Stonebrook Private LLC

Stonebrook Private LLC Form ADV Part 2A – Disclosure Brochure Effective: May 2026 Item 1 – Cover Page This brochure provides information about the qualifications and business practices of Stonebrook Private LLC (“Stonebrook” or “Advisor”). If you have any questions regarding the contents of this brochure, please do not hesitate to contact our Chief Compliance Officer, Roseann Higgins, by telephone at (513) 977-8459 or by email at roseann.higgins@dinsmorecomplianceservices.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. Stonebrook Private LLC is a registered investment adviser. Registration with the United States Securities and Exchange Commission does not imply a certain level of skill or training. Additional information about Stonebrook is available on the SEC’s website at www.adviserinfo.sec.gov. Stonebrook’s CRD number is 325434. Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com  Item 2 – Material Changes Part 2A (the "Disclosure Brochure") Part 2B (the "Brochure Supplement") Form ADV Part 2 is divided into two parts: and . The Disclosure Brochure provides information about a variety of topics relating to an Advisor’s business practices and conflicts of interest. The Brochure Supplement provides information about the Advisory Persons of Stonebrook. For convenience, the Advisor has combined these documents into a single disclosure document. Stonebrook believes that communication and transparency are the foundation of its relationship with clients and will continually strive to provide you with complete and accurate information at all times. Stonebrook encourages all current and prospective clients to read this Disclosure Brochure and discuss any questions you may have with the Advisor. Material Changes Stonebrook has amended its Disclosure Brochure to reflect the following changes: Item 4 updated to include information on Stonebrook’s wrap fee program. Item 12 updated to reflect the addition of Charles Schwab as a custodial option. In April 2026, Item 4 was updated to remove language related to IRA and Retirement Plan Clients regarding Title I. Future Changes From time to time, the Advisor may amend this Disclosure Brochure to reflect changes in business practices, changes in regulations or routine annual updates as required by the securities regulators. This complete Disclosure Brochure or a Summary of Material Changes shall be provided to you annually and if a material change occurs. At any time, you may view the current Disclosure Brochure on-line at the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 325434. You may also request a copy of this Disclosure Brochure at any time by contacting the Advisor at (248) 349-3027. Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 2  Item 3 – Table of Contents A. B. C. Firm Information Advisory Services Offered Client Account Management A. B. C. D. E. Fees for Advisory Services Fee Billing Other Fees and Expenses Advance Payment of Fees and Termination Compensation for Sales of Securities A. B. Methods of Analysis Risk of Loss A. B. C. D. Code of Ethics Personal Trading with Material Interest Personal Trading in Same Securities as Clients Personal Trading at Same Time as Client A. B. Recommendation of Custodian[s] Aggregating and Allocating Trades Frequency of Reviews Causes for Reviews Review Reports A. B. C. A. B. Compensation Received by Stonebrook Client Referrals from Solicitors Item 2 – Material Changes ............................................................................................................................................... 2 Item 3 – Table of Contents .............................................................................................................................................. 3 Item 4 – Advisory Services .............................................................................................................................................. 4 .................................................................................................................................................................... 4 ....................................................................................................................................................... 4 .................................................................................................................................................. 78 Item 5 – Fees and Compensation .................................................................................................................................... 8 ...................................................................................................................................................... 8 .............................................................................................................................................................................. 9 ...................................................................................................................................................... 10 ........................................................................................................................... 10 ..................................................................................................................................... 11 Item 6 – Performance-Based Fees and Side-By-Side Management ............................................................................... 11 Item 7 – Types of Clients ............................................................................................................................................... 11 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ......................................................................... 12 .............................................................................................................................................................. 12 .......................................................................................................................................................................... 12 Item 9 – Disciplinary Information ................................................................................................................................ 14 Item 10 – Other Financial Industry Activities and Affiliations ..................................................................................... 14 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............................... 15 ....................................................................................................................................................................... 15 ................................................................................................................................ 15 ....................................................................................................................... 15 ............................................................................................................................... 15 Item 12 – Brokerage Practices ...................................................................................................................................... 15 .......................................................................................................................................... 15 .......................................................................................... Error! Bookmark not defined. Item 13 – Review of Accounts ....................................................................................................................................... 16 ........................................................................................................................................................... 16 ............................................................................................................................................................... 16 .................................................................................................................................................................... 16 Item 14 – Client Referrals and Other Compensation .................................................................................................... 17 ................................................................................................................................. 17 ............................................................................................................................................. 17 Item 15 – Custody ......................................................................................................................................................... 17 Item 16 – Investment Discretion .................................................................................................................................. 18 Item 17 – Voting Client Securities ................................................................................................................................. 18 Item 18 – Financial Information ................................................................................................................................... 18 Form ADV Part 2B – Brochure Supplement ................................................................................................................. 19 Form ADV Part 2B – Brochure Supplement ................................................................................................................. 22 Privacy Policy ............................................................................................................................................................... 26 Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 3  Item 4 – Advisory Services A. Firm Information ® ® ® , CFA , CAIA Stonebrook Private LLC. (“Stonebrook” or the “Advisor”) is a registered investment advisor with the U.S. Securities and Exchange Commission (“SEC”). The Advisor is organized as an LLC under the laws of the State of Michigan. Stonebrook was founded in February 2023 and became a registered investment advisor in March 2023. Stonebrook is owned and operated by Todd D. Knickerbocker (Managing Partner) and Spencer (Partner and Chief Investment Officer). In Janury 2025, Elevation Point, J. Knickerbocker, CFP an investment advisory firm located in Minnesota acquired a 20% ownership stake in the Firm. This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by Stonebrook. For information regarding this Disclosure Brochure, please contact Roseann Higgins (Chief Compliance Officer) at 513.977.8459. B. Advisory Services Offered Stonebrook offers wealth management services, including investment management and financial planning, to individuals, high net worth individuals, trusts, estates, businesses, and retirement plans (each referred to as a “Client”) on a discretionary basis. Stonebrook offers investment management services to clients through a wrap fee program (the “Stonebrook Private Wrap Fee Program”). See Stonebrook Private’s Form ADV Part 2A, Appendix 1 for additional information regarding the Stonebrook Private Wrap Fee Program. The Advisor serves as a fiduciary to Clients, as defined under the applicable laws and regulations. As a fiduciary, the Advisor upholds a duty of loyalty, fairness and good faith towards each Client and seeks to mitigate potential conflicts of interest. Stonebrook's fiduciary commitment is further described in the Advisor’s Code of Ethics. For more information regarding the Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Wealth Management Services Stonebrook provides customized investment advisory solutions for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary investment management and related advisory services. Stonebrook works closely with each Client to identify their investment goals and objectives as well as risk tolerance and financial situation in order to create a portfolio strategy. Stonebrook will then construct an investment portfolio utilizing exchange-traded funds (“ETFs”), individual stocks, covered options, structured investments and/or alternative investments. The Advisor may also utilize investment management programs sponsored by the Custodian and its affiliates. The investment programs provide access to investment products and unaffiliated money managers (as described below). The Advisor may also utilize mutual funds and/or other types of investments, as appropriate, to meet the needs of the Client. The Advisor may retain certain legacy investments based on portfolio fit and/or tax considerations. Stonebrook’s investment strategies are primarily long-term focused, but the Advisor may buy, sell or re- allocate positions that have been held for less than one year to meet the objectives of the Client or due to market conditions. Stonebrook will construct, implement and monitor the portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to acceptance by the Advisor. Stonebrook evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process. Stonebrook may recommend, on occasion, redistributing investment allocations to diversify the portfolio. Stonebrook may recommend specific positions to increase sector or asset class weightings. The Advisor may recommend employing cash positions as a possible hedge against market Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 4  movement. Stonebrook may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position[s] in the portfolio, change in risk tolerance of the Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client’s risk tolerance. At no time will Stonebrook accept or maintain custody of a Client’s funds or securities, except for the limited authority as outlined in Item 15 – Custody. All Client assets will be managed within the designated account[s] at the Custodian, pursuant to the terms of the advisory agreement. Please see Item 12 – Brokerage Practices. Participant Account Management – As part of the Advisor’s Investment Management Services, when appropriate, the Advisor will use a third-party platform, Pontera Solutions, Inc. (“Pontera”), to facilitate management of held away assets such as defined contribution plan participant accounts, with investment discretion. The platform enables the Advisor to gain access to Client accounts without having access through the Client’s credentials. This independent advisor access ensures that the Advisor will not have custody of Client funds or securities when implementing trades for the Client. The Advisor is not affiliated with the platform in any way and receives no compensation from the platform. A link will be provided to the Client allowing them to connect their account[s] to the platform for the Advisor’s secure access. The Advisor includes the costs of the Pontera platform in its overall advisory fee. Use of Independent Managers – Stonebrook may recommend that a Client utilize one or more unaffiliated investment managers or investment platforms (collectively “Independent Managers”) for all or a portion of their Stonebrook Private Wrap Fee Program. In such instances, the Client may be required to authorize and enter into an agreement with the Independent Manager[s] that defines the terms in which the Independent Manager[s] will provide investment management and related services. The Advisor will assist in the development of the initial policy recommendations and managing the ongoing Client relationship. The Advisor will perform initial and ongoing oversight and due diligence over the selected Independent Manager[s] to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. The investment management fees charged by the designated Independent Managers are exclusive of, and in addition to, the annual advisory fee charged by Stonebrook. For Independent Managers made available through the B/D Custodian RJA, custody and securities transactions commissions are included within the Stonebrook Private Wrap Fee Program fee. If an Independent Manager is utilized that engages in brokerage transactions and/or custody services with a broker-dealer/custodian other than RJA, the fees charged by that broker-dealer/custodian will be exclusive of, and in addition to, the annual Stonebrook Private Wrap Program fee. The Client, prior to entering into an agreement with unaffiliated investment manager[s] or investment platform[s], will be provided with the Independent Manager's Form ADV 2A (or a brochure that makes the appropriate disclosures). Financial Planning Services Stonebrook will typically provide a variety of financial planning and consulting services to Clients as part of a wealth management engagement. Services are offered in several areas of a Client’s financial situation, depending on their goals and objectives. Generally, such financial planning services involve preparing a formal financial plan or rendering a specific financial consultation based on the Client’s financial goals and objectives. This planning or consulting may encompass one or more areas of need, including but not limited to, investment planning, retirement planning, personal savings, education savings, insurance needs, and/or other areas of a Client’s financial situation. A financial plan developed for, or financial consultation rendered to the Client will usually include general recommendations for a course of activity or specific actions to be taken by the Client. For example, Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 5  recommendations may be made that the Client start or revise their investment programs, commence or alter retirement savings, establish education savings and/or charitable giving programs. Stonebrook may also refer Clients to an accountant, attorney or other specialists, as appropriate for their unique situation. For certain financial planning engagements, the Advisor will provide a written summary of the Client’s financial situation, observations, and recommendations. For consulting or ad-hoc engagements, the Advisor may not provide a written summary. Plans or consultations are typically completed within six (6) months of contract date, assuming all information and documents requested are provided promptly. Financial planning and consulting recommendations pose a conflict between the interests of the Advisor and the interests of the Client. For example, the Advisor has an incentive to recommend that Clients engage the Advisor for investment management services or to increase the level of investment assets with the Advisor, as it would increase the amount of advisory fees paid to the Advisor. Clients are not obligated to implement any recommendations made by the Advisor or maintain an ongoing relationship with the Advisor. If the Client elects to act on any of the recommendations made by the Advisor, the Client is under no obligation to implement the transaction through the Advisor. Financial Institution Consulting Services Stonebrook receives a consulting fee based on the assets under MSI’s management from Brokerage Customers who have provided written consent to MSI to receive the consulting service from Stonebrook. The consulting fee is a flat fee of $1,000 per quarter. Wrap Fee Program Stonebrook makes investment management services available pursuant to a wrap fee program whereby Stonebrook serves as both the sponsor and portfolio manager of the wrap fee program. A wrap fee program is an advisory program under which a specified fee not based directly upon transactions in a client’s account is charged for investment advisory services and the execution of client transactions. Depending upon a client’s goals, objectives and suitability profile, client assets managed by Stonebrook may be managed pursuant to the services described in this brochure, pursuant to the Stonebrook wrap fee program and/or some combination thereof. Stonebrook receives a portion of the Stonebrook wrap fee program fee for its services. Participants in the Wrap Program may pay a higher aggregate fee than if investment management and brokerage services are purchased separately. Please refer to Stonebrook’s Form ADV Part 2A Appendix 1 for information regarding this wrap fee program. Betterment Institutional Platform Investment Management Platform - Stonebrook may recommend that certain Clients implement their investment portfolios through Betterment Institutional, a division of Betterment LLC (herein “Betterment Institutional” or the “Investment Platform”). Betterment Institutional is what is often termed a “robo- advisor”, an online wealth management service that provides automated, algorithm-based portfolio management advice. Robo-advisors use technology to deliver similar services as traditional advisors, but generally only offer portfolio management and do not get involved in a Client’s personal situation, such as taxes and retirement or estate planning. Stonebrook chose to affiliate with Betterment Institutional due to the Investment Platform’s customized portfolio allocations, automated rebalancing, and competitive fees. Stonebrook utilizes Betterment Institutional as a complement to its comprehensive financial planning services to provide cost effective investing coupled with personalized financial planning. To establish accounts with Betterment Institutional, the Client will also enter into one or more agreements Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 6  with Betterment that provides the authority for discretionary investment management by the Investment Platform. Stonebrook remains the Client’s primary advisor and relationship contact and will select or construct a portfolio of ETFs and/or cash equivalents from the universe of investments included on the Investment Platform. Stonebrook will have the discretionary authority to instruct Betterment Institutional with respect to portfolio construction, asset allocation and other investment decisions, subject to the limitations described herein. Betterment Institutional will implement the portfolio and be responsible for the discretionary trading of the ETFs in the Client’s portfolio, including the purchase and sale of investments and the automatic rebalancing back to targets. Betterment Institutional utilizes between ten to twelve different ETF’s, representing various asset classes for the construction of investment portfolios. As discussed above, Stonebrook will work with each Client to select/construct a portfolio to meets the needs of the Client. The Client has limited ability to put restrictions on its accounts. The account[s] cannot contain investments that are not included in the Betterment Institutional universe of ETFs and cash equivalents. Betterment Institutional, under its discretionary authority, will automatically adjust and rebalance the Client’s accounts daily based on the drift tolerance established for the positions in the investment portfolio. The Advisor’s investment philosophy is long-term, but the Advisor may make such tactical overrides to take advantage of market pricing anomalies or strong market sectors. The Advisor does not actively trade in the Client’s account[s] and is also limited to a enter one allocation change per account per trading day through Betterment Institutional, the Client should be aware of these potential disadvantages. For its services, Betterment Institutional will charge an asset-based fee that is in addition to the Advisor’s fee. Betterment Institutional’s fee includes the securities transaction fees for all trades. The Advisor will only receive its investment advisory fees as detailed in Item 5.A. below and does not share in any fees earned by Betterment Institutional. The Client, prior to entering into an agreement with the Investment Platform, will be provided with the Investment Platform's Form ADV Part 2A (or a brochure that makes the appropriate disclosures). Retirement Plan Advisory Services Stonebrook provides retirement plan advisory services on behalf of the retirement plans (each a “Plan”) and the company (the “Plan Sponsor”). The Advisor’s retirement plan advisory services are designed to assist the Plan Sponsor in meeting its fiduciary obligations to the Plan and its Plan Participants. Each engagement is customized to the needs of the Plan and Plan Sponsor. Services generally include: • • • • • Plan Participant Enrollment and Education Tracking Investment Policy Statement (“IPS”) Design and Monitoring Investment Oversight (ERISA 3(21)) Investment Management (ERISA 3(38)) Ongoing Investment Recommendation and Assistance These services are provided by Stonebrook serving in the capacity as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). C. Client Account Management Prior to engaging Stonebrook to provide investment advisory services, each Client is required to enter into a Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 7  wealth management agreement with the Advisor that define the terms, conditions, authority and responsibilities of the Advisor and the Client. These services may include: • • Establishing an Investment Strategy – Stonebrook, in connection with the Client, will develop a strategy that seeks to achieve the Client’s goals and objectives. • Asset Allocation – Stonebrook will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation and tolerance for risk for each Client. • Portfolio Construction – Stonebrook will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client. Investment Management and Supervision – Stonebrook will provide investment management and ongoing oversight of the Client’s investment portfolio. D. Assets Under Management As of December 31, 2025, Stonebrook manages approximately $936,969,533 in Client assets, of which $877,180,243 are managed on a discretionary basis and $59,789,290 are managed on a non-discretionary basis. Item 5 – Fees and Compensation The following paragraphs detail the fee structure and compensation methodology for services provided by the Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into a wealth management agreement with the Advisor. A. Fees for Advisory Services Wealth Management Services Wealth management fees are paid quarterly, in advance of each calendar quarter, pursuant to the terms of the wealth management agreement. Wealth management fees are based on the market value of assets under management at the end of the prior calendar quarter. Wealth management fees for the Stonebrook Private Wrap Fee Program range up to 1.25% annually based on several factors, including: the scope and complexity of the services to be provided; the level of assets to be managed; and the overall relationship with the Advisor. Relationships with multiple objectives, specific reporting requirements, portfolio restrictions and other complexities may be charged a higher fee. The Advisor does impose a minimum annual fee of $7,500 per household. Clients may have this fee waived at the sole discretion of the Advisor. The investment advisory fee in the first quarter of service is prorated from the inception date of the account[s] to the end of the first quarter. Fees may be negotiable at the sole discretion of the Advisor. Certain Clients may also be offered a fixed fee engagement. The Client’s fees will take into consideration the aggregate assets under management with the Advisor. All securities held in accounts managed by Stonebrook will be independently valued by the Custodian. The Advisor will conduct periodic reviews of the Custodian’s valuation to ensure accurate billing. The Advisor’s fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and other related costs and expenses described in Item 5.C below, which may be incurred by the Client. However, the Advisor shall not receive any portion of these commissions, fees, and costs. Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 8  Use of Independent Managers As noted in Item 4, the Advisor may implement all or a portion of a Client’s investment portfolio utilizing one or more Independent Managers. To eliminate any conflict of interest, the Advisor does not earn any compensation from an Independent Manager. The Advisor will only earn its wealth management fee as described above. If the Client is required to authorize and enter into a wealth management agreement with an Independent Manage then the terms of such fee arrangements are included in the Independent Manager’s disclosure brochure and applicable contract[s] with the Independent Manager. Financial Institution Consulting Services MSI shall pay Stonebrook for its consulting services on or before thirty (30) days past the end of each calendar quarter. Investment Management Platform Investment management fees are based on the market value of assets under management advance at an annual rate of 1.25%, pursuant to the terms of the investment management agreement. Investment advisory fees are based on the market value of assets under management at the end of the prior calendar quarter. As noted above, the investment management fee includes the securities transaction fees for implementing and rebalancing the Client’s account[s]. Retirement Plan Advisory Services Fees for retirement plan advisory services are charged an annual asset-based fee of up to 1.00%, billed quarterly in arrears of each calendar quarter, pursuant to the terms of the retirement plan advisory agreement. Retirement plan advisory fees are based on the average daily balance of portfolio assets under management during the prior quarter. Fees may be negotiable depending on the size and complexity of the Plan. B. Fee Billing Wealth Management Services Wealth management fees are calculated by the Advisor or its delegate and deducted from the Client’s account[s] at the Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted from the Client’s account[s] at the beginning of the respective quarter. The amount due is calculated by applying the quarterly rate (annual rate divided by 4) to the total assets under management with Stonebrook at the end of the prior quarter. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of the investment advisory fee. Clients are urged to also review the brokerage statement from the Custodian, as the Custodian does not perform a verification of fees. Clients provide written authorization permitting advisory fees to be deducted by Stonebrook to be paid directly from their account[s] held by the Custodian as part of the wealth management agreement and separate account forms provided by the Custodian. Use of Independent Managers For Client accounts implemented through an Independent Manager, the Client’s overall fees may include Stonebrook’s wealth management fee (as noted above) plus wealth management fees and/or platform fees charged by the Independent Manager[s], as applicable. In certain instances, the Independent Manager or the Advisor may assume responsibility for calculating the Client’s fees and deduct all fees from the Client’s account[s]. In other instances the Advisor and the Independent Manager will each assume the responsibility for calculating and deducting their respective fees from the Client’s account[s]. Investment Management Platform Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 9  For Clients referred by the Advisor to an Independent Manager, the Client’s fee may be separately billed or deducted from the Client’s account[s] with the respective manager and a portion of the investment advisory fee may be provided to Stonebrook. Retirement Plan Advisory Services Retirement plan advisory fees may be directly invoiced to the Plan Sponsor or deducted from the assets of the Plan, depending on the terms of the retirement plan advisory agreement. C. Other Fees and Expenses The Stonebrook Private Wrap Fee Program fee covers Stonebrook’s advisory services, custody and transaction fees for securities transactions effected through RJA and Charles Schwab. The number of transactions made in clients’ accounts, the size of the accounts, and the securities used to construct a portfolio, as well as the transaction fees charged for each transaction, determines the relative cost of the Stonebrook Private Wrap Fee Program versus paying for execution on a per transaction basis and paying a separate fee for advisory services. Participants in the Firm’s Wrap Fee Program may pay a higher or lower aggregate fee than if the investment management and brokerage services are purchased separately. Stonebrook does not charge its clients higher advisory fees based on their trading activity. Transaction fees or “trade away” fees imposed for trades placed away from RJA or Charles Schwab, are not covered by the Stonebrook Private Wrap Program Fee. Refer to Stonebrook Private’s Form ADV Part 2A, Appendix 1 for additional information. In addition, for Independent Managers, clients should review each manager’s Form ADV 2A disclosure brochure and any contract they sign with the Independent Manager (in a dual contract relationship). The client is responsible for all such fees and expenses, as well as trading and custody costs of a broker-dealer/custodian other than RJA or Charles Schwab if utilized by that Independent Manager. Please see Item 12 of this brochure regarding brokerage practices. In addition, all fees paid to Stonebrook for investment advisory services are separate and distinct from the expenses charged by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are described in each fund’s prospectus. These fees and expenses will generally be used to pay management fees for the funds, other fund expenses, account administration (e.g., custody, brokerage and account reporting), and a possible distribution fee. A Client may be able to invest in these products directly, without the services of Stonebrook, but would not receive the services provided by Stonebrook which are designed, among other things, to assist the Client in determining which products or services are most appropriate for each Client’s financial situation and objectives. Accordingly, the Client should review both the fees charged by the fund[s] and the fees charged by Stonebrook to fully understand the total fees to be paid. Please refer to Item 12 – Brokerage Practices for additional information. D. Advance Payment of Fees and Termination Wealth Management Services Stonebrook may be compensated for its investment management services in advance of the quarter in which services are rendered. Either party may terminate the wealth management agreement, at any time, by providing advance written notice to the other party. The Client may also terminate the wealth management agreement within five (5) business days of signing the Advisor’s agreement at no cost to the Client. After the five-day period, the Client will incur charges for bona fide advisory services rendered to the point of termination and such fees will be due and payable by the Client. Upon termination, the Advisor will refund any unearned, prepaid wealth management fees from the effective date of termination to the end of the quarter. The Client’s wealth management agreement with the Advisor is non-transferable without the Client’s prior consent. Use of Independent Managers Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 10  In the event that the Advisor has determined that an Independent Manager is no longer in the Client’s best interest or a Client should wish to terminate their relationship with the Independent Manager, the terms for the termination will be set forth in the respective agreements between the Client or the Advisor and the Independent Manager. Stonebrook will assist the Client with the termination and transition as appropriate. Investment Management Platform Fees charged for Betterment accounts are collected quarterly, in advance services are provided. The Client may terminate the account[s] with Betterment Institutional, at any time, by providing advance written notice to the Advisor and Betterment Institutional. The Advisor will refund any unearned, prepaid investment advisory fees from the effective date of termination to the end of the quarter. The Advisor will assist the Client with this process upon request. The Client shall be responsible for platform and advisory fees up to an including the effective date of termination. The Client may be subject to other terms as provided through the tri-party agreement with Betterment Institutional. Retirement Plan Advisory Services Stonebrook is compensated for its services at the end of the quarter in which retirement plan advisory services are rendered. Either party may terminate the retirement plan advisory agreement, at any time, by providing advance written notice to the other party. The Client may also terminate the agreement within five (5) business days of signing the Advisor’s agreement at no cost to the Client. After the five-day period, the Client will incur charges for bona fide advisory services rendered to the point of termination and such fees will be due and payable by the Client. Upon termination, the Advisor will refund any unearned, prepaid advisory fees from the effective date of termination to the end of the quarter. The Client’s retirement plan advisory agreement with the Advisor is non-transferable without the Client’s prior consent. E. Compensation for Sales of Securities Stonebrook does not buy or sell securities to earn commissions and does not receive any compensation for securities transactions in any Client account, other than the wealth management fees noted above. Certain Advisory Persons are also licensed as independent insurance professionals. As an independent insurance professional, an Advisory Person may earn commission-based compensation for selling insurance products, including insurance products they sell to Clients of the Advisor. Insurance commissions earned by an Advisory Person are separate and in addition to Stonebrook’s advisory fees. This practice presents a conflict of interest as the Advisory Person who is also an insurance agent may have an incentive to recommend insurance products to the Client for the purpose of generating commissions rather than solely based on the Client’s needs. Clients are under no obligation, contractually or otherwise, to purchase insurance products through any Advisory Person affiliated with the Advisor. Please see Item 10 below. Item 6 – Performance-Based Fees and Side-By-Side Management Stonebrook does not charge performance-based fees for its investment advisory services. The fees charged by Stonebrook are as described in Item 5 above and are not based upon the capital appreciation of the funds or securities held by any Client. Stonebrook does not manage any proprietary investment funds or limited partnerships (for example, a mutual fund or a hedge fund) and has no financial incentive to recommend any particular investment options to its Clients. Item 7 – Types of Clients Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 11  Stonebrook offers investment advisory services to individuals, high net worth individuals, trusts, estates, businesses, and retirement plans. Stonebrook generally does not impose a minimum relationship size. However, the Advisor may impose a minimum annual fee of $7,500 per household. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis Stonebrook primarily employs fundamental analysis in developing investment strategies for its Clients. Research and analysis from Stonebrook are derived from numerous sources, including financial media companies, third-party research materials, Internet sources, and review of company activities, including annual reports, prospectuses, press releases and research prepared by others. Fundamental analysis utilizes economic and business indicators as investment selection criteria. This criteria consists generally of ratios and trends that may indicate the overall strength and financial viability of the entity being analyzed. Assets are deemed suitable if they meet certain criteria to indicate that they are a strong investment with a value discounted by the market. While this type of analysis helps the Advisor in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in the fundamental analysis may lose value and may have negative investment performance. The Advisor monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Advisor’s review process are included below in Item 13 – Review of Accounts. As noted above, Stonebrook generally employs a long-term investment strategy for its Clients, as consistent with their financial goals. Stonebrook will typically hold all or a portion of a security for more than a year, but may hold for shorter periods for the purpose of rebalancing a portfolio or meeting the cash needs of Clients. At times, Stonebrook may also buy and sell positions that are more short-term in nature, depending on the goals of the Client and/or the fundamentals of the security, sector or asset class. B. Risk of Loss Investing in securities involves certain investment risks. Securities may fluctuate in value or lose value. Clients should be prepared to bear the potential risk of loss. Stonebrook will assist Clients in determining an appropriate strategy based on their tolerance for risk and other factors noted above. However, there is no guarantee that a Client will meet their investment goals. While the methods of analysis help the Advisor in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in these methods of analysis may lose value and may have negative investment performance. The Advisor monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Advisor’s review process are included below in Item 13 – Review of Accounts. Each Client engagement will entail a review of the Client's investment goals, financial situation, time horizon, tolerance for risk and other factors to develop an appropriate strategy for managing a Client's account. Client participation in this process, including full and accurate disclosure of requested information, is essential for the analysis of a Client's account[s]. The Advisor shall rely on the financial and other information provided by the Client or their designees without the duty or obligation to validate the accuracy and completeness of the provided information. It is the responsibility of the Client to inform the Advisor of any changes in financial condition, goals or other factors that may affect this analysis. Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 12  The risks associated with a particular strategy are provided to each Client in advance of investing Client accounts. The Advisor will work with each Client to determine their tolerance for risk as part of the portfolio construction process. Following are some of the risks associated with the Advisor’s investment strategies: Market Risks The value of a Client’s holdings may fluctuate in response to events specific to companies or markets, as well as economic, political, or social events in the U.S. and abroad. This risk is linked to the performance of the overall financial markets. ETF Risks The performance of ETFs is subject to market risk, including the possible loss of principal. The price of the ETFs will fluctuate with the price of the underlying securities that make up the funds. In addition, ETFs have a trading risk based on the loss of cost efficiency if the ETFs are traded actively and a liquidity risk if the ETFs has a large bid- ask spread and low trading volume. The price of an ETF fluctuates based upon the market movements and may dissociate from the index being tracked by the ETF or the price of the underlying investments. An ETF purchased or sold at one point in the day may have a different price than the same ETF purchased or sold a short time later. Bond Risks Bonds are subject to specific risks, including the following: (1) interest rate risks, i.e. the risk that bond prices will fall if interest rates rise, and vice versa, the risk depends on two things, the bond's time to maturity, and the coupon rate of the bond. (2) reinvestment risk, i.e. the risk that any profit gained must be reinvested at a lower rate than was previously being earned, (3) inflation risk, i.e. the risk that the cost of living and inflation increase at a rate that exceeds the income investment thereby decreasing the investor’s rate of return, (4) credit default risk, i.e. the risk associated with purchasing a debt instrument which includes the possibility of the company defaulting on its repayment obligation, (5) rating downgrades, i.e. the risk associated with a rating agency’s downgrade of the company’s rating which impacts the investor’s confidence in the company’s ability to repay its debt and (6) Liquidity Risks, i.e. the risk that a bond may not be sold as quickly as there is no readily available market for the bond. Mutual Fund Risks The performance of mutual funds is subject to market risk, including the possible loss of principal. The price of the mutual funds will fluctuate with the value of the underlying securities that make up the funds. The price of a mutual fund is typically set daily therefore a mutual fund purchased at one point in the day will typically have the same price as a mutual fund purchased later that same day. Options Contracts Investments in options contracts have the risk of losing value in a relatively short period of time. Option contracts are leveraged instruments that allow the holder of a single contract to control many shares of an underlying stock. This leverage can compound gains or losses. Margin Borrowings The use of short-term margin borrowings may result in certain additional risks to a Client. For example, if securities pledged to brokers to secure a Client's margin accounts decline in value, the Client could be subject to a "margin call", pursuant to which it must either deposit additional funds with the broker or be the subject of mandatory liquidation of the pledged securities to compensate for the decline in value. Alternative Investments (Limited Partnerships) Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 13  The performance of alternative investments (limited partnerships) can be volatile and may have limited liquidity. An investor could lose all or a portion of their investment. Such investments often have concentrated positions and investments that may carry higher risks. Clients should only have a portion of their assets in these investments. Past performance is not a guarantee of future returns. Investing in securities and other investments involve a risk of loss that each Client should understand and be willing to bear. Clients are reminded to discuss these risks with the Advisor. Item 9 – Disciplinary Information There are no legal, regulatory or disciplinary events involving Stonebrook or its management persons. Stonebrook values the trust Clients place in the Advisor. The Advisor encourages Clients to perform the requisite due diligence on any advisor or service provider that the Client engages. The backgrounds of the Advisor or Advisory Persons are available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 325434. Item 10 – Other Financial Industry Activities and Affiliations Insurance Agency Affiliations As noted in Item 5, certain Advisory Persons are also licensed insurance professionals. Implementations of insurance recommendations are separate and apart from an Advisory Person’s role with Stonebrook. As an insurance professional, an Advisory Person may receive customary commissions and other related revenues from the various insurance companies whose products are sold. Advisory Persons are not required to offer the products of any particular insurance company. Commissions generated by insurance sales do not offset regular advisory fees. This may cause a conflict of interest in recommending certain products of the insurance companies. Clients are under no obligation to implement any recommendations made by an Advisory Person. Use of Independent Managers As noted in Item 4, the Advisor may recommend or select Independent Managers to assist with the implementation of a Client’s investment strategy. In such arrangements, the Advisor will not receive any compensation from an Independent Manager. The Advisor will only earn its fee, as described in Item 5.A. The Independent Manager[s] may assume responsibility for collecting all fees as described in item 5.B. Financial Institution and Consulting Services Stonebrook has an agreement with MSI to provide investment consulting services to Brokerage Customers, as noted in Item 4 above. MSI compensates Stonebrook for providing consulting services to Brokerage Customers who have products through MSI. This consulting arrangement does not include assuming discretionary authority over Brokerage Customers’ brokerage accounts or the monitoring of securities. These consulting services offered to Brokerage Customers includes a general review of Brokerage Customers’ investment holdings, which will result in Stonebrook’s Advisory Persons making specific securities recommendations or offering general investment advice. This relationship presents conflicts of interest. Conflicts are mitigated by Brokerage Customers consenting to receive consulting services from Stonebrook. In addition, Stonebrook will not accept or bill for additional compensation on asset under MSI’s management, beyond the consulting fees disclosed in Item 5 above. Advisory Persons of the Advisor will not engage or hold themselves as a registered representative of MSI, as Advisory Persons are not registered to conduct commission based activities under a broker-dealer. Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 14  Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics Stonebrook has implemented a Code of Ethics (the “Code”) that defines the Advisor’s fiduciary commitment to each Client. This Code applies to all persons associated with Stonebrook (“Supervised Persons”). The Code was developed to provide general ethical guidelines and specific instructions regarding the Advisor’s duties to each Client. Stonebrook and its Supervised Persons owe a duty of loyalty, fairness and good faith towards each Client. It is the obligation of Stonebrook’s Supervised Persons to adhere not only to the specific provisions of the Code, but also to the general principles that guide the Code. The Code covers a range of topics that address employee ethics and conflicts of interest. To request a copy of the Code, please contact the Advisor at (248) 349-3027. B. Personal Trading with Material Interest Stonebrook allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Stonebrook does not act as principal in any transactions. In addition, the Advisor does not act as the general partner of a fund, or advise an investment company. Stonebrook does not have a material interest in any securities traded in Client accounts. C. Personal Trading in Same Securities as Clients Stonebrook allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Owning the same securities that are recommended (purchase or sell) to Clients presents a conflict of interest that, as fiduciaries, must be disclosed to Clients and mitigated through policies and procedures. As noted above, the Advisor has adopted the Code to address insider trading (material non-public information controls); gifts and entertainment; outside business activities and personal securities reporting. When trading for personal accounts, Supervised Persons have a conflict of interest if trading in the same securities. The fiduciary duty to act in the best interest of its Clients can be violated if personal trades are made with more advantageous terms than Client trades, or by trading based on material non-public information. This risk is mitigated by Stonebrook requiring reporting of personal securities trades by its Supervised Persons for review by the Chief Compliance Officer (“CCO”) or delegate. The Advisor has also adopted written policies and procedures to detect the misuse of material, non-public information. D. Personal Trading at Same Time as Client While Stonebrook allows Supervised Persons to purchase or sell the same securities that may be At no time will Stonebrook, or any Supervised Person of Stonebrook, transact in recommended to and purchased on behalf of Clients, such trades are typically aggregated with Client orders any security to the detriment of any Client. or traded afterwards. Item 12 – Brokerage Practices A. Recommendation of Custodian[s] Stonebrook generally recommends but does not require that clients establish brokerage accounts with Raymond James and Associates, Inc. (“RJA”), member New York Stock Exchange/SIPC or Charles Schwab & Co. ("Schwab"), a FINRA registered broker-dealer, member SIPC. Both RJA and Schwab (“Custodian”) maintain custody of clients' assets and effect trades for client accounts. Each Custodian’s institutional platform services include, among others, brokerage, custody, and other related services. Custodian’s institutional platform services that assist us in managing and administering clients’ accounts include software and other technology that (i) provide access to client account data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of fees from client accounts; and (v) assist with back-office functions, recordkeeping, and client reporting. We are Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 15  independently operated and owned and are not affiliated with Custodian. Stonebrook recommends each Custodian’s brokerage and custodial services because we believe that each Custodian provides quality execution services for you at competitive prices. Price is not the sole factor we consider in evaluating best execution. Stonebrook also considers the quality of the brokerage services provided by each Custodian, including the value of research provided, their reputation, execution capabilities, transaction costs , and responsiveness to our clients and us. In recognition of the value of research services and additional brokerage products and services each Custodian provides, you may pay higher transaction costs and/or trading costs than those that may be available elsewhere. Stonebrook may receive from each Custodian, without cost, computer software and related systems support, which may allow us to better monitor client accounts maintained at each Custodian. Stonebrook may receive the software at no cost, because we render investment management services to clients that maintain accounts at each Custodian whose aggregate total assets at each Custodian exceed the established minimum required in order for an investment adviser to receive the software without cost. In addition, each Custodian may provide for discounts of other purchased software that permits us to better advise the Clients on their investments. Stonebrook and/or Investment Adviser Representatives may receive benefits such as assistance with conferences and educational meetings from product sponsors. Clients and future clients should be aware, however, that the receipt of the above benefits by Stonebrook in and of itself creates a potential conflict of interest and may indirectly influence the Firm’s recommendation to clients to utilize the Custodian’s for custody and brokerage services. Client Directed Brokerage In limited circumstances, and at our discretion, some clients may instruct us to use one or more particular brokers for the transactions in their accounts. If you choose to direct us to use a particular broker, you should understand that this might prevent us from aggregating trades with other client accounts. This practice may also prevent Stonebrook from obtaining favorable net price and execution. Thus, when directing brokerage business, you should consider whether the transactions costs, , execution, clearance, and settlement capabilities that you will obtain through your broker are adequately favorable in comparison to those that we would otherwise obtain for you. Item 13 – Review of Accounts A. Frequency of Reviews Securities in Client accounts are monitored on a regular and continuous basis by Advisory Persons and periodically by the CCO. Formal reviews are generally conducted at least annually or more frequently depending on the needs of the Client. B. Causes for Reviews In addition to the investment monitoring noted in Item 13.A., each Client account shall be reviewed at least annually. Reviews may be conducted more frequently at the Client’s request. Accounts may be reviewed as a result of major changes in economic conditions, known changes in the Client’s financial situation, and/or large deposits or withdrawals in the Client’s account[s]. The Client is encouraged to notify Stonebrook if changes occur in the Client’s personal financial situation that might adversely affect the Client’s investment plan. Additional reviews may be triggered by material market, economic or political events. C. Review Reports Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 16  The Client will receive brokerage statements no less than quarterly from the Custodian. These brokerage statements are sent directly from the Custodian to the Client. The Client may also establish electronic access to the Custodian’s website so that the Client may view these reports and their account activity. Client brokerage statements will include all positions, transactions and fees relating to the Client’s account[s]. The Advisor may also provide Clients with periodic reports regarding their holdings, allocations, and performance. Item 14 – Client Referrals and Other Compensation A. Compensation Received by Stonebrook Stonebrook is a fee-based advisory firm that is compensated solely by its Clients and not from any investment product. Stonebrook does not receive commissions or other compensation from product sponsors, broker- dealers or any un-related third party. Stonebrook may refer Clients to various unaffiliated, non-advisory professionals (e.g. attorneys, accountants, estate planners) to provide certain financial services necessary to meet the goals of its Clients. Likewise, Stonebrook may receive non-compensated referrals of new Clients from various third-parties. Participation in Institutional Advisor Platform As noted in item 12, Stonebrook has established an institutional relationship with Raymond James and Schwab to assist the Advisor in managing Client account[s]. As part of the arrangement, Raymond James and Schwab also makes available to the Advisor certain research and brokerage services, including research services obtained directly from independent research companies. The Advisor may also receive additional services and support. . As a result of receiving such services, the Advisor may have an incentive to continue to use or expand the use of Raymond James and Schwab’s services. The Advisor examined this potential conflict of interest when it chose to enter into these relationships and has determined that the relationship is in the best interests of the Advisor’s Clients and satisfies its Client obligations, including its duty to seek best execution. The Advisor receives access to software and related support without cost because the Advisor renders wealth management services to Clients that maintain assets at these firms. Raymond. The software and related systems support may benefit the Advisor, but not its Clients directly. In fulfilling its duties to its Clients, the Advisor endeavors at all times to put the interests of its Clients first. Clients should be aware, however, that the receipt of economic benefits from a Custodian creates a conflict of interest since these benefits may influence the Advisor's recommendation of this Custodian over one that does not furnish similar software, systems support, or services. B. Client Referrals from Solicitors Stonebrook does not engage paid solicitors for Client referrals. Item 15 – Custody Stonebrook does not accept or maintain custody of any Client accounts, except for the authorized deduction of the Advisor’s fees. All Clients must place their assets with a “qualified custodian”. Clients are required to engage the Custodian to retain their funds and securities and direct Stonebrook to utilize that Custodian for the Client’s security transactions. Clients should review statements provided by the Custodian and compare to any reports provided by Stonebrook to ensure accuracy, as the Custodian does not perform this review. For more information about custodians and brokerage practices, see Item 12 – Brokerage Practices. If the Client gives the Advisor authority to move money from one account to another account, the Advisor may have custody of those assets. In order to avoid additional regulatory requirements, the Custodian and the Advisor have adopted safeguards to ensure that the money movements are completed in accordance with the Client’s instructions. Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 17  Item 16 – Investment Discretion Stonebrook generally has discretion over the selection and amount of securities to be bought or sold in Client accounts without obtaining prior consent or approval from the Client. However, these purchases or sales may be subject to specified investment objectives, guidelines, or limitations previously set forth by the Client and agreed to by Stonebrook. Discretionary authority will only be authorized upon full disclosure to the Client. The granting of such authority will be evidenced by the Client's execution of a wealth management agreement containing all applicable limitations to such authority. All discretionary trades made by Stonebrook will be in accordance with each Client's investment objectives and goals. Item 17 – Voting Client Securities Stonebrook does not accept proxy-voting responsibility for any Client. Clients will receive proxy statements directly from the Custodian. The Advisor will assist in answering questions relating to proxies, however, the Client retains the sole responsibility for proxy decisions and voting. Stonebrook has partnered with Chicago Clearing Corporation to offer class action lawsuit administration and tracking services to Clients. Item 18 – Financial Information Neither Stonebrook, nor its management, have any adverse financial situations that would reasonably impair the ability of Stonebrook to meet all obligations to its Clients. Neither Stonebrook, nor any of its Advisory Persons, have been subject to a bankruptcy or financial compromise. Stonebrook is not required to deliver a balance sheet along with this Disclosure Brochure as the Advisor does not collect advance fees of $1,200 or more for services to be performed six months or more in the future. Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 18  Form ADV Part 2B – Brochure Supplement for Todd D. Knickerbocker Managing Partner Effective: September 25, 2024 This Form ADV 2B (“Brochure Supplement”) provides information about the background and qualifications of Todd Knickerbocker (CRD# 1999505) in addition to the information contained in the Stonebrook Private LLC (“Stonebrook ” or the “Advisor”, CRD# 325434) Disclosure Brochure. If you have not received a copy of the Disclosure Brochure or if you have any questions about the contents of the Stonebrook Disclosure Brochure or this Brochure Supplement, please contact us at (248) 349-3027. Additional information about Mr. Knickerbocker is available on the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with his full name or his Individual CRD# 1999505. Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 19  Item 2 – Educational Background and Business Experience Todd D. Knickerbocker, born in 1967, is dedicated to advising Clients of Stonebrook as a Managing Partner. Mr. Knickerbocker earned a B.A. in Finance from Hillsdale College in 1989. Additional information regarding Mr. Knickerbocker’s employment history is included below. Employment History: 03/2023 to Present 08/2005 to 06/2023 08/1989 to 08/2005 Managing Partner, Stonebrook Private LLC SVP Investments / Financial Advisor, Raymond James & Associates, Inc. Financial Advisor, Edward Jones Item 3 – Disciplinary Information There are no legal, civil or disciplinary events to disclose regarding Mr. Knickerbocker. Mr. Knickerbocker has never been involved in any regulatory, civil or criminal action. There have been no client complaints, lawsuits, arbitration claims or administrative proceedings against Mr. Knickerbocker. Securities laws require an advisor to disclose any instances where the advisor or its advisory persons have been found liable in a legal, regulatory, civil or arbitration matter that alleges violation of securities and As previously other statutes; fraud; false statements or omissions; theft, embezzlement or wrongful taking of property; noted, there are no legal, civil or disciplinary events to disclose regarding Mr. Knickerbocker. bribery, forgery, counterfeiting, or extortion; and/or dishonest, unfair or unethical practices. However, we do encourage you to independently view the background of Mr. Knickerbocker on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with his full name or his Individual CRD# 1999505. Item 4 – Other Business Activities Insurance Agency Affiliations Mr. Knickerbocker is also a licensed insurance professional. Implementations of insurance recommendations are separate and apart from Mr. Knickerbocker’s role with Stonebrook. As an insurance professional, Mr. Knickerbocker will receive customary commissions and other related revenues from the various insurance companies whose products are sold. Mr. Knickerbocker is not required to offer the products of any particular insurance company. Commissions generated by insurance sales do not offset regular advisory fees. This practice presents a conflict of interest in recommending certain products of the insurance companies. Clients are under no obligation to implement any recommendations made by Mr. Knickerbocker or the Advisor. Mr. Knickerbocker spends less than 10% of his time per month in this capacity. Item 5 – Additional Compensation Mr. Knickerbocker has additional business activities where compensation is received that are detailed in Item 4 above. Item 6 – Supervision Mr. Knickerbocker serves as the Managing Partner of Stonebrook and his compliance activities are overseen by Roseann Higgins, the Chief Compliance Officer. Ms. Higgins can be reached at (513) 977-8459. Stonebrook has implemented a Code of Ethics, an internal compliance document that guides each Supervised Person in meeting their fiduciary obligations to Clients of Stonebrook. Further, Stonebrook is Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 20  subject to regulatory oversight by various agencies. These agencies require registration by Stonebrook and its Supervised Persons. As a registered entity, Stonebrook is subject to examinations by regulators, which may be announced or unannounced. Stonebrook is required to periodically update the information provided to these agencies and to provide various reports regarding the business activities and assets of the Advisor. Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 21  Form ADV Part 2B – Brochure Supplement for Spencer J. Knickerbocker, CFP®, CFA®, CAIA® Partner and Chief Investment Officer Effective: September 25, 2024 ® ® ® , CFA , CAIA This Form ADV 2B (“Brochure Supplement”) provides information about the background and qualifications (CRD# 6363915) in addition to the information contained in of Spencer J. Knickerbocker, CFP the Stonebrook Private LLC (“Stonebrook ” or the “Advisor”, CRD# 325434) Disclosure Brochure. If you have not received a copy of the Disclosure Brochure or if you have any questions about the contents of the Stonebrook Disclosure Brochure or this Brochure Supplement, please contact us at (248) 349-3027. Additional information about Mr. Knickerbocker is available on the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with his full name or his Individual CRD# 6363915. Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 22  Item 2 – Educational Background and Business Experience ® ® ® , CFA , CAIA , born in 1993, is dedicated to advising Clients of Stonebrook as Spencer J. Knickerbocker, CFP a Partner and the Chief Investment Officer, Chief Investment Officer. Mr. Knickerbocker earned a Bachelors in Finance from Miami University in 2016. Additional information regarding Mr. Knickerbocker’s employment history is included below. Employment History: Partner and Chief Investment Officer, Stonebrook Private LLC Financial Advisor, Raymond James & Associates, Inc. Advisor Consultant, Lord Abbett & Co. 03/2023 to Present 09/2019 to 06/2023 07/2016 to 07/2019 ® ®, ® (with flame design) marks and federally registered CFP marks”) are professional certification marks granted in the United States by ® CERTIFIED FINANCIAL PLANNER™ (“CFP ”) The CERTIFIED FINANCIAL PLANNER™, CFP ® (collectively, the “CFP CERTIFIED FINANCIAL PLANNER™ Board of Standards, Inc. (“CFP Board”). ® certification is a voluntary certification; no federal or state law or regulation requires financial ® ® The CFP planners to hold CFP certification. It is recognized in the United States and a number of other countries for its (1) high standard of professional education; (2) stringent code of conduct and standards of practice; and (3) ethical requirements that govern professional engagements with clients. Currently, more than 87,000 individuals have obtained CFP certification in the United States. ® • Education marks, an individual must satisfactorily fulfill the following requirements: To attain the right to use the CFP – Complete an advanced college-level course of study addressing the financial planning subject areas that CFP Board’s studies have determined as necessary for the competent and professional delivery of financial planning services, and attain a Bachelor’s Degree from a regionally accredited United States college or university (or its equivalent from a foreign university). CFP Board’s financial planning subject areas include insurance planning and risk management, employee benefits planning, investment planning, income tax planning, retirement planning, and estate • Examination planning; ® – Pass the comprehensive CFP • Experience Certification Examination. The examination includes case studies and client scenarios designed to test one’s ability to correctly diagnose financial planning issues and apply one’s knowledge of financial planning to real-world circumstances; – Complete at least three years of full-time financial planning-related experience (or Standards of Professional Conduct • Ethics the equivalent, measured as 2,000 hours per year); and – Agree to be bound by CFP Board’s , a set of documents ® outlining the ethical and practice standards for CFP professionals. ® • Continuing Education marks: Individuals who become certified must complete the following ongoing education and ethics requirements in order to maintain the right to continue to use the CFP Code of Ethics Standards of Professional Conduct – Complete 30 hours of continuing education hours every two years, and other parts of the Standards of Professional Conduct. , Standards • Ethics including two hours on the to maintain competence and keep up with developments in the financial planning field; and – Renew an agreement to be bound by the The ® professionals provide financial planning services at a fiduciary ® professionals must provide financial planning services in the best prominently require that CFP standard of care. This means CFP interests of their clients. ® CFP Stonebrook Private LLC professionals who fail to comply with the above standards and requirements may be subject to CFP 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 23  Board’s enforcement process, which could result in suspension or permanent revocation of their CFP ® . ® ® ® ® ”) Chartered Financial Analyst™ (“CFA The Chartered Financial Analyst™ (“CFA awarded by CFA Institute. To earn the CFA ”) charter is a professional designation established in 1962 and charter, candidates must pass three sequential, six-hour ® Program test a wide range of investment ® charter holders must have at least ® ® Institute Code of Ethics and ® Institute. examinations over two to four years. The three levels of the CFA topics, including ethical and professional standards, fixed-income analysis, alternative and derivative investments, and portfolio management and wealth planning. Also, CFA four years of acceptable professional experience in the investment decision-making process and must commit to abide by, and annually reaffirm their adherence to the CFA Standards of Professional Conduct. CFA ® ”) ® designation, recognized globally, is administered by the Chartered Alternative Investment ® ® examinations at global, ® ® membership and the right to use the CAIA designation, providing is a trademark owned by CFA ™ (“CAIA Chartered Alternative Investment Analyst The CAIA ™ Analyst Association and requires a comprehensive understanding of core and advanced concepts regarding designation, finance alternative investments, structures, and ethical obligations. To qualify for the CAIA professionals must complete a self-directed, comprehensive course of study on risk-return attributes of institutional quality alternative assets; pass both the Level I and Level II CAIA proctored testing centers; attest annually to the terms of the Member Agreement; and hold a US bachelor's degree (or equivalent) plus have at least one year of professional experience or have four years of professional experience. Professional experience includes full-time employment in a professional capacity ® within the regulatory, banking, financial, or related fields. Once a qualified candidate completes the CAIA program, he or she may apply for CAIA an opportunity to access ongoing educational opportunities. Item 3 – Disciplinary Information There are no legal, civil or disciplinary events to disclose regarding Mr. Knickerbocker. Mr. Knickerbocker has never been involved in any regulatory, civil or criminal action. There have been no client complaints, lawsuits, arbitration claims or administrative proceedings against Mr. Knickerbocker. Securities laws require an advisor to disclose any instances where the advisor or its advisory persons have been found liable in a legal, regulatory, civil or arbitration matter that alleges violation of securities and As previously other statutes; fraud; false statements or omissions; theft, embezzlement or wrongful taking of property; noted, there are no legal, civil or disciplinary events to disclose regarding Mr. Knickerbocker. bribery, forgery, counterfeiting, or extortion; and/or dishonest, unfair or unethical practices. However, we do encourage you to independently view the background of Mr. Knickerbocker on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with his full name or his Individual CRD# 6363915. Item 4 – Other Business Activities Mr. Knickerbocker is dedicated to the investment advisory activities of Stonebrook’s Clients. Mr. Knickerbocker does not have any other business activities. Item 5 – Additional Compensation Mr. Knickerbocker is dedicated to the investment advisory activities of Stonebrook’s Clients. Mr. Knickerbocker does not receive any additional forms of compensation. Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 24  Item 6 – Supervision Mr. Knickerbocker serves as a Partner and the Chief Investment Officer of Stonebrook and his compliance activities are overseen by Roseann Higgins, the Chief Compliance Officer. Ms. Higgins can be reached at (513) 977-8459. Stonebrook has implemented a Code of Ethics, an internal compliance document that guides each Supervised Person in meeting their fiduciary obligations to Clients of Stonebrook. Further, Stonebrook is subject to regulatory oversight by various agencies. These agencies require registration by Stonebrook and its Supervised Persons. As a registered entity, Stonebrook is subject to examinations by regulators, which may be announced or unannounced. Stonebrook is required to periodically update the information provided to these agencies and to provide various reports regarding the business activities and assets of the Advisor. Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 25  Privacy Policy Effective: November 6, 2023 Our Commitment to You Stonebrook Private LLC (“Stonebrook” or the “Advisor”) is committed to safeguarding the use of personal information of our Clients (also referred to as “you” and “your”) that we obtain as your Investment Advisor, as described here in our Privacy Policy (“Policy”). Our relationship with you is our most important asset. We understand that you have entrusted us with your private information, and we do everything that we can to maintain that trust. Stonebrook (also referred to as "we", "our" and "us”) protects the security and confidentiality of the personal information we have and implements controls to ensure that such information is used for proper business purposes in connection with the management or servicing of our relationship with you. Stonebrook does not sell your non-public personal information to anyone. Nor do we provide such information to others except for discrete and reasonable business purposes in connection with the servicing and management of our relationship with you, as discussed below. Details of our approach to privacy and how your personal non-public information is collected and used are set forth in this Policy. Why you need to know? Registered Investment Advisors (“RIAs”) must share some of your personal information in the course of servicing your account. Federal and State laws give you the right to limit some of this sharing and require RIAs to disclose how we collect, share, and protect your personal information. What information do we collect from you? Date of birth Assets and liabilities Income and expenses Investment activity Investment experience and goals Driver’s license number Social security or taxpayer identification number Name, address and phone number[s] E-mail address[es] Account information (including other institutions) What Information do we collect from other sources? Custody, brokerage and advisory agreements Account applications and forms Investment questionnaires and suitability documents Other advisory agreements and legal documents Transactional information with us or others Other information needed to service account How do we protect your information? To safeguard your personal information from unauthorized access and use we maintain physical, procedural Stonebrook Private LLC and electronic security measures. These include such safeguards as secure passwords, encrypted file storage 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 26  and a secure office environment. Our technology vendors provide security and access control over personal information and have policies over the transmission of data. Our associates are trained on their responsibilities to protect Client’s personal information. We require third parties that assist in providing our services to you to protect the personal information they receive from us. Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 27  How do we share your information? An RIA shares Client personal information to effectively implement its services. In the section below, we list some reasons we may share your personal information. Basis For Sharing Can you limit? Do we share? Servicing our Clients Yes No We may share non-public personal information with non-affiliated third parties (such as administrators, brokers, custodians, regulators, credit agencies, other financial institutions) as necessary for us to provide agreed upon services to you, consistent with applicable law, including but not limited to: processing transactions; general account maintenance; responding to regulators or legal investigations; and Marketing Purposes credit reporting. No Not Shared Stonebrook does not disclose, and does not intend to disclose, personal information with non-affiliated third parties to offer you services. Certain laws may give us the right to share your personal information with financial institutions where you are a customer and We will only share information for purposes where Stonebrook or the client has a formal agreement with the of servicing your accounts, not for marketing purposes. financial institution. Authorized Users Yes Yes Your non-public personal information may be disclosed to you and persons that we believe to be your authorized agent[s] or Information About Former Clients representative[s]. No Not Shared Stonebrook does not disclose and does not intend to disclose, non- public personal information to non-affiliated third parties with respect to persons who are no longer our Clients. Changes to our Privacy Policy We will send you a copy of this Policy annually for as long as you maintain an ongoing relationship with us. Periodically we may revise this Policy and will provide you with a revised Policy if the changes materially alter the previous Privacy Policy. We will not, however, revise our Privacy Policy to permit the sharing of non-public personal information other than as described in this notice unless we first notify you and provide you with an opportunity to prevent the information sharing. Any Questions? You may ask questions or voice any concerns, as well as obtain a copy of our current Privacy Policy by contacting us at (248) 349-3027. Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 28  Stonebrook Private LLC 182 E Main Street, Northville, MI 48167 Phone: (248) 349-3027 | Website: https://stonebrookprivate.com Page 29