QUARRY HILL ADVISORS

Item 1: Cover Page Quarry Hill Advisors 550 Vandalia Street Suite 311 Saint Paul, MN 55114 Form ADV Part 2A – Firm Brochure (612) 440-0318 Dated January 14, 2026 This Brochure provides information about the qualifications and business practices of Quarry Hill Advisors, “QHA”. If you have any questions about the contents of this Brochure, please contact us at (612) 440-0318. 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. Quarry Hill Advisors is registered as an Investment Adviser with the Securities and Exchange Commission. Registration of an Investment Adviser does not imply any level of skill or training. Additional information about QHA is available on the SEC’s website at www.adviserinfo.sec.gov which can be found using the firm’s identification number 288334. 1  Item 2: Material Changes Since the last annual update of this disclosure brochure on January 9, 2025, no material changes have been made. From time to time, we may amend this Disclosure Brochure to reflect changes in our business practices, changes in regulations and routine annual updates as required by the securities regulators. This complete Disclosure Brochure or a Summary of Material Changes shall be provided to each Client annually and if a material change occurs in the business practices of QHA. At any time, you may view the current Disclosure Brochure online at the SEC’s Investment Adviser Public Disclosure website at http://www.adviserinfo.sec.gov by searching for our firm name or by our CRD number 288334. You may also request a copy of this Disclosure Brochure at any time by contacting us at Quarry Hill Advisors. 2  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 ............................................................................................................................4 Item 5: Fees and Compensation ..................................................................................................................8 Item 6: Performance-Based Fees and Side-By-Side Management ..............................................................10 Item 7: Types of Clients ..............................................................................................................................10 Item 9: Disciplinary Information ................................................................................................................13 Item 10: Other Financial Industry Activities and Affiliations .......................................................................13 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................14 Item 12: Brokerage Practices ......................................................................................................................15 Item 13: Review of Accounts .....................................................................................................................16 Item 14: Client Referrals and Other Compensation ....................................................................................17 Item 15: Custody .......................................................................................................................................17 Item 16: Investment Discretion ..................................................................................................................17 Item 17: Voting Client Securities ................................................................................................................18 Item 18: Financial Information ...................................................................................................................18 3  Item 4: Advisory Business Description of Advisory Firm Quarry Hill Advisors is registered as an Investment Adviser with the Securities and Exchange Commission. We were founded in March 2017. Kyle Moore and Bjorn Amundson are equal owners of QHA. QHA reports approximately $370.8 million in discretionary assets under management and approximately $23.9 million in non-discretionary assets under management as of December 31, 2025. Types of Advisory Services Investment Management Services (QHA manages accounts) We are in the business of managing individually tailored investment portfolios. Our firm provides continuous advice to a client regarding the investment of client funds based on the individual needs of the client. Through personal discussions in which goals and objectives based on a client's particular circumstances are established, we develop a client's personal investment policy or an investment plan with an asset allocation target and create and manage a portfolio based on that policy and allocation target. During our data-gathering process, we determine the client’s individual objectives, time horizons, risk tolerance, and liquidity needs. We may also review and discuss a client’s prior investment history, as well as family composition and background. Account supervision is guided by the stated objectives of the client (e.g., maximum capital appreciation, growth, income, or growth and income), as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Fees pertaining to this service are outlined in Item 5 of this brochure. QHA Schwab Intelligent Portfolios™ Program QHA may also utilize for certain lower asset balance clients the Institutional Intelligent Portfolios™ Program platform sponsored by Schwab Wealth Investment Advisory, Inc. (the “Program” and “SWIA,” respectively). SWIA is an unaffiliated SEC registered third party service provider which offers an electronic algorithms platform which ensures client portfolios are aligned with the client’s investment objective and risk tolerance via model portfolios. Under this automated investment advisory program, trading and rebalancing is determined via an algorithm based on model portfolios created by QHA, with cash flows and dividends used to keep the portfolio in balance. Also referred to as “robo-advisory services”, SWIA provides QHA with the technology platform to automate the management of portfolios of ETFs and mutual fund securities, provides sub-advisory services and acts in a discretionary capacity to the client’s account. Any clients that use the Program will receive the SWIA Program Disclosure Brochure (“Program Disclosure Brochure”) from SWIA which includes a more detailed description and additional information. QHA may also participate in the Schwab Advisor Services (SAS) services program offered to independent investment advisors by Charles Schwab & Company, Inc., ("Schwab") Schwab and is an unaffiliated SEC-registered broker dealers and FINRA/SIPC member broker dealers. Each offer to independent advisors, services which include custody of securities, trade execution, clearance and settlement transactions. For clients participating in the Schwab Intelligent Portfolios™ Program, clients will utilize the brokerage services of Charles Schwab & Co., 4  Inc. (“CS & Co”) offered to independent investment advisers. CS&Co is also FINRA member and member of SIPC Retirement Plan Services Our firm provides retirement plan services to employer plan sponsors on an ongoing basis. Generally, such services consist of assisting employer plan sponsors in establishing, monitoring and reviewing their company's participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising could include: investment options, plan structure, and participant education. In providing employee benefit plan services, our firm does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). Financial Planning We provide financial planning services on topics such as retirement planning, risk management, college savings, cash flow, debt management, work benefits, and estate and incapacity planning. Financial planning is an evaluation of a client’s current and future financial state by using currently known variables to predict future cash flows, asset values and withdrawal plans. The key defining aspect of financial planning is that through the financial planning process, all questions, information and analysis will be considered as they affect and are affected by the entire financial and life situation of the client. Clients purchasing this service will receive a written or an electronic report, providing the client with a detailed financial plan designed to achieve his or her stated financial goals and objectives. In general, the financial plan will address any or all of the following areas of concern. The client and advisor will work together to select the specific areas to cover. These areas may include, but are not limited to, the following: ● Business Planning: We provide consulting services for clients who currently operate their own business, are considering starting a business, or are planning for an exit from their current business. Under this type of engagement, we work with you to assess your current situation, identify your objectives, and develop a plan aimed at achieving your goals. ● Cash Flow and Debt Management: We will conduct a review of your income and expenses to determine your current surplus or deficit along with advice on prioritizing how any surplus should be used or how to reduce expenses if they exceed your income. Advice may also be provided on which debts to pay off first based on factors such as the interest rate of the debt and any income tax ramifications. We may also recommend what we believe to be an appropriate cash reserve that should be considered for emergencies and other financial goals, along with a review of accounts (such as money market funds) for such reserves, plus strategies to save desired amounts. ● College Savings: Includes projecting the amount that will be needed to achieve college or other 5  post-secondary education funding goals, along with advice on ways for you to save the desired amount. Recommendations as to savings strategies are included, and, if needed, we will review your financial picture as it relates to eligibility for financial aid or the best way to contribute to grandchildren (if appropriate). ● Employee Benefits Optimization: We will provide review and analysis as to whether you, as an employee, are taking the maximum advantage possible of your employee benefits. If you are a business owner, we will consider and/or recommend the various benefit programs that can be structured to meet both business and personal retirement goals. ● Estate Planning: This usually includes an analysis of your exposure to estate taxes and your current estate plan, which may include whether you have a will, powers of attorney, trusts and other related documents. Our advice also typically includes ways for you to minimize or avoid future estate taxes by implementing appropriate estate planning strategies such as the use of applicable trusts. We always recommend that you consult with a qualified attorney when you initiate, update, or complete estate planning activities. We may provide you with contact information for attorneys who specialize in estate planning when you wish to hire an attorney for such purposes. From time-to-time, we will participate in meetings or phone calls between you and your attorney with your approval or request. ● Financial Goals: We will help clients identify financial goals and develop a plan to reach them. We will identify what you plan to accomplish, what resources you will need to make it happen, how much time you will need to reach the goal, and how much you should budget for your goal. ● Insurance: Review of existing policies to ensure proper coverage for life, health, disability, long-term care, liability, home and automobile. ● Investment Analysis: This may involve developing an asset allocation strategy to meet clients’ financial goals and risk tolerance, providing information on investment vehicles and strategies, reviewing employee stock options, as well as assisting you in establishing your own investment account at a selected broker/dealer or custodian. The strategies and types of investments we may recommend are further discussed in Item 8 of this brochure. ● Retirement Planning: Our retirement planning services typically include projections of your likelihood of achieving your financial goals, typically focusing on financial independence as the primary objective. For situations where projections show less than the desired results, we may make recommendations, including those that may impact the original projections by adjusting certain variables (e.g., working longer, saving more, spending less, taking more risk with investments). If you are near retirement or already retired, advice may be given on appropriate distribution strategies 6  to minimize the likelihood of running out of money or having to adversely alter spending during your retirement years. ● Risk Management: A risk management review includes an analysis of your exposure to major risks that could have a significant adverse impact on your financial picture, such as premature death, disability, property and casualty losses, or the need for long-term care planning. Advice may be provided on ways to minimize such risks and about weighing the costs of purchasing insurance versus the benefits of doing so and, likewise, the potential cost of not purchasing insurance (“self-insuring”). ● Tax Planning Strategies: Advice may include ways to minimize current and future income taxes as a part of your overall financial planning picture. For example, we may make recommendations on which type of account(s) or specific investments should be owned based in part on their “tax efficiency,” with consideration that there is always a possibility of future changes to federal, state or local tax laws and rates that may impact your situation. We recommend that you consult with a qualified tax professional before initiating any tax planning strategy, and we may provide you with contact information for accountants or attorneys who specialize in this area if you wish to hire someone for such purposes. We will participate in meetings or phone calls between you and your tax professional with your approval. Comprehensive Financial Planning This service involves working one-on-one with a planner over an extended period of time. By paying a monthly/quarterly retainer, clients get continuous access to a planner who will work with them to design their plan. The planner will monitor the plan, recommend any changes and ensure the plan is up to date. Upon desiring a comprehensive plan, a client will be taken through establishing their goals and values around money. They will be required to provide information to help complete the following areas of analysis: net worth, cash flow, insurance, credit scores/reports, employee benefit, retirement planning, insurance, investments, college planning and estate planning. Once the client’s information is reviewed, their plan will be built and analyzed, and then the findings, analysis and potential changes to their current situation will be reviewed with the client. Clients subscribing to this service will receive a written or an electronic report, providing the client with a detailed financial plan designed to achieve his or her stated financial goals and objectives. If a follow up meeting is required, we will meet at the client's convenience. The plan and the client’s financial situation and goals will be monitored throughout the year and follow-up phone calls and emails will be made to the client to confirm that any agreed upon action steps have been carried out. On an annual basis there will be a full review of this plan to ensure its accuracy and ongoing appropriateness. Any needed updates will be implemented at that time. Client Tailored Services and Client Imposed Restrictions We offer the same suite of services to all of our clients. However, specific client financial plans and their implementation are dependent upon the client Investment Policy Statement which outlines each client’s current 7  situation (income, tax levels, and risk tolerance levels) and is used to construct a client specific plan to aid in the selection of a portfolio that matches restrictions, needs, and targets. Retirement Account Advice When QHA provides investment advice to Clients regarding Client’s retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with Client’s interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: ● Meet a professional standard of care when making investment recommendations (give prudent advice); ● Never put our financial interests ahead of yours when making recommendations (give loyal advice); ● Avoid misleading statements about conflicts of interest, fees, and investments; ● Follow policies and procedures designed to ensure that we give advice that is in your best interest; ● Charge no more than is reasonable for our services; and ● Give you basic information about conflicts of interest. Retirement Plan Rollovers A client leaving an employer typically has four options (and may engage in a combination of these options): 1) leave the money in the former employer’s plan, if permitted, 2) roll over the assets to his/her new employer’s plan, if one is available and rollovers are permitted, 3) rollover to an Individual Retirement Account (IRA), or 4) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). QHA may recommend a client roll over plan assets to an IRA managed by QHA. As a result, QHA may earn an asset- based fee; however, a recommendation that a client or prospective client leave their plan assets with a previous employer may or may not result in compensation to QHA. QHA has an economic incentive to encourage an investor to roll plan assets into an IRA that QHA will manage. There are various factors that QHA may consider before recommending a rollover, including but not limited to: 1) the investment options available in the plan versus the investment options available in an IRA, 2) fees and expenses in the plan versus the fees and expenses in an IRA, 3) the services and responsiveness of the plan’s investment professionals versus those of QHA, 4) required minimum distributions and age considerations, and 5) employer stock tax consequences, if any. No client is under any obligation to roll over plan assets to an IRA managed by QHA. Wrap Fee Programs We do not participate in wrap fee programs. Item 5: Fees and Compensation Please note, unless a client has received the firm’s disclosure brochure at least 48 hours prior to signing the investment advisory contract, the investment advisory contract may be terminated by the client within five (5) 8  business days of signing the contract without incurring any advisory fees. How we are paid depends on the type of advisory service we are performing. Please review the fee and compensation information below. Clients will be given written notice 15 calendar days in advance for any change in fees. Investment Management Services Our advisory fees are based on a percentage of assets under management (“AUM”) up to 1% per annum with a quarterly minimum, set at our discretion. The value of any held-away assets managed by QHA is included in the client’s AUM. The annual fees are negotiable and are pro-rated and paid in advance on a quarterly basis. The quarterly fee is calculated based on the amount of assets under management as of the last day of the previous quarter and is a blended tiered fee. For example, an account valued at $3,000,000 would pay an effective fee of 0.92% with the annual fee of $27,500. The quarterly fee is determined by the following calculation: ($2,000,000 x 1.00%) + ($1,000,000 x 0.75%)) ÷ 4 = $6,875. The quarterly fee is adjusted based on net capital flows from the previous quarter in excess of $25,000. If the client has assets under management held in an annuity product, those assets will be billed separately at a flat rate that will not exceed 1% annually. Advisory fees are directly debited from client accounts, or the client may choose to pay by check. Accounts initiated or terminated during a calendar quarter will be charged a pro-rated fee based on the amount of time remaining in the billing period. An account may be terminated with written notice at least 15 calendar days in advance. Upon termination of the account, any unearned fee will be refunded to the client. We reserve the right to negotiate all fees. Financial Planning (Project Based) Financial Planning will generally be offered on a fixed fee basis. The fixed fee will be agreed upon before the start of any work. The fixed fee can range between $500.00 and $10,000.00, based on complexity and needs of the client. The fee is negotiable. If a fixed fee program is chosen, half of the fee is due at the beginning of the process and the remainder is due at completion of work, however, QHA will not bill an amount above $1,200 more than 6 months in advance. Fees for this service may be paid by electronic funds transfer or check. Upon termination, the half of the fee that is due up front will be non-refundable, and no further fees will be charged. Financial Planning Hourly Fee Financial Planning fee is an hourly rate of $300.00 per hour. The fee may be negotiable in certain cases and is due at the completion of the engagement. In the event of early termination by client, any fees for the hours already worked will be due. Fees for this service may be paid by electronic funds transfer or check. At the beginning of the engagement, an estimate of the number of hours needed to complete the service will be provided to the client and notated on the financial planning agreement. Comprehensive Financial Planning 9  Comprehensive Financial Planning consists of an upfront charge of between $500.00-$4,000.00 and an annual fee that is paid monthly, in advance, at the rate of up to $2,000.00 per month. The fee may be negotiable in certain cases. Fees for this service may be paid by electronic funds transfer or check. This service may be terminated with 30 days’ notice. Upon termination of any account, the fee will be prorated and any unearned fee will be refunded to the client. ***Clients with $500,000 or more in Assets Under Management receive Comprehensive Financial Planning Services at no additional charge*** Retirement Plan Services QHA will be compensated for Employee Benefit Plan services according to the value of plan assets up to 1.00% per annum. This does not include fees to other parties, such as Recordkeepers, Custodians, or Third-Party Administrators. Fees for this service are either paid directly by the plan sponsor or deducted directly from the plan assets by the Custodian on a quarterly basis, and QHA’s fee is remitted to QHA. Fees are calculated based on the value of plan assets as of the last day of the previous quarter. Other Types of Fees and Expenses Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which may be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, and other third parties such as custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual fund and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to our fee, and we shall not receive any portion of these commissions, fees, and costs. Item 12 further describes the factors that we consider in selecting or recommending broker-dealers for client’s transactions and determining the reasonableness of their compensation (e.g., commissions). We do 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. Item 6: Performance-Based Fees and Side-By-Side Management We do not offer performance-based fees. Item 7: Types of Clients We provide financial planning and portfolio management services to individuals, high net-worth individuals, charitable organizations, corporations or other businesses. A minimum account size of $5,000 is required for the Schwab Intelligent Portfolios™ Program. The Program 10  Disclosure Brochure describes related minimum required account balances for maintenance of the account, automatic rebalancing, and tax-loss harvesting. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Fundamental analysis involves analyzing individual companies and their industry groups, such as a company’s financial statements, details regarding the company’s product line, the experience, and expertise of the company’s management, and the outlook for the company’s industry. The resulting data is used to measure the true value of the company’s stock compared to the current market value. The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock’s value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. Cyclical analysis is a type of technical analysis that involves evaluating recurring price patterns and trends based upon business cycles. Economic/business cycles may not be predictable and may have many fluctuations between long term expansions and contractions. The lengths of economic cycles may be difficult to predict with accuracy and therefore the risk of cyclical analysis is the difficulty in predicting economic trends and consequently the changing value of securities that would be affected by these changing trends. Passive Investment Management We primarily practice passive investment management. Passive investing involves building portfolios that are comprised of various distinct asset classes. The asset classes are weighted in a manner to achieve a desired relationship between correlation, risk and return. Funds that passively capture the returns of the desired asset classes are placed in the portfolio. The funds that are used to build passive portfolios are typically index mutual funds or exchange traded funds. Passive investment management is characterized by low portfolio expenses (i.e. the funds inside the portfolio have low internal costs), minimal trading costs (due to infrequent trading activity), and relative tax efficiency (because the funds inside the portfolio are tax efficient and turnover inside the portfolio is minimal). In contrast, active management involves a single manager or managers who employ some method, strategy or technique to construct a portfolio that is intended to generate returns that are greater than the broader market or a designated benchmark. Academic research indicates most active managers underperform the market. Material Risks Involved All investing strategies we offer involve risk and may result in a loss of your original investment which you should be prepared to bear. Many of these risks apply equally to stocks, bonds, commodities and any other investment or security. Material risks associated with our investment strategies are listed below. Market Risk: Market risk involves the possibility that an investment’s current market value will fall because of a general market decline, reducing the value of the investment regardless of the operational success of the issuer’s operations or its financial condition. 11  Strategy Risk: The Adviser’s investment strategies and/or investment techniques may not work as intended. Small and Medium Cap Company Risk: Securities of companies with small and medium market capitalizations are often more volatile and less liquid than investments in larger companies. Small and medium cap companies may face a greater risk of business failure, which could increase the volatility of the client’s portfolio. Limited markets: Certain securities may be less liquid (harder to sell or buy) and their prices may at times be more volatile than at other times. Under certain market conditions we may be unable to sell or liquidate investments at prices we consider reasonable or favorable or find buyers at any price. Concentration Risk: Certain investment strategies focus on particular asset-classes, industries, sectors or types of investment. From time to time these strategies may be subject to greater risks of adverse developments in such areas of focus than a strategy that is more broadly diversified across a wider variety of investments. Interest Rate Risk: Bond (fixed income) prices generally fall when interest rates rise, and the value may fall below par value or the principal investment. The opposite is also generally true: bond prices generally rise when interest rates fall. In general, fixed income securities with longer maturities are more sensitive to these price changes. Most other investments are also sensitive to the level and direction of interest rates. Legal or Legislative Risk: Legislative changes or Court rulings may impact the value of investments, or the securities’ claim on the issuer’s assets and finances. Inflation: Inflation may erode the buying-power of your investment portfolio, even if the dollar value of your investments remains the same. Risks Associated with Securities Apart from the general risks outlined above which apply to all types of investments, specific securities may have other risks. Common stocks may go up and down in price quite dramatically, and in the event of an issuer’s bankruptcy or restructuring could lose all value. A slower-growth or recessionary economic environment could have an adverse effect on the price of all stocks. Corporate Bonds are debt securities to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Alternatively, investors can purchase other debt securities, such as zero coupon bonds, which do not pay current interest, but rather are priced at a discount from their face values and their values accrete over time to face value at maturity. The market prices of debt securities fluctuate depending on such factors as interest rates, 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 a bond’s maturity, the greater its interest rate risk. Bank Obligations including bonds and certificates of deposit may be vulnerable to setbacks or panics in the banking industry. Banks and other financial institutions are greatly affected by interest rates and may be adversely affected by downturns in the U.S. and foreign economies or changes in banking regulations. Municipal Bonds are debt obligations generally issued to obtain funds for various public purposes, including the construction of public facilities. Municipal bonds pay a lower rate of return than most other types of bonds. However, because of a municipal bond’s tax-favored status, investors should compare the relative after-tax return to the after-tax return of other bonds, depending on the investor’s tax bracket. Investing in municipal bonds 12  carries the same general risks as investing in bonds in general. Those risks include interest rate risk, reinvestment risk, inflation risk, market risk, call or redemption risk, credit risk, and liquidity and valuation risk. Options and other derivatives carry many unique risks, including time-sensitivity, and can result in the complete loss of principal. While covered call writing does provide a partial hedge to the stock against which the call is written, the hedge is limited to the amount of cash flow received when writing the option. When selling covered calls, there is a risk the underlying position may be called away at a price lower than the current market price. Exchange Traded Funds prices may vary significantly from the Net Asset Value due to market conditions. Certain Exchange Traded Funds may not track underlying benchmarks as expected. Investment Companies Risk. When a client invests in open end mutual funds or ETFs, the client indirectly bears its proportionate share of any fees and expenses payable directly by those funds. Therefore, the client will incur higher expenses, many of which may be duplicative. In addition, the client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). ETFs are also subject to the following risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value; (ii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. The Adviser has no control over the risks taken by the underlying funds in which client’s invest. Item 9: Disciplinary Information Criminal or Civil Actions QHA and its management have not been involved in any criminal or civil action. Administrative Enforcement Proceedings QHA and its management have not been involved in administrative enforcement proceedings. Self-Regulatory Organization Enforcement Proceedings QHA and its management have not been involved in legal or disciplinary events that are material to a client’s or prospective client’s evaluation of QHA or the integrity of its management. Item 10: Other Financial Industry Activities and Affiliations No QHA employee is registered, or has an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. No QHA employee is registered, or has an application pending to register, as a futures commission merchant, 13  commodity pool operator or a commodity trading advisor. QHA does not maintain any affiliations with other firms, other than contracted service providers to assist with the servicing of its Client’s accounts. QHA only receives compensation directly from clients. We do not receive compensation from any outside source. We do not have any conflicts of interest with any outside party. As a fiduciary, Quarry Hill Advisors, LLC has certain legal obligations, including the obligation to act in clients’ best interest. Quarry Hill Advisors, LLC maintains a Business Continuity and Succession Plan and seeks to avoid a disruption of service to clients in the event of an unforeseen loss of key personnel, due to disability or death. To that end, Quarry Hill Advisors, LLC has entered into a succession agreement with Buckingham Strategic Wealth, LLC, effective December 22, 2022. Quarry Hill Advisors, LLC can provide additional information to any current or prospective client upon request to Kyle S. Moore, Founder at (612) 440-0318 or kyle@quarryhilladvisors.com. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading As a fiduciary, our firm and its associates have a duty of utmost good faith to act solely in the best interests of each client. Our clients entrust us with their funds and personal information, which in turn places a high standard on our conduct and integrity. Our fiduciary duty is a core aspect of our Code of Ethics and represents the expected basis of all of our dealings. The firm also adheres to the Code of Ethics and Professional Responsibility adopted by the CFP® Board of Standards Inc., and accepts the obligation not only to comply with the mandates and requirements of all applicable laws and regulations but also to take responsibility to act in an ethical and professionally responsible manner in all professional services and activities. Code of Ethics Description This code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield associated persons from liability for personal trading or other conduct that violates a fiduciary duty to advisory clients. A summary of the Code of Ethics' Principles is outlined below. • Integrity - Associated persons shall offer and provide professional services with integrity. • Objectivity - Associated persons shall be objective in providing professional services to clients. • Competence - Associated persons shall provide services to clients competently and maintain the necessary knowledge and skill to continue to do so in those areas in which they are engaged. • Fairness - Associated persons shall perform professional services in a manner that is fair and reasonable to clients, principals, partners, and employers, and shall disclose conflict(s) of interest in providing such services. • Confidentiality - Associated persons shall not disclose confidential client information without the specific consent of the client unless in response to proper legal process, or as required by law. • Professionalism - Associated persons’ conduct in all matters shall reflect credit of the profession. 14  • Diligence - Associated persons shall act diligently in providing professional services. We periodically review and amend our Code of Ethics to ensure that it remains current, and we require all firm access persons to attest to their understanding of and adherence to the Code of Ethics at least annually. Our firm will provide a copy of its Code of Ethics to any client or prospective client upon request. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest Neither our firm, its associates or any related person is authorized to recommend to a client, or effect a transaction for a client, involving any security in which our firm or a related person has a material financial interest, such as in the capacity as an underwriter, adviser to the issuer, etc. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest Our firm and its “related persons” may buy or sell securities similar to, or different from, those we recommend to clients for their accounts. In an effort to reduce or eliminate certain conflicts of interest involving the firm or personal trading, our policy may require that we restrict or prohibit associates’ transactions in specific reportable securities transactions. Any exceptions or trading pre-clearance must be approved by the firm principal in advance of the transaction in an account, and we maintain the required personal securities transaction records per regulation. Trading Securities At/Around the Same Time as Client’s Securities From time to time, our firm, its access persons, or its related persons may buy or sell securities for themselves at or around the same time they buy securities for Clients’ accounts. To address this conflict, it is our policy that neither our firm or access persons shall have priority over Clients’ accounts in the purchase or sale of securities. With the exception of mutual funds or exchange-traded funds, which trade in sufficiently broad markets and can be completed without any appreciable impact on the market price, trading of securities will not be allowed five days prior to the same security for clients. Item 12: Brokerage Practices Factors Used to Select Custodians and/or Broker-Dealers Quarry Hill Advisors does not have any affiliation with Broker-Dealers. Specific custodian recommendations are made to clients based on their need for such services. We recommend custodians based on the reputation and services provided by the firm. 1. Research and Other Soft-Dollar Benefits While QHA has no formal soft dollars program in which soft dollars are used to pay for third party services, QHA may receive research, products, or other services from its broker/dealer/custodian in connection with client securities transactions (“soft dollar benefits”) consistent with (and not outside of) the safe harbor contained in 15  Section 28(e) of the Securities Exchange Act of 1934, as amended, and may consider these benefits in recommending brokers. There can be no assurance that any particular client will benefit from any particular soft dollar research or other benefits. QHA benefits by not having to produce or pay for the research, products or services, and QHA will have an incentive to recommend a broker dealer based on receiving research or services. 2. Brokerage for Client Referrals We receive no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use We do recommend a specific custodian for clients to use, however, clients may custody their assets at a custodian of their choice. Clients may also direct us to use a specific broker-dealer to execute transactions. By allowing clients to choose a specific custodian, we may be unable to achieve the most favorable execution of client transactions and this may cost clients money over using a lower-cost custodian. QHA Schwab Intelligent Portfolios™ Program QHA may also utilize for certain lower asset balance clients the Institutional Intelligent Portfolios™ Program platform sponsored by Schwab Wealth Investment Advisory, Inc. (the “Program” and “SWIA,” respectively). SWIA is an unaffiliated SEC registered third party service provider which offers an electronic algorithms platform which ensures client portfolios are aligned with the client’s investment objective and risk tolerance via model portfolios. Under this automated investment advisory program, trading and rebalancing is determined via an algorithm based on model portfolios created by QHA, with cash flows and dividends used to keep the portfolio in balance. Also referred to as “robo-advisory services”, SWIA provides QHA with the technology platform to automate the management of portfolios of ETFs and mutual fund securities, provides sub-advisory services and acts in a discretionary capacity to the client’s account. Any clients that use the Program will receive the SWIA Program Disclosure Brochure (“Program Disclosure Brochure”) from SWIA which includes a more detailed description and additional information. QHA may participate in the Schwab Advisor Services (SAS) services program offered to independent investment advisors by Charles Schwab & Company, Inc., ("Schwab") Schwab and is an unaffiliated SEC-registered broker dealers and FINRA/SIPC member broker dealers. Each offer to independent advisors, services which include custody of securities, trade execution, clearance and settlement transactions. For clients participating in the Schwab Intelligent Portfolios™ Program, clients will utilize the brokerage services of Charles Schwab & Co., Inc. (“CS & Co”) offered to independent investment advisers. CS&Co is also FINRA member and member of SIPC Aggregating (Block) Trading for Multiple Client Accounts. We may combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as “block trading”) which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts.. Item 13: Review of Accounts Client accounts with the Investment Management Service will be reviewed regularly. The account is reviewed with regards to the client’s investment policies and risk tolerance levels. Events that may trigger a special review 16  would be unusual performance, addition or deletions of client imposed restrictions, excessive draw-down, volatility in performance, or buy and sell decisions from the firm or per client's needs. Clients will receive trade confirmations from the broker(s) for each transaction in their accounts as well as monthly or quarterly statements and annual tax reporting statements from their custodian showing all activity in the accounts, such as receipt of dividends and interest. QHA will provide written reports to Investment Management clients on a quarterly basis. We urge clients to compare these reports against the account statements they receive from their custodian. Item 14: Client Referrals and Other Compensation We do not receive any economic benefit, directly or indirectly, from any third party for advice rendered to our clients. Nor do we, directly or indirectly, compensate any person who is not advisory personnel for client referrals. Item 15: Custody QHA does not accept custody except in the instance of withdrawing client fees. For client accounts in which QHA directly debits their advisory fee: I. II. III. QHA will send a copy of its invoice to the custodian at the same time that it sends the client a copy. The custodian will send at least quarterly statements to the client showing all disbursements for the account, including the amount of the advisory fee. The client will prove written authorization to QHA, permitting them to be paid directly for their accounts held by the custodian. Clients should receive at least quarterly statements from the broker dealer, bank or other qualified custodian that holds and maintains the client's investment assets. We urge you to carefully review such statements and compare such official custodial records to the account statements or reports that we may provide to you. Our statements or reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. Item 16: Investment Discretion For those client accounts where we provide investment management services, we maintain discretion over client accounts with respect to securities to be bought and sold and the amount of securities to be bought and sold. Investment discretion is explained to clients in detail when an advisory relationship has commenced. At the start 17  of the advisory relationship, the client will execute a Limited Power of Attorney, which will grant our firm discretion over the account. Additionally, the discretionary relationship will be outlined in the advisory contract and signed by the client. Item 17: Voting Client Securities We do not vote Client proxies. Therefore, Clients maintain exclusive responsibility for: (1) voting proxies, and (2) acting on corporate actions pertaining to the Client’s investment assets. The Client shall instruct the Client’s qualified custodian to forward to the Client copies of all proxies and shareholder communications relating to the Client’s investment assets. If the client would like our opinion on a particular proxy vote, they may contact us at the number listed on the cover of this brochure. In most cases, you will receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, we would forward them directly to you by mail, unless you have authorized our firm to contact you by electronic mail, in which case, we would forward you any electronic solicitation to vote proxies. Item 18: Financial Information Registered Investment Advisers are required in this Item to provide you with certain financial information or disclosures about our financial condition. We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to clients, and we have not been the subject of a bankruptcy proceeding. We do not have custody of client funds or securities or require or solicit prepayment of more than $1,200 in fees per client six months in advance. 18