for tax management tools used in conjunction with RAI- generated custom models and no-fee marketplace models and portfolios are 0.10% per year. For assets assigned to fee-bearing model marketplace products, tax loss harvesting through tax management tools is offered at no additional cost. Employer-Sponsored Retirement Plan Services For plans in excess of $1,000,000 under RAI’s management, we charge a negotiable management fee based on the eligible plan assets, as defined in the client agreement. Generally, employer-sponsored retirement plan management fees will range between 0.40% and 1.00% annually, based on the nature and complexity of the investments and services provided and will be set forth in the advisory agreement. Fees are debited directly from the plan on a quarterly basis in arrears based on the value of the account on the last business day of the quarter. Partial quarters are pro-rated for the number of days assets were under management. Plans under $1,000,000 are subject to the Investment Management Services fee schedule, in this item above. RAI will send a statement of fees charged to the plan sponsor. The statement will show the amount of the fee, the value of the plan assets upon which we based the fee, and the specific manner in which we calculated the fee. We strongly urge the plan trustee to verify the accuracy of fee calculations, as the custodian will not determine whether fees are properly calculated. Within five business days after the date of execution of the client agreement, the client may terminate RAI’s services without penalty or liability for payment of fees. After five days, either party may terminate the agreement upon thirty (30) days written notice to the other party. The client may terminate the agreement by writing to RAI at our office. Upon termination of the agreement, any earned, unpaid advisory fees will be due and payable. The client will receive an invoice showing the advisory fees due for services rendered and not yet paid. Consulting Services The initial consultation for consulting services is complimentary. Thereafter, RAI charges on an hourly basis for consultation time with a planner at a rate of $200 per hour with a minimum initial charge of $500. On certain occasions, we will also consult with clients on a fixed/flat fee basis paid at a frequency and rate based on the scope and complexity of the services as mutually agreed upon by RAI and the client. The entire fee is due upon the rendering of consulting services. RAI considers the consulting services to be complete, and the agreement terminated upon delivery of the agreed upon services. In the event that either the client or RAI wishes to terminate the consulting agreement before completion of the services, either party may terminate the agreement at any time by providing written notice to the other party. Upon notice of termination, RAI will provide the client with an invoice for services provided through the date of termination. Referral Fees When RAI refers a potential client to another registered investment adviser, we receive a portion of the investment advisory fees the client pays to the other adviser. RAI receives a percentage of the advisory fee the client pays for as long as the client continues to work with the other adviser. However, this does not increase the total fees paid by the client. The client pays the same amount of fees to the other 13 RAI Wealth Management Part 2A Brochure  adviser as they would if they had dealt with the adviser directly. Under our arrangement with SEI Investments Distribution Co. (“SEI”), we receive up to 10% of the investment management fee that SEI collects. Before selecting other advisers, RAI confirms that the other advisers are properly licensed or registered as investment advisers. Non-Managed Account Fees Clients that wish us to accommodate non-managed accounts will be charged an account maintenance fee not to exceed $1,000 annually. This fee may be reduced or waived at our discretion. General Statement on Advisory Fees RAI does not accept compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Other Fees and Expenses Schwab SEI, and Altruist have different fee schedules and RAI will assist clients with choosing the custodian that we believe best suits them based upon their individual needs and circumstances. RAI’s fees do not include custodian fees. Clients pay all brokerage commissions, stock transfer fees, and/or other similar charges incurred in connection with transactions and holdings in accounts, from the assets in the account. These charges are in addition to the fees client pays to RAI and are detailed in the custodial agreement between the client and their custodian(s). See Item 12 - Brokerage Practices below for more information. In addition, any fund shares held in a client’s account are subject to fund-related expenses and, if applicable, 12b-1 fees and/or early redemption fees on mutual funds. Each fund’s prospectus fully describes its fees and expenses. All fees paid to RAI for investment advisory services are separate and distinct from the fees and expenses charged by funds. Funds pay internal advisory fees to their managers, which are indirectly charged to all holders of the fund shares and disclosed in each fund’s prospectus. ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT RAI does not charge performance-based fees or other fees based on a share of capital gains or capital appreciation of the assets of a client and therefore does not engage in side-by-side management. ITEM 7 - TYPES OF CLIENTS RAI provides discretionary investment advisory and financial planning services to individuals, high net worth individuals, and trusts and estates. In addition, we offer advisory services to employer-sponsored retirement plans, and charitable organizations/endowments. Account Requirements RAI will recommend either Schwab Advisor Services™, a division of Charles Schwab & Co., Inc. (“Schwab”), SEI Investments Distribution Co., (“SEI”), or Altruist Financial LLC (“Altruist”) for custodial/brokerage of client accounts. SEI imposes a minimum account size of $50,000 and may aggregate family accounts to meet the minimum requirement. For accounts under $50,000, SEI charges 14 RAI Wealth Management Part 2A Brochure  clients a quarterly account maintenance fee. Schwab does not have account minimums or account maintenance fees. We generally do not recommend that clients with less than $250,000 in total portfolio value custody their assets with SEI in order to avoid the quarterly custodial fees. However, clients may still choose SEI for smaller accounts at their own discretion. RAI’s management fee to the client does not depend on the custodial broker selected. However, we must perform all trading functions for accounts held at Schwab and/or Altruist, and SEI generally performs trading functions for accounts held at SEI resulting in an administrative savings to us. This presents a conflict, giving us an incentive to recommend the custodial services of SEI Investments. RAI makes custodial recommendations based on the best interest of each client. ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Methods of Analysis and Investment Strategies In general, RAI’s objective for all clients is long-term growth of capital, in excess of inflation, over a period of years. Investment returns may come partly from income (interest and dividends) and partly from capital appreciation. The combination of income and capital appreciation is termed “total return.” Accounts are managed with the goal of maximizing total return, given anticipated investment conditions as well as client tolerance for risk and need for income and/or cash distributions. The actual return and value of a client’s account may fluctuate and at any point in time be worth more or less that the amount originally invested. RAI establishes an investment and asset allocation policy for client investment portfolios after assessing the client’s desire for income or capital appreciation, tax status, risk tolerance, and liquidity requirements. We will implement a client’s investment and asset allocation policy either through the direct selection and trading of mutual funds for the client’s account or through third-party asset allocation mutual fund portfolios. We monitor the results and make adjustments as needed. As the initial assumptions change, the plans themselves may need to be modified. Continuous portfolio management is important in an effort to keep the client's portfolio consistent with the client's objectives. Each portfolio has a target asset allocation. Generally, RAI reviews each portfolio at least quarterly to evaluate the actual allocation as compared to the target allocation. Where the variance is considered excessive in accounts held at Schwab and/or Altruist (as defined by the client's Investment Policy Statement), RAI takes appropriate actions (buys and sells) in order to bring the actual allocation within acceptable range of the target allocation. We refer to this process as "re-balancing." Since we believe that all investments are subject to cycles, this process of re-balancing offers a systematic process to help us sell when investment categories have been in favor and to buy when they have been out of favor. Methods of Analysis for Selecting Securities RAI may use fundamental, cyclical, charting, and/or technical analysis in the selection of individual mutual funds. Additionally, RAI may use specific strategies or resources in the method of analysis and selection of mutual funds. 15 RAI Wealth Management Part 2A Brochure  Fundamental Analysis RAI uses fundamental analysis in the selection of mutual funds, including the analysis of fund managers, annual reports, and any competitive advantages. Additionally, in analyzing and selecting mutual funds, we use public and private research sources, fund reporting, and fund conference calls. We review key characteristics including historical performance, consistency of returns, risk level, and size of fund. Expense ratio and other costs are also significant factors in fund selection. RAI may also consider cyclical conditions, which is an analysis of business cycles to find favorable conditions for buying and/or selling a security. Cyclical Analysis RAI may utilize cyclical analysis that involves analysis of business cycles to find favorable conditions for buying and/or selling a security. Charting Analysis RAI may utilize charting analysis that involves the use of patterns in performance charts in an effort to predict favorable conditions for buying and/or selling a security. Technical Analysis The effectiveness of technical analysis depends upon the accurate forecasting of major price moves or trends in the securities traded by RAI. However, there is no assurance of accurate forecasts or that trends will develop in the markets we follow. In the past, there have been periods without discernible trends and similar periods will presumably occur in the future. Even where major trends develop, outside factors like government intervention could potentially shorten them. Furthermore, one limitation of technical analysis is that it requires price movement data, which can translate into price trends sufficient to dictate a market entry or exit decision. In a trendless or erratic market, a technical method may fail to identify trends requiring action. In addition, technical methods may overreact to minor price movements, establishing positions contrary to overall price trends, which may result in losses. Finally, a technical trading method may underperform other trading methods when fundamental factors dominate price moves within a given market. Mutual Funds In analyzing mutual funds, RAI uses various sources of information. We review key characteristics such as historical performance, consistency of returns, risk level, and size of fund. Specific Investment Strategies for Managing Portfolios RAI may use long-term holding, dollar-cost-averaging, defensive, inverse/enhanced market, and/or concentrated portfolio strategies in the construction and management of client portfolios. Long-term Holding RAI’s strategy generally consists of purchasing, holding, and rebalancing a diversified portfolio of passively managed mutual fund and/or exchange-traded fund (ETF) securities. We also invest in index funds in client accounts that are designed to track specific indices over time. RAI typically intends to hold these investments for the long term except when sales are necessary to rebalance the portfolio or when we determine that an existing fund should be replaced. When selecting funds, RAI may focus on the 16 RAI Wealth Management Part 2A Brochure  potential for income and/or growth, depending on the client’s investment objectives. RAI does not attempt to time short-term market swings. Dollar-Cost-Averaging Dollar cost averaging involves investing money in multiple installments over several months, to take advantage of price fluctuations in the attempt to get a lower average cost per share. Defensive Strategies If RAI anticipates poor near-term prospects for equity markets, we may adopt a defensive strategy for clients’ accounts by investing substantially in fixed income, money market, and/or index funds. Further, the custodians we recommend have varying policies on when to move accounts to cash or short-term fixed income investments in volatile markets. Clients should discuss any concerns pertaining to cash account limitations with RAI and/or their custodian. Inverse/Enhanced Market RAI may also use leveraged long and short actively managed mutual funds and ETFs that are designed to perform in either an: 1. Inverse relationship to certain market indices (at a rate of one or more times the inverse [opposite] result of the corresponding index) as an investment strategy and/or for the purpose of hedging against downside market risk; or 2. Enhanced relationship to certain market indices (at a rate of one or more times the actual result of the corresponding index) as an investment strategy and/or in an effort to increase gains in an advancing market. When inverse/enhanced positions are held in client accounts, RAI relies on the internal fund portfolio managers to manage such mutual funds and/or ETFs for trading consistent with each fund’s mandate. Information about each fund can be found in the fund prospectus. Clients receive a fund prospectus from their custodian along with confirmation of each trade. Concentrated Portfolios For smaller accounts, RAI may invest in one or a limited number of mutual funds and/or ETFs. Clients should consider the fact that the risk of a very concentrated portfolio with limited diversification increases the possibility of substantial losses and depreciation of the portfolio in the event of an exogenous event, the concentrated stock or sector does not perform as expected, and/ or deteriorating economic or market circumstances domestically and/or internationally. Additional Strategies RAI may also utilize mutual funds and/or ETFs that use additional strategies in their management of the funds or accounts. Clients interested in learning more about additional strategies should contact us for more information and/or refer to the prospectus of any mutual fund. Investing Involves Risk Prior to entering into an agreement with RAI, the client should carefully consider: 1. That investing in securities involves risk of loss which clients should be prepared to bear; 17 RAI Wealth Management Part 2A Brochure  2. That securities markets experience varying degrees of volatility; 3. That over time the client’s assets may fluctuate and at any time be worth more or less than the amount invested; and 4. That clients should only commit assets that they feel are available for investment on a long-term basis. Specific Security Risks General Risks of Owning Securities The prices of securities held in client accounts and the income they generate may decline in response to certain events taking place around the world. These include events directly involving the issuers of securities held as underlying assets of mutual funds in a client’s account, conditions affecting the general economy, and overall market changes. Other contributing factors include local, regional, or global political, social, or economic instability and governmental or governmental agency responses to economic conditions. Finally, currency, interest rate, and commodity price fluctuations may also affect security prices and income. Mutual Funds (Open-end Investment Company) A mutual fund is a company that pools money from many investors and invests the money in stocks, bonds, short-term money-market instruments, other securities or assets, or some combination of these investments. The portfolio of the fund consists of the combined holdings it owns. Each share represents an investor’s proportionate ownership of the fund’s holdings and the income those holdings generate. The price that investors pay for mutual fund shares is the fund’s per share net asset value (NAV) plus any shareholder fees that the fund imposes at the time of purchase. The benefits of investing through mutual funds include: Professionally Managed Mutual funds are professionally managed by investment advisers who research, select, and monitor the performance of the securities the fund purchases. Diversification Mutual funds typically have the benefit of diversification, which is an investing strategy that generally sums up as “Don’t put all your eggs in one basket.” Spreading investments across a wide range of companies and industry sectors can help lower the risk if a company or sector fails. Some investors find it easier to achieve diversification through ownership of mutual funds rather than through ownership of individual stocks or bonds. Concentrated portfolios may be limited to one or a limited number of funds. Affordability Some mutual funds accommodate investors who do not have a lot of money to invest by setting relatively low dollar amounts for initial purchases, subsequent monthly purchases, or both. Mutual funds also have features that some investors might view as disadvantages: 18 RAI Wealth Management Part 2A Brochure  Costs Despite Negative Returns Investors must pay annual fees and other expenses regardless of how the fund performs. Depending on the timing of their investment, investors may also have to pay taxes on any capital gains distribution they receive. This includes instances where the fund went on to perform poorly after purchasing shares. Lack of Control Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades. Price Uncertainty With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which the fund might not calculate until many hours after the investor placed the order. In general, mutual funds must calculate their NAV at least once every business day, typically after the major U.S. exchanges close. Different Types of Funds When it comes to investing in mutual funds, investors have literally thousands of choices. Most mutual funds fall into one of three main categories; money market funds, bond funds (also called “fixed income” funds), and stock funds (also called “equity” funds). Each type has different features and different risks and rewards. Generally, the higher the potential return, the higher the risk of loss. Money Market Funds Money market funds have relatively low risks, compared to other mutual funds (and most other investments). By law, they can invest in only certain high quality, short-term investments issued by the U.S. Government, U.S. and foreign corporations, state and local governments, and bank issued certificates of deposit. Money market funds try to keep their net asset value (NAV), which represents the value of one share in a fund, at a stable $1.00 per share. However, the NAV may fall below $1.00 if the fund’s investments perform poorly. Investor losses have been rare, but they are possible. Money market funds pay dividends that generally reflect short-term interest rates, and historically the returns for money market funds have been lower than for either bond or stock funds. Bond Funds Bond funds generally have higher risks than money market funds, largely because they typically pursue strategies aimed at producing higher yields. Unlike money market funds, the SEC’s rules do not restrict bond funds to high quality or short-term investments. Because there are many different types of bonds, bond funds can vary dramatically in their risks and rewards. The market prices of bonds (and bond funds) fluctuate depending on such factors as interest rates, inflation, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. The longer the time to maturity for each underlying debt security held in a bond fund, the greater its interest rate risk. 19 RAI Wealth Management Part 2A Brochure  Inflation Risk Inflation causes tomorrow’s dollar to be worth less than today’s; in other words, it reduces the purchasing power of a bond investor’s future interest payments and principal, collectively known as “cash flows.” Inflation also leads to higher interest rates, which in turn leads to lower bond (and bond fund) prices. Stock Funds A stock fund’s value can rise and fall quickly (and dramatically) over the short term but may demonstrate more stability over the long-term. Overall “market risk” poses the greatest potential danger for investors in stocks funds. Stock prices can fluctuate for a broad range of reasons—such as the overall strength of the economy or demand for particular products or services. Growth and Value Funds Mutual fund portfolios frequently invest in a combination of growth and/or value funds. Growth funds seek to outpace market averages and are typically more volatile. Conversely, value funds tend to remain steadier than growth funds through varying market conditions but also typically take longer to gain in price. Growth fund managers search for what they perceive to be undervalued shares. Tax Consequences of Mutual Funds When investors buy and hold an individual stock or bond, the investor must pay income tax each year on the dividends or interest the investor receives. However, the investor will not have to pay any capital gains tax until the investor actually sells and makes a profit. Mutual funds are different. When an investor buys and holds mutual fund shares, the investor will owe income tax on any ordinary dividends in the year the investor receives or reinvests them. Moreover, in addition to owing taxes on any personal capital gains when the investor sells shares, the investor may have to pay taxes each year on the fund’s capital gains. That is because the law requires mutual funds to distribute capital gains to shareholders if they sell securities for a profit that cannot be offset by a loss. Exchange-Traded Funds (ETFs) An exchange-traded fund (“ETF”) is a type of Investment Company (usually, an open-end fund or unit investment trust) typically containing a basket of equities, fixed income instruments, and/or commodities. ETFs may be structured to track the performance of a particular market index, including broad-based or sector-specific indexes. These “passive” ETFs seek to achieve investment results that correspond, before fees and expenses, to the performance of the underlying index by generally holding the same securities, or a representative sample of the securities, included in the index. However, such ETFs may not perfectly track their target index due to fees, expenses, tracking error, market conditions, or portfolio rebalancing. Other ETFs do not seek to replicate the performance of a specific index and instead rely on active portfolio management. Actively managed ETFs may invest in a more limited number of securities, may deviate significantly from market indexes, and may underperform or outperform the broader market depending on market conditions and the effectiveness of the investment manager’s strategies. Unlike traditional mutual funds, which can only be redeemed at the end of a trading day, ETFs trade throughout the day on an exchange. Like mutual funds, the prices of the underlying securities and the 20 RAI Wealth Management Part 2A Brochure  overall market affect ETF prices. Similarly, factors affecting a particular industry segment affect ETF prices that track that particular sector. Alternative Investments Alternative Investments (also “alternatives”) vary broadly but can generally be described as investments that do not fall under traditional asset classes such as stocks, bonds, and cash. They can include portfolios of real estate, commodities, private equity, private placements/limited offerings, hedge funds, and more. The potential benefits of alternative investments can include portfolio diversification into investment classes traditionally reserved for accredited investors with larger capital requirements. Alternatives also tend to be less volatile and more able to withstand large market swings without the same correlating price fluctuations as the broader markets. One of the main risks commonly associated with alternative investments is illiquidity. Illiquid investments cannot easily be converted into cash without negative price impact, and some alternatives can carry significant lock-up periods with only periodic opportunities to sell or redeem shares often limited to a fraction of the investor’s total investment at one time. Interest rate sensitivity can also affect the value of alternatives more so than liquid securities as assets with longer hold periods tend to be more susceptible to declines in price when interest rates rise. Lack of transparency into underlying holdings, higher internal costs, and challenges in formulating valuations also generally apply to alternative investments. When considering whether alternatives are appropriate for a portfolio, investors should carefully review the offering documents to understand the risks associated with each investment. Interval Funds An interval fund is a closed-end mutual fund that doesn’t trade on an exchange and only allows investors to redeem shares periodically in limited quantities. Interval funds can hold significant allocations in illiquid investments such as non-traded REITs, private equity, and hedge funds, whereas ordinary mutual funds are generally much more limited in the amount of underlying assets allowed in illiquid investments. Additionally, due to their inherent illiquidity, interval funds can potentially perform in a way that is not highly correlated with the stock market, which can diversify an equity-heavy portfolio in an effort to minimize losses during periods of high market volatility. Risks associated with interval funds include but are not limited to the following: Limited Redemptions Interval funds are illiquid securities that cannot be sold at any time. Instead, interval funds make a certain amount of their assets available for investors to withdraw according to a periodic schedule (typically quarterly). The fund determines the maximum percentage (cap) of overall assets that may be withdrawn during each redemption event, and shareholders may then request a redemption of personal holdings at their preference. Funds are generally disbursed pro-rata to all shareholders making such requests until the fund-wide cap is met for that period. Valuation Complexity Illiquid investments such as non-traded REITs, private equity, and hedge funds are generally more complex than stocks, bonds, and other investments commonly held in mutual funds. Further, the limited 21 RAI Wealth Management Part 2A Brochure  redemption windows and amounts create additional complexities typically associated with interval funds. These and other factors can potentially lead to less reliable fund valuations. Higher Internal Costs Interval funds are actively managed portfolios that contain underlying holdings in illiquid securities. Such holdings are generally more complex in structure and difficult to manage and therefore interval funds carry significantly higher internal costs than most traditional mutual funds and ETFs that primarily hold stocks and bonds. Investing Outside the U.S. Although we limit foreign investments to mutual funds and ETFs that hold foreign securities, the risks of foreign investing still apply to the underlying portfolios of funds. Investing outside the United States may involve additional risks of foreign investing. These risks may include currency controls and fluctuating currency values, and different accounting, auditing, financial reporting, disclosure, and regulatory and legal standards and practices. Additional factors may include changing local, regional, and global economic, political, and social conditions. Further, expropriation, changes in tax policy, greater market volatility, different securities market structures, and higher transaction costs can be contributors. Finally, various administrative difficulties, such as delays in clearing and settling portfolio transactions or in receiving payment of dividends can also lead to additional risk. Cash and Cash Equivalents Cash and cash equivalents are the most liquid of investments. Cash and cash equivalents are considered very low-risk investments, meaning there is little risk of losing the principal investment. Typically, low risk also means low return and the interest an investor can earn on this type of investment is low relative to other types of investing vehicles. Financial Planning The financial planning tools RAI uses to create financial plans for clients rely on various assumptions, such as estimates of inflation, risk, economic conditions, and rates of return on security asset classes. Return assumptions generally reflect asset class returns instead of actual investment returns, and do not always include fees or expenses that clients would pay if they invested in some specific products. Financial planning software is only a tool used to help guide RAI and the client in developing an appropriate plan, and we cannot guarantee that clients will achieve the results shown in a financial plan. Results will vary based on the information provided by the client regarding the client’s assets, risk tolerance, and personal information. Changes to underlying assumptions or differences in actual personal, economic, or market outcomes will generally impact client results. Clients should carefully consider the assumptions and limitations of the financial planning software and should discuss the results of the plan with us before making any changes to their investments or financial plan. If the financial plan includes recommendations for investing in securities, you should understand that investing in securities involves risk of loss, and you should be prepared to bear that risk. 22 RAI Wealth Management Part 2A Brochure  ITEM 9 - DISCIPLINARY INFORMATION RAI and our personnel seek to maintain the highest level of business professionalism, integrity, and ethics. RAI does not have any disciplinary information to disclose. ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS No management persons are registered, or have an application pending to register, as a broker-dealer, registered representative of a broker-dealer, futures commission merchant, commodity pool operator, commodity trading advisor, or as an associated person of the foregoing entities. Representative of Unaffiliated Investment Adviser RAI maintains a business relationship with Gregory Advisors Incorporated (“Gregory”), an investment adviser registered with the California Department of Financial Protection and Innovation. Kate Gregory Walker, the principal owner of Gregory is an investment adviser representative of RAI. Gregory and RAI are separate legal entities. Gregory has historically provided investment advisory services to its clients and is in the process of transitioning most of its client relationships to RAI. This relationship presents a conflict of interest because the shared individual has a financial incentive to recommend that Gregory clients transition their advisory relationships to RAI, where she provides advisory services and receives compensation. This creates a potential bias in favor of recommending RAI over other investment advisers. RAI addresses this conflict by requiring that any such recommendation be made consistent with its fiduciary duty, including a reasonable belief that RAI’s services, fees, and overall offering are in the best interest of the client. Clients are not obligated to engage RAI and may select any adviser of their choosing. Licensed Insurance Agent In her individual capacity, Kate Gregory Walker serves as a California-licensed insurance agent. While certain legacy agreements continue to pay residual “trails” based on previously earned insurance commissions, clients can no longer engage Mrs. Gregory Walker to purchase insurance products on a commission basis. Recommendations to purchase insurance products generally present a conflict of interest, as the receipt of commissions may provide an incentive to recommend products based on commissions to be received, rather than on a particular client’s need. However, we believe this conflict is mitigated since Mrs. Gregory Walker no longer sells insurance products for commissions. Unaffiliated Accounting Firm In her sole and separate capacity, Terri Grassi maintains Enrolled Agent (EA) and Certified Public Accountant (CPA) licenses; however, Ms. Grassi no longer practices these activities and does not provide accounting advice or tax services. 23 RAI Wealth Management Part 2A Brochure  ITEM 11 - CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics RAI believes that we owe clients the highest level of trust and fair dealing. As part of our fiduciary duty, we act in the client’s best interest. RAI’s personnel are required to conduct themselves with integrity at all times and follow the principles and policies detailed in our Code of Ethics. RAI’s Code of Ethics attempts to address specific conflicts of interest that either we have identified or that could likely arise. RAI’s personnel are required to follow clear guidelines from the Code of Ethics in areas such as gifts and entertainment, other business activities, prohibitions of insider trading, and adherence to applicable state and federal securities laws. Additionally, individuals who formulate investment advice for clients, or who have access to nonpublic information regarding any clients’ purchase or sale of securities are subject to personal trading policies governed by the Code of Ethics (see below). RAI will provide a complete copy of the Code of Ethics to any client or prospective client upon request. Personal Trading Practices RAI’s personnel are subject to personal trading policies governed by the Code of Ethics. RAI and our personnel may invest in securities that we also recommend to clients. Trades of affiliates are prohibited from front-running or disadvantaging the firm's trading in client accounts. Securities transactions on behalf of clients generally consist of mutual funds, which do not trade but are issued and redeemed once daily at the fund’s net asset value (“NAV”). Therefore, we believe that personal transactions in mutual funds do not present a conflict of interest to our clients. The Code of Ethics includes additional restrictions for our personnel in the rare event that we make non-mutual fund purchases or sales in our personal accounts. ITEM 12 - BROKERAGE PRACTICES Factors Considered in Selecting Broker-Dealers for Client Transactions RAI requires clients to open one or more accounts in their own name at Schwab Advisor Services™, a division of Charles Schwab & Co., Inc. (“Schwab”), SEI Investments Distribution Co., (“SEI”), and Altruist Financial LLC (“Altruist”), registered broker-dealers, Members SIPC (collectively, “recommended custodians”). The client will enter into a separate agreement with one or more recommended custodians to custody the assets. RAI also requires that clients grant us limited power of attorney to execute transactions when their accounts are custodied at Schwab and Altruist, and for some accounts custodied at SEI. RAI is independently owned and operated and unaffiliated with any custodian. See also Account Requirements under Item 7, above, for additional custodian selection criteria. While we require that you use a recommended custodian as custodian/broker, you will decide whether to do so and will open your account with the recommended custodian by entering into an account agreement directly with them. We do not open the account for you, although we may assist you in doing so. 24 RAI Wealth Management Part 2A Brochure  RAI considers several factors in recommending a custodian a client. Factors that we may consider when recommending a custodian may include availability of funds, ease of use, reputation, service execution, pricing, and financial strength. RAI may also take into consideration the availability of the products and services received or offered (detailed below) by a recommended custodian, which creates a conflict of interest. However, we believe that our selection of recommended custodians is in the best interests of our clients and primarily support our selection of these custodians by the overall scope, quality, and price of their services and not the services that benefit only us. On rare occasions, we may also refer clients to custodians other than Schwab, Altruist and/or SEI if in our opinion, the choice would be in the client’s best interest. How We Select Brokers/Custodians – Schwab: We seek to recommend a custodian/broker who will hold your assets and execute transactions on terms that are, overall, most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others: 1. Receipt of duplicate client statements and confirmations; 2. Research related products and tools; 3. Consulting services; 4. Access to a trading desk serving RAI’s participants; 5. Access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts); 6. The ability to have advisory fees deducted directly from client accounts; 7. Access to an electronic communications network for client order entry and account information; 8. Access to mutual funds with no transaction fees and to certain institutional money managers; and 9. Discounts on compliance, marketing, research, technology, and practice management products or services provided to us by third-party vendors 10. Availability of other products and services that benefit us, as discussed below (see Products and Services Available to Us From Schwab) Your Brokerage and Custody Costs For our clients’ accounts that Schwab maintains, Schwab generally does not charge you separately for custody services. However, Schwab receives compensation by charging you commissions or other fees on trades that it executes or that settle into your Schwab account. This commitment benefits you because the overall commission rates you pay are lower than they would be otherwise. We have determined that having Schwab execute the trades is consistent with our duty to seek “best execution” of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see How We Select Brokers/Custodians). Products and Services Available to Us from Schwab Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms like us. They provide RAI and our clients with access to its institutional brokerage, trading, custody, reporting, and related services, many of which are not typically available to Schwab retail customers. Schwab also 25 RAI Wealth Management Part 2A Brochure  makes available various support services. Some of those services help us manage or administer our clients’ accounts; others help us manage and grow our business. Schwab’s support services generally are available on an unsolicited basis (we generally do not request them) and they are at no charge to us as long as our clients collectively maintain a total of at least $10 million of their assets in accounts at Schwab. If our clients collectively have less than $10 million in assets at Schwab, Schwab may charge us quarterly service fees of $1,200. Following is a more detailed description of Schwab’s support services: Services That Benefit You Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit you and your account. Services That May Not Directly Benefit You Schwab also makes available to us other products and services that benefit us but may not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We may use this research to service all or a substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: 1. Provide access to client account data (such as duplicate trade confirmations and account statements) 2. Facilitate trade execution and allocate aggregated trade orders for multiple client accounts 3. Provide pricing and other market data 4. Facilitate payment of our fees from our clients’ accounts 5. Assist with back-office functions, recordkeeping, and client reporting Services That Generally Benefit Only Us Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: 1. Educational conferences and events (which may include Schwab paying for related travel expenses, entertainment and meals associated with attending) 2. Consulting on technology, compliance, legal, and business needs 3. Publications and conferences on practice management and business succession 4. Access to employee benefits providers, human capital consultants, and insurance providers Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide us with other benefits, such as occasional business entertainment for our personnel. 26 RAI Wealth Management Part 2A Brochure  Our Interest in Schwab’s Services The availability of these services from Schwab benefits us because we do not have to produce or purchase them. We do not have to pay for Schwab’s services so long as our clients collectively keep a total of at least $10 million of their assets in accounts at Schwab. Beyond that, these services are not contingent upon us committing any specific amount of business to Schwab in trading commissions. The $10 million minimum may give us an incentive to recommend that you maintain your account with Schwab, based on our interest in receiving Schwab’s services that benefit our business rather than based on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a potential conflict of interest. We believe, however, that our selection of Schwab as custodian and broker is in the best interests of our clients. RAI’s selection of Schwab is primarily supported by the scope, quality, and price of Schwab’s services (see How We Select Brokers/Custodians, above) and not Schwab’s services that benefit only us. SEI Investments Distribution Co. RAI often recommends SEI to clients for custody and brokerage services. SEI provides in-house research materials including economic outlooks and manager research to RAI. For client accounts custodied at SEI, SEI's operations handle all of the processing and maintenance of the accounts including: 1. Custody; 2. Comprehensive account-level reporting; 3. Trade processing; 4. Portfolio rebalancing (this is typically performed automatically by SEI but may also be overridden by RAI); 5. Transaction statements; 6. Fee calculations, deductions, and payment; 7. Systematic withdrawals; and 8. Tax reporting SEI also provides business technology and service offerings including: 1. Forms; 2. Client and firm-centric data; 3. Customizable marketing materials; 4. Online proposal systems and investment policy statements; and 5. Industry insights, best practices and growth strategies on business planning, market positioning, and growth strategies For client accounts maintained in custody at SEI, SEI will not charge the client separately for custody (other than the quarterly account maintenance fee, as discussed in Account Requirements in Item 7, above), but SEI is compensated by a share of the mutual fund managers’ asset management fees which clients pay indirectly through the investment of their assets in mutual funds. RAI believes that its requirement that clients use SEI as their custodian is in the best interest of its clients based on the services that SEI provides and the fees it charges. 27 RAI Wealth Management Part 2A Brochure  RAI will not refer clients to other investment advisers unless they are licensed, registered, or exempt from registration as an investment adviser. Directed Brokerage Transactions RAI does not allow clients to direct us to use a specific broker-dealer/custodian to execute transactions. Clients must use the custodians that RAI recommends, and RAI generally places all trades through the client’s custodian. Not all investment advisers require their clients to trade through specific brokerage firms. By requiring clients to use one of the custodians we recommend, RAI believes we may be able to more effectively manage the client’s portfolio, achieve favorable execution of client transactions, and overall lower the costs to the portfolio. Retirement plans such as 401(k), 403(b), and other employer plans are not required to use a recommended custodian and may appoint a custodian of their choosing. Aggregation and Allocation of Transactions RAI primarily uses mutual funds to manage client accounts. Mutual funds are priced once daily. As the daily price is the same for each investor, we have no opportunity to obtain better pricing through aggregating even if we place trades of the same fund for multiple clients within a single order. Additionally, the custodians we recommend generally charge each account an individual transaction fee regardless of whether we aggregate or not. This prevents us from lowering trading costs through aggregation. For ETF trades, RAI generally aggregates clients in the same securities in an effort to seek best execution, negotiate more favorable commission rates, and/or allocate differences in prices, commissions, and other transaction costs equitably among our clients. These are benefits of aggregating orders that we might not obtain if we placed those orders independently. Aggregating trades in like securities among client accounts as well as with accounts of RAI and our personnel presents a potential conflict of interest as it could create an incentive to allocate more favorable executions to our own accounts or the accounts of our personnel. Our policies to address this conflict are as follows: 1. We disclose our aggregation policies in this brochure; 2. We will not aggregate transactions unless we believe that aggregation is consistent with our duty to seek best execution (which includes the duty to seek best price) for our clients. The trade also needs to be consistent with the terms of our investment advisory agreement with each client that has an account included in the aggregation; 3. We will not favor any account over any other account. This includes accounts of RAI or any of our personnel. Each account in the aggregated order will participate at the average share price for all of our transactions in a given security on a given business day (per custodian). All accounts will pay their individual transaction costs; 28 RAI Wealth Management Part 2A Brochure  4. Before entering an aggregated order, we will prepare a written statement (the “Allocation Statement”) specifying the participating accounts and how we intend to allocate the order among those accounts; 5. If the aggregated order is filled entirely, we will allocate shares among clients according to the Allocation Statement; if the order is partially filled, we will allocate it pro-rata according to the Allocation Statement; 6. Notwithstanding the foregoing, we may allocate the order differently than specified in the Allocation Statement if all client accounts receive fair and equitable treatment. In this case, we will explain the reasons for a different allocation in writing, which the CCO must approve no later than one hour after the opening of the markets on the trading day following the day the order was executed; 7. If an aggregated order is partially filled and we allocate it differently than the Allocation Statement specifies, no participating account may purchase or sell the security for a reasonable period following the execution of the block trade. This only applies when the participating account sells or receives more shares than it would have if the aggregated order had been completely filled; 8. Our books and records will separately reflect each aggregated order and the securities held by, bought, and sold for each client account; 9. Funds and securities of clients participating in an aggregated order will be deposited with one or more qualified custodians. Clients’ cash and securities will not be held collectively any longer than is necessary to settle the trade on a delivery versus payment basis. Following settlement, cash or securities held collectively for clients will be delivered out to the qualified custodian as soon as practical; 10. We do not receive additional compensation or remuneration of any kind as a result of aggregating orders; and 11. We will provide individual investment advice and treatment to each client’s account. ITEM 13 - REVIEW OF ACCOUNTS Managed Account Reviews RAI manages portfolios on a continuous basis and James P. Ripley, President, and Chief Compliance Officer, generally reviews all positions in client accounts at least quarterly, rebalancing at our discretion. Additionally, Terri Grassi, Angel Medez, and Kate Gregory Walker - Wealth Advisory Associates, assist with periodic reviews of client accounts. For accounts held at SEI, we monitor account performance and asset allocations and have the option of relying on SEI for rebalancing; however, at our discretion, RAI may override SEI’s automated rebalancing, modify portfolio allocations, and substitute funds. 29 RAI Wealth Management Part 2A Brochure  We offer account reviews to all clients on an annual basis, or more frequently upon a client’s request. Clients may choose to receive reviews in person, by telephone, or e-mail. Review factors may include but are not limited to stated investment objectives, economic environment, outlook for the securities markets, and the merits of the securities in the accounts. In addition, we may conduct a special review of an account based on one or more of the following: 1. A change in the client’s investment objectives, guidelines and/or financial situation; 2. Changes in diversification; 3. Tax considerations; or 4. Material cash deposits or withdrawals. We do not generally offer reviews to financial planning-only clients. However, we will review financial plans at our standard hourly rate upon the client’s request. Account Reporting Each client receives a written statement from the custodian that includes an accounting of all holdings and transactions in the account for the reporting period. In addition, SEI provides quarterly statements to clients with accounts held at SEI and RAI provides access to written portfolio statement reports through our client portal. These reports generally reflect the holdings, transactions, and performance of the account net of management fees. RAI’s client portal is available at no additional charge to all our client’s that opt-in to global electronic delivery. We may also provide supplemental reporting as agreed upon by RAI and the client on a case-by-case basis. ITEM 14 - CLIENT REFERRALS AND OTHER COMPENSATION Custodian Support Products and Services We receive an economic benefit from recommended custodians in the form of the support products and services they make available to us and other independent investment advisors whose clients maintain their accounts at one or more of the custodians we recommend. These products and services, how they benefit us, and the related conflicts of interest are described above (see Item 12 – Brokerage Practices). We do not base particular investment advice, such as buying particular securities for our clients, on the availability of a recommended custodian’s products and services to us. Other than the benefits we receive as described directly above and in Item 12 – Brokerage Practices, RAI does not receive any compensation from any third-party for the advisory services it provides to is clients. Client Referral Fees RAI subscribes to a lead generation service through which prospective clients can connect with local professionals for various services, including investment management/financial planning. Subscribers to the service create profiles showcasing their skills, and customers can search for and hire professionals based on their individual needs. RAI’s current arrangements obligate us to compensate the service provider for each prospective client lead they refer to us. Prospective clients/Clients that engage RAI 30 RAI Wealth Management Part 2A Brochure  through lead generation services do not pay any extra fees. When applicable, all such fees are borne by RAI. Outside Referrals RAI may refer clients to unaffiliated professionals for specific needs, such as insurance, mortgage brokerage, real estate sales, and estate planning, legal, and/or tax/accounting services. In turn, these professionals may refer clients to RAI for investment management/financial planning needs. We do not have any agreements with individuals or companies that we refer clients to, and we do not receive any compensation for these referrals. However, it could be concluded that RAI is receiving an indirect economic benefit from the arrangement, as the relationships are mutually beneficial. For example, there could be an incentive for us to recommend services of firms who refer clients to RAI. RAI only refers clients to professionals we believe are competent and qualified in their field, but it is ultimately the client’s responsibility to evaluate the provider. We will generally provide the client with a list of professionals that the client can contact, and it is solely the client’s decision whether to engage a recommended firm. Clients are under no obligation to purchase any products or services through these professionals, and RAI has no control over the services provided by another firm. Clients who choose to engage these professionals will sign a separate agreement with the other firm. Fees charged by the other firm are separate from and in addition to fees charged by RAI. If the client desires, RAI will work with these professionals or the client’s other advisors (such as an accountant or attorney) to help ensure that the provider understands the client’s financial plan/investments and to coordinate services for the client. RAI does not share information with an unaffiliated professional unless first authorized by the client. ITEM 15 - CUSTODY RAI does not take physical custody of client funds or securities. For the convenience of the client, we will set up quarterly fee deduction ability from the client’s account, when authorized by the client in writing. For client accounts where we have this authority, the following procedures apply: 1. Clients’ accounts are held by a qualified custodian (generally a broker-dealer, bank, trust company, or other financial institution). 2. Clients will receive statements directly from their qualified custodian at least quarterly. The statements will reflect the client’s funds and securities held with the qualified custodian as well as any transactions that occurred in the account, including the deduction of RAI’s fee. 3. Each billing period, we send clients an invoice itemizing the fee, including the formula used to calculate the fee, the value of the assets under management on which the fee is based, and the time period covered by the fee. 4. We send the amount of our fee to the custodian. 5. We strongly urge clients to verify the accuracy of fee calculations, as the custodian will not determine whether fees are properly calculated. 31 RAI Wealth Management Part 2A Brochure  When clients receive reports, which include a billing invoice from RAI as well as account statements from the qualified custodian, clients should compare these two reports carefully. Further, we urge clients to verify the accuracy of fee calculations, as the custodian will not determine whether fees are properly calculated. Clients with any questions about their reports should contact us at the address or phone number on the cover of this brochure. Clients who do not receive their statement from their qualified custodian at least quarterly should also notify us. RAI is deemed to have custody of clients’ funds or securities when clients have standing authorizations with their custodian to move money from a client’s account to a third-party (“SLOA”) and under that SLOA authorize us to designate the amount or timing of transfers with the custodian. The SEC has set forth a set of standards intended to protect client assets in such situations, which we follow. ITEM 16 - INVESTMENT DISCRETION Except for non-managed accounts, RAI generally has full discretion to decide the specific security to trade, the quantity, and the timing of transactions for client accounts. RAI will not contact clients before placing trades in their account, but clients will receive confirmations directly from the broker for any trades placed unless they have chosen to disable trade alerts in their account. Clients grant us discretionary authority in the contracts they sign with us. Clients also give us trading authority within their accounts when they sign the custodian paperwork. Certain client-imposed conditions may limit our discretionary authority, such as where the client prohibits transactions in specific security types. See also Tailored Services and Client Imposed Restrictions under Item 4, above. ITEM 17 - VOTING CLIENT SECURITIES Proxy Voting RAI does not accept or have the authority to vote proxy statements for client securities. However, clients may call us if they have questions about a particular solicitation. RAI will not be deemed to have proxy voting authority solely as a result of answering questions from clients about a particular proxy vote to a client. Clients will receive their proxies or other solicitations directly from their custodian or a transfer agent. ERISA For accounts subject to ERISA, an authorized plan fiduciary other than RAI will retain proxy voting authority. Our investment advisory agreement and/or the plan’s written documents will evidence and outline this authority. Class Actions RAI does not instruct or give advice to clients on whether or not to participate as a member of class action lawsuits and will not automatically file claims on the client’s behalf. However, if a client notifies us that they wish to participate in a class action, we will provide the client with any transaction information pertaining to the client’s account needed for the client to file a proof of claim in a class action. 32 RAI Wealth Management Part 2A Brochure  ITEM 18 - FINANCIAL INFORMATION Registered investment advisers are required in this item to provide clients with certain financial information or disclosures about the firm’s financial condition. RAI does not require the prepayment of more than $1,200 in fees per client six months or more in advance, does not have or foresee any financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients, and has not been the subject of any bankruptcy proceedings. 33 RAI Wealth Management Part 2A Brochure  Richey Advisors, Inc. dba RAI Wealth Management Form ADV, Part 2B Brochure Supplement Item 1 – Cover Page James P. Ripley, CFP®, AAMS (CRD 1769858) Terri Grassi, CPA (CRD 3069908) Angel Mendez, CFP® (CRD 7771944) Kate Gregory Walker, CFP® (CRD 2418671) 151 N. Kraemer Blvd. Suite 105 Placentia, CA 92870 (714) 449-9696 April 23, 2026 This brochure supplement provides information about James P. Ripley, Terri Grassi, Angel Mendez, and Kate Gregory Walker that supplements the Richey Advisors, Inc. brochure. You should have already received a copy of that brochure. Please contact our Administrative Department at (714) 449-9696 or info@raiwm.com if you did not receive our brochure or if you have any questions about the contents of this supplement. Additional information about the above named individuals is available on the SEC’s website at www.adviserinfo.sec.gov.  James P. Ripley ITEM 2 - EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE James P. Ripley, President, Chief Compliance Officer, b. 1962 Education: • Accredited Asset Management Specialist (AAMS), International Board of Standards and Practices for Certified Financial Planners, 2000 • Certified Financial PlannerTM (CFP®), International Board of Standards and Practices for Certified Financial Planners (IBCFP), 1991 • B.A., Business Administration, California State University Fullerton, 1987 Business Background: • President, Richey Advisors, Inc. dba RAI Wealth Management, 10/2015 to present • Chief Compliance Officer, Richey Advisors, Inc., 07/2006 to present • Vice President of Operations, Richey Advisors, Inc., 07/1992 to 10/2015 • Registered Representative, Richey Financial Group, Inc., 02/1990 to 03/2012 Professional Designations James P. Ripley holds the following professional designations: Accredited Asset Management Specialist The Accredited Asset Management Specialist (“AAMS”) designation is issued by The College for Financial Planning. To earn the designation, each AAMS candidate must complete a 12 module self-study program, pass a proctored final exam, and complete a minimum of 16 hours of continuing education every two years. Designees must agree to adhere to the issuing organization’s Standards of Professional Conduct and are subject to a disciplinary process. More information regarding the AAMS is available at http://www.cffpdesignations.com/Designee/Requirements. CERTIFIED FINANCIAL PLANNER™ professional I am certified for financial planning services in the United States by Certified Financial Planner Board of Standards, Inc. (“CFP Board”). Therefore, I may refer to myself as a CERTIFIED FINANCIAL PLANNER™ professional or a CFP® professional, and I may use these and CFP Board’s other certification marks (the “CFP Board Certification Marks”). The CFP® certification is voluntary. No federal or state law or regulation requires financial planners to hold the CFP® certification. You may find more information about the CFP® certification at www.CFP.net. CFP® professionals have met CFP Board’s high standards for education, examination, experience, and ethics. To become a CFP® professional, an individual must fulfill the following requirements: • Education – Earn a bachelor’s degree or higher from an accredited college or university and complete CFP Board-approved coursework at a college or university through a CFP Board Registered Program. The coursework covers the financial planning subject areas CFP Board has determined are necessary for the competent and professional delivery of financial planning services. A candidate may satisfy some of the coursework requirement ii RAI Wealth Management Part 2B Supplements  through other qualifying credentials. CFP Board implemented the bachelor’s degree or higher requirement in 2007 and the financial planning development capstone course requirement in March 2012. Therefore, a CFP® professional who first became certified before those dates may not have earned a bachelor’s or higher degree or completed a financial planning development capstone course. • Examination – Pass the comprehensive CFP® Certification Examination. The examination is designed to assess an individual’s ability to integrate and apply a broad base of financial planning knowledge in the context of real-life financial planning situations. • Experience – Complete 6,000 hours of professional experience related to the personal financial planning process, or 4,000 hours of apprenticeship experience that meets additional requirements. • Ethics – Satisfy the Fitness Standards for Candidates for CFP® Certification and Former CFP® Professionals Seeking Reinstatement and agree to be bound by CFP Board’s Code of Ethics and Standards of Conduct (“Code and Standards”), which sets forth the ethical and practice standards for CFP® professionals. Individuals who become certified must complete the following ongoing education and ethics requirements to remain certified and maintain the right to continue to use the CFP Board Certification Marks: • Ethics – Commit to complying with CFP Board’s Code and Standards. This includes a commitment to CFP Board, as part of the certification, to act as a fiduciary, and therefore, act in the best interests of the client, at all times when providing financial advice and financial planning. CFP Board may sanction a CFP® professional who does not abide by this commitment, but CFP Board does not guarantee a CFP® professional's services. A client who seeks a similar commitment should obtain a written engagement that includes a fiduciary obligation to the client. • Continuing Education – Complete 30 hours of continuing education every two years to maintain competence, demonstrate specified levels of knowledge, skills, and abilities, and keep up with developments in financial planning. Two of the hours must address the Code and Standards. ITEM 3 - DISCIPLINARY INFORMATION James P. Ripley has no disciplinary history to disclose. ITEM 4 - OTHER BUSINESS ACTIVITIES James P. Ripley’s only business is providing investment advice through RAI. ITEM 5 - ADDITIONAL COMPENSATION James P. Ripley’s sole compensation is his salary and ownership of RAI. ITEM 6 - SUPERVISION James P. Ripley is RAI’s sole principal officer and is not supervised by any other individual. Mr. Ripley adheres to the firm's code of ethics and always acts in accordance with his fiduciary duty to clients. James P. Ripley, President, is also responsible for supervising all of the firm’s advisory activities. Mr. Ripley can be reached at (714) 449-9696. iii RAI Wealth Management Part 2B Supplements  Terri Grassi ITEM 2 - EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE Terri Grassi, Wealth Advisory Associate, b. 1954 Education: • Certified Public Accountant, State of California Department of Consumer Affairs State Board of Accountancy, 1989. (RAI is not an accounting firm and does not hold itself out as an accounting firm, and is not a licensee of the California Board of Accountancy) • B.A., Business Administration with a concentration in Accounting, California State University Fullerton, 1988 • Associates of Science, Medical Laboratory Technology, New York City Community College, 1974 Business Background: • Senior Professional Associate, Munson, Cronick & Associates, LLP Certified Public Accountants, 11/2019 to 12/2021 • Wealth Advisory Associate, Richey Advisors, Inc. dba RAI Wealth Management, 01/2010 to present • Sole Proprietor, Terri Grassi, CPA, 11/2011 to 11/2019 • Partner, Martin, Grassi & Company - Certified Public Accountants, LLP, 11/1993 to 11/2011 • Registered Representative, Financial Network Investment Corporation, 01/1999 to 12/2009 Professional Designations Terri Grassi holds the following professional designations: Certified Public Accountant (“CPA”) CPAs are licensed and regulated by their state boards of accountancy. While state laws and regulations vary, the education, experience and testing requirements for licensure as a CPA generally include minimum college education (typically 150 credit hours with at least a baccalaureate degree and a concentration in accounting), minimum experience levels (most states require at least one year of experience providing services that involve the use of accounting, attest, compilation, management advisory, financial advisory, tax or consulting skills, all of which must be achieved under the supervision of or verification by a CPA), and successful passage of the Uniform CPA Examination. In order to maintain a CPA license, states generally require the completion of 40 hours of continuing professional education (CPE) each year (or 80 hours over a two-year period or 120 hours over a three-year period). Additionally, all American Institute of Certified Public Accountants (AICPA) members are required to follow a rigorous Code of Professional Conduct which requires that they act with integrity, objectivity, due care, competence, fully disclose any conflicts of interest (and obtain client consent if a conflict exists), maintain client confidentiality, disclose to the client any commission or referral fees, and serve the public interest when providing financial services. In addition to the Code of Professional Conduct, AICPA members who provide personal financial planning services are required to follow the Statement on Standards in Personal Financial Planning iv RAI Wealth Management Part 2B Supplements  Services (the Statement). Most state boards of accountancy define financial planning as the practice of public accounting and therefore have jurisdiction over CPAs practicing in this discipline; state boards would likely look to the Statement as the authoritative guidance in this practice area regardless of specific or blanket adoption of AICPA standards. Enrolled Agent (“EA”) Enrolled Agents (EAs) are federally-licensed tax practitioners who may represent taxpayers before the IRS when it comes to collections, audits, and appeals. As authorized by the Department of Treasury's Circular 230 regulations, EAs are granted unlimited practice rights to represent taxpayers before IRS and are authorized to advise, represent, and prepare tax returns for individuals, partnerships, corporations, estates, trusts, and any entities with tax-reporting requirements. Enrolled agents are the only federally- licensed tax practitioners who specialize in taxation and have unlimited rights to represent taxpayers before the IRS. In addition to the stringent testing and application process, the IRS requires enrolled agents to complete 72 hours of continuing education every three years in order to maintain their active enrolled agent license and practice rights. Only enrolled agents are required to demonstrate to the IRS their competence in all areas of taxation, representation, and ethics before they are awarded unlimited representation rights to represent taxpayers before IRS. Unlike attorneys and CPAs, who are state- licensed and who may or may not choose to specialize in taxes, all enrolled agents specialize in taxation. Enrolled agents are required to abide by the provisions of the Department of Treasury’s Circular 230, which provides the regulations governing the practice of enrolled agents before the IRS. More information on enrolled agents can be viewed at https://www.irs.gov/tax-professionals/enrolled-agents. ITEM 3 - DISCIPLINARY INFORMATION Terri Grassi has no disciplinary history to disclose. ITEM 4 - OTHER BUSINESS ACTIVITIES Terri Grassi’s only business is providing investment advice through RAI. ITEM 5 - ADDITIONAL COMPENSATION Terri Grassi is compensated based on the amount of advisory business she brings to RAI and a bonus based on total firm profit. ITEM 6 - SUPERVISION James P. Ripley, President, and Chief Compliance Officer is responsible for supervising Terri Grassi’s activities. James P. Ripley monitors the advice provided by Terri Grassi for consistency with client objectives and RAI’s policies. James P. Ripley can be reached by calling (714) 449-9696. v RAI Wealth Management Part 2B Supplements  Angel Mendez ITEM 2 - EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE Angel Mendez, Wealth Advisory Associate, b. 2001 Education: • B.A., Business Administration with a concentration in Finance, California State University of Fullerton, 2023 • Professional Certificate in Personal Financial Planning, California State University of Fullerton, • 2023 Investment Adviser Representative, Completion of the Uniform Investment Adviser Law Exam, 2023 Business Background: • Wealth Advisory Associate, Richey Advisors, Inc. dba RAI Wealth Management, 06/2023 to present • Wealth Advisory Associate, Gregory Advisors, Inc., 06/2023 to 12/2024 • Student through 05/2023 Professional Designations Angel Mendez holds the following professional designation: CERTIFIED FINANCIAL PLANNER™ professional I am certified for financial planning services in the United States by Certified Financial Planner Board of Standards, Inc. (“CFP Board”). Therefore, I may refer to myself as a CERTIFIED FINANCIAL PLANNER™ professional or a CFP® professional, and I may use these and CFP Board’s other certification marks (the “CFP Board Certification Marks”). The CFP® certification is voluntary. No federal or state law or regulation requires financial planners to hold the CFP® certification. You may find more information about the CFP® certification at www.CFP.net. CFP® professionals have met CFP Board’s high standards for education, examination, experience, and ethics. To become a CFP® professional, an individual must fulfill the following requirements: • Education – Earn a bachelor’s degree or higher from an accredited college or university and complete CFP Board-approved coursework at a college or university through a CFP Board Registered Program. The coursework covers the financial planning subject areas CFP Board has determined are necessary for the competent and professional delivery of financial planning services. A candidate may satisfy some of the coursework requirement through other qualifying credentials. CFP Board implemented the bachelor’s degree or higher requirement in 2007 and the financial planning development capstone course requirement in March 2012. Therefore, a CFP® professional who first became certified before those dates may not have earned a bachelor’s or higher degree or completed a financial planning development capstone course. vi RAI Wealth Management Part 2B Supplements  • Examination – Pass the comprehensive CFP® Certification Examination. The examination is designed to assess an individual’s ability to integrate and apply a broad base of financial planning knowledge in the context of real-life financial planning situations. • Experience – Complete 6,000 hours of professional experience related to the personal financial planning process, or 4,000 hours of apprenticeship experience that meets additional requirements. • Ethics – Satisfy the Fitness Standards for Candidates for CFP® Certification and Former CFP® Professionals Seeking Reinstatement and agree to be bound by CFP Board’s Code of Ethics and Standards of Conduct (“Code and Standards”), which sets forth the ethical and practice standards for CFP® professionals. Individuals who become certified must complete the following ongoing education and ethics requirements to remain certified and maintain the right to continue to use the CFP Board Certification Marks: • Ethics – Commit to complying with CFP Board’s Code and Standards. This includes a commitment to CFP Board, as part of the certification, to act as a fiduciary, and therefore, act in the best interests of the client, at all times when providing financial advice and financial planning. CFP Board may sanction a CFP® professional who does not abide by this commitment, but CFP Board does not guarantee a CFP® professional's services. A client who seeks a similar commitment should obtain a written engagement that includes a fiduciary obligation to the client. • Continuing Education – Complete 30 hours of continuing education every two years to maintain competence, demonstrate specified levels of knowledge, skills, and abilities, and keep up with developments in financial planning. Two of the hours must address the Code and Standards. ITEM 3 - DISCIPLINARY INFORMATION Angel Mendez has no disciplinary history to disclose. ITEM 4 - OTHER BUSINESS ACTIVITIES Angel Mendez’s only business is providing investment advice through RAI.. ITEM 5 - ADDITIONAL COMPENSATION In addition to his salary at RAI, Angel Mendez is also compensated based on the amount of advisory business he brings to RAI and a bonus based on total firm profit. ITEM 6 - SUPERVISION James P. Ripley, President, and Chief Compliance Officer is responsible for supervising Angel Mendez's activities. James P. Ripley monitors the advice provided by Angel Mendez for consistency with client objectives and RAI’s policies. James P. Ripley can be reached by calling (714) 449-9696. vii RAI Wealth Management Part 2B Supplements  Kate Gregory Walker ITEM 2 - EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE Kate Gregory Walker was born in 1962. Mrs. Gregory Walker graduated from Indiana University in 1985, with a Bachelor of Science degree in Business Administration. Mrs. Gregory Walker has been an Investment Adviser Representative of Gregory Advisors Incorporated since 2002, and President/CCO since 2017. She has also served as Backup Manager to RAI Wealth Management since October 2020 and as a Wealth Advisory Associate since January 2025. Professional Designations Kate Gregory Walker holds the following professional designation: CERTIFIED FINANCIAL PLANNER™ professional I am certified for financial planning services in the United States by Certified Financial Planner Board of Standards, Inc. (“CFP Board”). Therefore, I may refer to myself as a CERTIFIED FINANCIAL PLANNER™ professional or a CFP® professional, and I may use these and CFP Board’s other certification marks (the “CFP Board Certification Marks”). The CFP® certification is voluntary. No federal or state law or regulation requires financial planners to hold the CFP® certification. You may find more information about the CFP® certification at www.CFP.net. CFP® professionals have met CFP Board’s high standards for education, examination, experience, and ethics. To become a CFP® professional, an individual must fulfill the following requirements: • Education – Earn a bachelor’s degree or higher from an accredited college or university and complete CFP Board-approved coursework at a college or university through a CFP Board Registered Program. The coursework covers the financial planning subject areas CFP Board has determined are necessary for the competent and professional delivery of financial planning services. A candidate may satisfy some of the coursework requirement through other qualifying credentials. CFP Board implemented the bachelor’s degree or higher requirement in 2007 and the financial planning development capstone course requirement in March 2012. Therefore, a CFP® professional who first became certified before those dates may not have earned a bachelor’s or higher degree or completed a financial planning development capstone course. • Examination – Pass the comprehensive CFP® Certification Examination. The examination is designed to assess an individual’s ability to integrate and apply a broad base of financial planning knowledge in the context of real-life financial planning situations. • Experience – Complete 6,000 hours of professional experience related to the personal financial planning process, or 4,000 hours of apprenticeship experience that meets additional requirements. • Ethics – Satisfy the Fitness Standards for Candidates for CFP® Certification and Former CFP® Professionals Seeking Reinstatement and agree to be bound by CFP Board’s Code of Ethics and Standards of Conduct (“Code and Standards”), which sets forth the ethical and practice standards for CFP® professionals. Individuals who become certified must complete the following ongoing education and ethics requirements to remain certified and maintain the right to continue to use the CFP Board Certification Marks: viii RAI Wealth Management Part 2B Supplements  • Ethics – Commit to complying with CFP Board’s Code and Standards. This includes a commitment to CFP Board, as part of the certification, to act as a fiduciary, and therefore, act in the best interests of the client, at all times when providing financial advice and financial planning. CFP Board may sanction a CFP® professional who does not abide by this commitment, but CFP Board does not guarantee a CFP® professional's services. A client who seeks a similar commitment should obtain a written engagement that includes a fiduciary obligation to the client. • Continuing Education – Complete 30 hours of continuing education every two years to maintain competence, demonstrate specified levels of knowledge, skills, and abilities, and keep up with developments in financial planning. Two of the hours must address the Code and Standards. ITEM 3 - DISCIPLINARY INFORMATION Kate Gregory Walker has no disciplinary information to report. ITEM 4 - OTHER BUSINESS ACTIVITIES Licensed Insurance Agent Kate Gregory Walker, in her individual capacity, is a licensed insurance agent and may recommend the purchase of certain insurance-related products on a commission basis. The recommendation by Mrs. Gregory Walker that a client purchase an insurance commission product presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend investment products based on commissions received, rather than on a particular client’s need. No client is under any obligation to purchase any insurance product from Mrs. Gregory Walker and may purchase them through other non- affiliated insurance agents. Investment Adviser Representative of Unaffiliated Registered Investment Adviser Kate Gregory Walker is the principal owner of Gregory Advisors Incorporated (“Gregory”), an investment adviser registered with the California Department of Financial Protection and Innovation. Gregory is no longer actively seeking or accepting new clients and is in the process of transitioning its remaining client relationships. In addition to her role with RAI, Mrs. Gregory Walker continues to provide limited advisory services through Gregory during its wind-down period. Gregory and RAI are separate legal entities and are not under common ownership or control. ITEM 5 - ADDITIONAL COMPENSATION Kate Gregory Walker receives compensation from RAI for advisory services provided to clients in her capacity as an investment adviser representative of RAI and also receives insurance-related commissions in a separate capacity, as described in Item 4, above. To the extent that clients of Gregory transition their advisory relationships to RAI, Mrs. Gregory Walker receives compensation from RAI for continuing to provide advisory services to those clients. This creates a financial incentive to recommend that Gregory clients transition their accounts to RAI. Mrs. Gregory Walker does not receive compensation from RAI specifically for referring clients; however, the compensation received for servicing client relationships at RAI creates an indirect economic incentive in connection with such transitions. ix RAI Wealth Management Part 2B Supplements  ITEM 6 - SUPERVISION James P. Ripley, President, and Chief Compliance Officer is responsible for supervising Kate Gregory Walker’s activities. James P. Ripley monitors the advice provided by Mrs. Gregory Walker for consistency with client objectives and RAI’s policies. James P. Ripley can be reached by calling (714) 449-9696. Clients should be aware that once a client relationship is established with RAI, Mrs. Gregory Walker acts solely in her capacity as an investment adviser representative of RAI with respect to that relationship. x RAI Wealth Management Part 2B Supplements  PRIVACY INFORMATION Rev. January 2025 FACTS WHAT DOES RAI WEALTH MANAGEMENT DO WITH YOUR PERSONAL INFORMATION? Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. What? The types of personal information we collect and share depend on the product or service you have with us. This information can include: Social Security number and income • • account balances and transaction history • assets and risk tolerance When you are no longer our customer, we continue to share your information as described in this notice. How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons RAI Wealth Management chooses to share; and whether you can limit this sharing. Reasons we can share your personal information Can you limit this sharing? Does RAI Wealth Management share? YES NO For our everyday business purposes - as permitted by law NO We Don’t Share For our marketing purposes - to offer our products and services to you For joint marketing with other financial companies NO We Don’t Share NO We Don’t Share For our affiliates’ everyday business purposes - information about your transactions and experiences NO We Don’t Share For our affiliates’ everyday business purposes - information about your creditworthiness For nonaffiliates to market to you NO We Don’t Share Questions? Call (714) 449-9696 or go to www.raiwm.com  Page 2 WHO WE ARE Who is providing this notice? RAI Wealth Management WHAT WE DO How does RAI Wealth Management protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We collect your personal information, for example, when you seek advice about your investments How does RAI Wealth Management collect my personal information? tell us about your investment or retirement portfolio tell us about your investment or retirement earnings • • enter into an investment advisory contract • • • give us your contact information We also collect your personal information from other companies. Why can’t I limit all sharing? Federal law gives you the right to limit only: • sharing for affiliates’ everyday business purposes - information about your creditworthiness sharing for nonaffiliates to market to you • affiliates from using your information to market to you • State laws and individual companies may give you additional rights to limit sharing. DEFINITIONS Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. • RAI Wealth Management has no affiliates Nonaffiliates Companies not related by common ownership or control. They can be financial and non-financial companies. • RAI Wealth Management does not share with nonaffiliates so they can market to you Joint Marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • RAI Wealth Management does not jointly market