OVERBROOK MANAGEMENT CORPORATION

Item 1: Cover Page Part 2A of Form ADV: Firm Brochure Overbrook Management Corporation 280 Park Avenue, Suite 2402W New York, New York 10017 www.overbrook.com August 15, 2025 please contact us at 212-661-8710 or by email This Brochure provides information about the qualifications and business practices of Overbrook Management Corporation (“Overbrook”). If you have any questions about the contents of this Brochure, at: investorrelations@overbrook.com. Overbrook is registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”). Overbrook is subject to the Advisers Act rules and regulations adopted by the U.S. Securities and Exchange Commission (“SEC”). Registration as an investment adviser does not imply any particular level of skill or training. information about Overbrook Additional is also available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. The CRD number for Overbrook is 117884. This Brochure should be reviewed in its entirety. * * * * The information in this Brochure has not been approved or verified by the SEC or by any state securities authority. i  Form ADV Part 2A: Overbrook Management Corporation Item 2: Material Changes This item of the Brochure discusses only specific material changes that are made to the Brochure and provides clients with a summary of such changes. This is an other than annual updating amendment with the following changes: ❖ We disclose our newest private fund, Overbrook Alpha Fund, LP. and have added additional clarification on the allocation of fund expenses. Our annual updating amendment filing dated March 14, 2025 had the following changes: ❖ We have updated our regulatory assets under management and have reclassified alternative investments as non-discretionary assets under management. ❖ Overbrook has retained a new outsourced Chief Compliance Officer. Pursuant to SEC Rules, we will ensure that you receive a summary of any material changes to this and subsequent brochures within 120 days of the close of our business’ fiscal year. We will further provide you with an updated Brochure incorporating such changes as necessary or upon your request. ii  Form ADV Part 2A: Overbrook Management Corporation Item 3: Table of Contents ITEM 1: COVER PAGE .................................................................................................................................... I ITEM 2: MATERIAL CHANGES .................................................................................................................. II ITEM 3: TABLE OF CONTENTS............................................................................................................... III ITEM 4: ADVISORY BUSINESS .................................................................................................................. 1 ITEM 5: FEES AND COMPENSATION .................................................................................................... 4 ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ..................... 7 ITEM 7: TYPES OF CLIENTS....................................................................................................................... 8 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ..... 9 ITEM 9: DISCIPLINARY INFORMATION ............................................................................................16 ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS .......................17 ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING .................................................................18 ITEM 12: BROKERAGE PRACTICES ........................................................................................................23 ITEM 13: REVIEW OF ACCOUNTS ...........................................................................................................27 ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION .................................................27 ITEM 15: CUSTODY .........................................................................................................................................28 ITEM 16: INVESTMENT DISCRETION ...................................................................................................29 ITEM 17: VOTING CLIENT SECURITIES................................................................................................29 ITEM 18: FINANCIAL INFORMATION ...................................................................................................30 iii  Form ADV Part 2A: Overbrook Management Corporation Item 4: Advisory Business A. Description of the Firm Overbrook Management Corporation (“Overbrook”) (the “Investment Manager” or “we”) is a privately-owned corporation, headquartered in New York, New York. Overbrook is responsible for carrying out the day-to-day investment activities of the private funds and clients’ separately management accounts. Overbrook was founded in 1946 by the late Frank Altschul, managing partner of Lazard Frères and founder of General American Investors, to manage the wealth of the Altschul family. In 2002, Overbrook became a wealth management firm and family office to outside investors. Overbrook is wholly owned by Arthur G. Altschul, Jr. We provide a wide range of investment management and family office services to meet the needs of clients with diverse investment objectives. While the objectives may vary, particularly as they pertain to risk tolerance and equity/reserve ratios, the primary investment objective sought on behalf of clients is wealth preservation with an eye towards maximizing long-term capital appreciation. B. Types of Advisory Services As an investment adviser, we provide discretionary investment management services and design, structure and implement investment strategies for separately managed portfolio accounts. For a detailed discussion of our strategies, please see “Item 8: Methods of Analysis, Investment Strategies and Risk of Loss” below. We currently provide the following types of investment management services: Portfolio Management Services We provide discretionary and/or non-discretionary portfolio management services tailored to meet the needs and investment objectives of our clients. Based on meetings, conversations or other communications with clients, we determine their investment objectives, risk tolerance, and other relevant information ("Investment Objective and Risk Tolerance Statement”) at the beginning of our advisory relationship. We use the Investment Objective and Risk Tolerance Statement we gather to develop a strategy that enables our firm to give our clients continuous and focused investment advice. As part of our portfolio management services, we work closely with clients to determine their personal risk tolerance and investing objectives. We then monitor each portfolio’s performance on an ongoing basis and rebalance the portfolio as required by changes in market conditions and/or client financial circumstances. We provide ongoing discretionary investment management services to institutional and individual clients with respect to assets held in the client’s custodial account (collectively, “Separate Accounts”) based on customized investment objectives or guidelines, time horizons, risk tolerances, tax considerations, policies and limitations of such clients. Clients engaging us to provide discretionary portfolio management services are required to grant Overbrook 1  Form ADV Part 2A: Overbrook Management Corporation discretionary authority to manage their accounts. Discretionary authorization allows Overbrook to determine the specific securities, and the amount of securities, to be purchased or sold for each account without client approval prior to each transaction. The client will acknowledge this discretionary authority via the investment advisory agreement that documents our relationship. The discretionary authority granted to Overbrook also permits Overbrook to hire and terminate third-party advisers to manage a portion of a client’s portfolio. For many high-net-worth clients’ Separate Accounts, Overbrook provides an investment strategy covering a broad range of securities, including but not limited to large-cap equities, mid-cap equities, fixed income investments, real estate investment trusts and master limited partnerships. Additionally, for certain qualified clients, Overbrook will recommend portions of the client’s portfolio be invested in alternative investments to augment investment returns, provide diversification and reduce portfolio volatility. Alternative investments include hedge funds, private equity funds, private placements and real estate funds, among others. Alternative investment strategies are only suitable for certain types of clients. If clients enter into non-discretionary advisory agreements (“Non-Discretionary Accounts”) with Overbrook will provide recommendations from time to time as to purchases and sales of securities in client accounts but will have no authority to implement such recommendations unless specifically instructed to do so by the client. Certain Non-Discretionary Accounts may be comprised of assets held-away (e.g., assets invested in third-party alternative investment vehicles), and Overbrook will not have the ability to execute recommended transactions for such assets. The client will be solely responsible for executing any recommendations made by Overbrook with respect to such assets. Private Investment Vehicles We act as the Managing Member and the investment manager providing discretionary investment management services to a privately offered investment vehicle: Overbrook Private Equity LLC (“OPE”), as well as the investment manager to the Overbrook Core Equity Fund, L.P. (“Core Equity”) and the Overbrook Alpha Fund, LP (“Alpha Fund”) (collectively, the “Private Funds”). OPE offered investors the opportunity to participate in alternative investments, such as private equity funds managed by outside advisory firms, which would otherwise require a more substantial capital commitment. OPE is closed to new investors and is in winddown. Core Equity uses a fundamental, bottoms-up approach to identify mispriced securities. Core Equity invests in public equities across all market caps. Further details on Core Equity’s strategy are available within the Offering Memorandum. The Alpha Fund uses a fundamental, bottoms-up approach to identify mispriced securities. Alpha Fund invests in public equities across all market caps, as well as utilizing derivatives. Further details on Alpha Fund’s strategy are available within the Offering Memorandum. 2  Form ADV Part 2A: Overbrook Management Corporation The Private Funds are not registered under the Investment Company Act and their shares or interests, as applicable, are not registered under the Securities Act. Accordingly, they are not publicly offered in the United States. Such Private Funds may or may not be continuously offered. We also provide administrative services to unaffiliated private funds which were previously under Overbrook’s management. For more details regarding the Private Funds, please refer to Section 7.B. of Schedule D of Part 1 of Overbrook’s Form ADV which is publicly available at www.adviserinfo.sec.gov. Family Office & Reporting Services We provide family office services to many clients in addition to investment advisory services. Family office services include but are not limited to: coordination of tax and estate planning, bill- paying and expense management, cash flow/liquidity management, domestics’ payroll, tax assistance, bookkeeping, and various personal concierge services. We also offer reporting services to our clients separately from investment advisory services. Reporting services include preparation of quarterly reports consolidating client investment assets managed by Overbrook, if any, with those managed by other investment advisers or the client directly. Certain clients can receive family office services and/or reporting services only; with no investment advice provided to these clients. C. Client Tailored Services and Client Tailored Restrictions We generally offer the same type of investment management services to all of our clients. We enter into discretionary and, on a limited basis, non-discretionary investment management agreements with our clients. See Item 16 for additional information on discretionary and nondiscretionary services. Clients may impose reasonable restrictions in investing in certain securities or other assets in accordance with their particular needs. However, we may decide not to accommodate investment restrictions deemed unduly burdensome or materially incompatible with Overbrook’s investment approach. We have entered into discretionary investment management agreements with the Private Funds. Services are performed in accordance with the terms of each such agreement. Each Private Fund may impose investment restrictions as it deems appropriate. Such investment restrictions are typically set forth in the offering memorandum (the “Offering Memorandum”) for each Private Fund. D. Wrap Programs Overbrook does not participate in wrap programs. 3  Form ADV Part 2A: Overbrook Management Corporation E. Assets Under Management Total Date Calculated: Discretionary Amounts: Non-Discretionary Amounts: $ 742,224,516 $309,734,859 $1,051,959,375 December 31, 2024 Item 5: Fees and Compensation A. Fee Schedule I. SEPARATE ACCOUNTS Overbrook’s standard fees are set forth below. Please see Item 7 for the minimum account size requirements. Management fees for Separate Accounts are based on a percentage of the market value of the assets held in the Separate Account and range from 0.50% to 1.25% of assets under management depending upon the services provided. Overbrook charges .50% - .75% per annum, billed quarterly in either advance or arrears for sourcing and monitoring an alternative investment. Unlike most of the underlying funds, Overbrook’s fee is based on invested capital and not committed capital. Overbrook’s Separate Account fees may vary from time to time depending on a variety of factors including, but not limited to, services provided, account size, investment allocation (i.e. fixed income vs. equity) and the type and number of other accounts under management with Overbrook. There may also be differences in fees paid by certain legacy clients based on account inception dates. Investment advisory fees are billed quarterly based on the market value as of the last day of the quarter. II. PRIVATE FUNDS Compensation and Fee Schedule All investors should review the Offering Memorandum in conjunction with this brochure for complete information on the fees and compensation payable with respect to the Private Funds. All clients are either “accredited investors,” or “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and therefore disclosure of this information herein is not required. 4  Form ADV Part 2A: Overbrook Management Corporation Pursuant to the Investment Managers’ investment management agreement with OPE, the Investment Manager can receive a management fee. III. NON-DISCRETIONARY ACCOUNT SERVICES Non-Discretionary Account fees vary but in general they are consistent with the fee schedule described above for Separate Accounts. IV. FAMILY OFFICE & REPORTING SERVICES Family office and reporting services are generally non-advisory in nature. Accordingly, they are typically billed at a lower rate than the average rate charged to advisory clients. Fees are usually charged either annually or quarterly on a fixed fee or project basis. Such fee arrangements are entered into with the client based upon the services to be provided. B. Payment Method Calculation and Payment of Fees: Separate Accounts — Management fees are generally charged and collected quarterly in arrears. Generally, clients have provided Overbrook with the authority to directly debit fees from their accounts. All clients receive an invoice detailing the fee calculation for their review. For certain accounts, management fees are computed and collected quarterly in advance. Private Funds—Investors should refer to the applicable Offering Memorandum with respect to calculation and payment of fees. Non-Discretionary Accounts—Payment of Non-Discretionary Account fees vary but in general are consistent with the basic fee information and terms described above for Separate Accounts. Family Office and Reporting Services—Fees are generally determined annually and are billed either quarterly or annually. Valuation for Fee Calculation Purposes: Separate Accounts and Non-Discretionary Accounts—In general, management fees for Separate Accounts and Non-Discretionary Accounts are valued on the basis of the last traded sales price of the preceding calendar quarter which Overbrook obtains from an independent source. Valuations reported and utilized by Overbrook to calculate fees can in some cases vary from valuations reported by custodians. Private Funds—Investors should refer to the applicable Offering Memorandum for more information with respect to the valuation of fund assets. 5  Form ADV Part 2A: Overbrook Management Corporation C. Other Fees and Expenses In addition to the investment management fee paid to the Investment Managers, clients pay other fees associated with their accounts and investments. Such fees include the following: Custodial Fees—Typically, Separate Account and Non-Discretionary Account clients elect to have account assets held in the custody of a bank, trust company, broker-dealer or other qualified custodian selected by the client. The client will bear any custodial fees or trade-away fees associated with such account. Brokerage Fees—Client accounts generally must bear all brokerage commissions, concessions and mark-ups for securities transactions effected for the account. See Item 12. Additional Fees Related to Investments in Private Funds— Subject to the investment guidelines of a Separate Account, Overbrook may invest Separate Accounts in non-affiliated investment companies and other pooled investment vehicles (collectively, “Non-Affiliated Funds”). On occasion and subject to the investment guidelines of the Separate Account and applicable law, Overbrook may also recommend Separate Accounts invest in the Private Fund for which Overbrook acts as investment manager. Client should be aware that assets that are invested in Non-Affiliated Funds will be subject to two levels of advisory fees-Overbrook’s advisory fee and the advisory fee paid to the manager of the Non-Affiliated Funds. Client assets that are invested in Non-Affiliated Funds may also incur other fees and expenses associated with their investments in such funds. These expenses will generally include brokerage and other transaction-related costs and the fees and expenses of other service providers to these funds such as custodians, transfer agents, administrators, valuation agents, directors, auditors and counsel. In addition, the Private Fund and Non-Affiliated Funds may themselves invest in other funds as described in each Private Fund’s offering memorandum, prospectus or other offering documents. To the extent a Private Fund or Non-Affiliated Fund invests in another underlying fund, it will bear the costs and expenses associated with an investment in that underlying fund. Client assets that are invested in OPE and Core Equity will not be subject to two levels of Overbrook advisory fees. Our advisory fee associated with the underlying client account will be waived. Investors should refer to the Offering Memorandum for the Private Funds for further information with respect to fees. Private Fund Additional Fees and Expenses: Generally, where an expense is of the type expected by custom to be borne by an adviser, such as office leases and employee salaries, Overbrook will pay for the expense. Where an expense is exclusive to an investment activity or operating cost of a particular Private Fund, the Private Fund will incur the expense. Where expenses are shared, Overbrook seeks to allocate expenses between and among Overbrook and the Private Funds, or between or among the Private Funds, in a fair and equitable manner. In all situations, Overbrook seeks to allocate expenses in conformity with the governing documents. 6  Form ADV Part 2A: Overbrook Management Corporation D. Prepayment of Fees and Refunds Separate Accounts—As described in Item 5.B., Separate Account management fees are generally paid in arrears but may be payable quarterly in advance. Separate Account clients who pay fees in advance are entitled to pro-rata reimbursement of that portion of the quarterly investment management fee paid for any portion of the quarter remaining as of the date the investment advisory relationship terminates. Private Funds. Investors should refer to the applicable Offering Memorandum for information regarding payment and refund of fees. Investors may be limited in their ability to terminate their participation in the Private Funds. Family Office & Reporting Services. Any prepaid fees will be refunded according to the type of account and agreement in the event Overbrook’s services are terminated. Non-Discretionary Accounts—Payment of Non-Discretionary Account fees vary but are generally consistent with the basic fee information and terms described above for Separate Accounts. E. Sales Compensation Neither Overbrook nor any of its supervised persons receive compensation for the sale of any investment interests, including in the Private Funds. Item 6: Performance-Based Fees and Side-By-Side Management Performance-Based Fees Presently, Overbrook does not charge any “Performance-Based Fees,” fees that are based on a share of the capital gains or capital appreciation of the assets of a client account. Allocation of Investment Opportunities and Conflicts of Interest Overbrook provides investment advisory services to various clients. A number of conflicts of interest may arise in connection with the management of Separate Accounts, the Private Funds or other clients. Overbrook and its affiliates undertake to provide their services in a manner consistent with their fiduciary duties to the clients. To manage conflicts of interest arising from the side-by-side management of client accounts, Overbrook performs a periodic review of Separate Accounts’ investment strategies versus actual holdings, as well as performance dispersion analysis of Separate Accounts managed according to the same investment strategy. Separate Accounts are also periodically monitored for consistency with stated objectives and strategy. Overbrook has also adopted policies and procedures regarding the allocation of investment opportunities between its Separate Accounts and Private Funds. 7  Form ADV Part 2A: Overbrook Management Corporation Item 7: Types of Clients Overbrook provides investment advisory services to high-net-worth individuals and institutional clients, including pension plans, trusts, charitable organizations, foundations, corporations, other business entities, and unregistered investment vehicles. Set forth below are the minimum account requirements for Overbrook’s accounts: Separate Accounts: There is a minimum account size of $1 million for Separate Accounts. Overbrook may accept smaller accounts at its discretion. Private Funds: Investors in the Private Funds must attest that they are “accredited investors” under Regulation D under the Securities Act or that they qualify as “qualified purchasers” under Section 2(a) (51) (A) of the Investment Company Act as required by the Private Funds before making an investment. The minimum investment required by an investor varies depending on the Private Fund and in each case is subject to waiver by Overbrook as the Private Fund’s managing member or general partner. Investors should review the Offering Memorandum for each relevant Private Fund for further information with respect to minimum requirements for investment. Non-Discretionary Accounts: The minimum account size for Non-Discretionary Accounts generally is consistent with the information described above for Separate Accounts. 8  Form ADV Part 2A: Overbrook Management Corporation Item 8: Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analyses The investment advice we provide to Separate Account clients is primarily driven by each client’s personal investment preferences. Client preference is based upon numerous factors including the client's investment objectives and goals, personal risk assessment, asset class preferences, investment horizon, liquidity needs, generational requirements, charitable desires, estate planning and tax considerations. We consider these client factors in light of the current market landscape, including available asset classes, asset class returns (historical and projected) and correlations, various asset class risk metrics, and general global and domestic economic conditions. Overbrook employs a rigorous, bottoms-up fundamental research process that includes deep due diligence on individual securities, including multi-year financial modeling, proprietary valuation analysis, competitive positioning assessments, management reviews, and scenario risk modeling. Our team members evaluate company-specific drivers of value, including financial condition, unit economics, capital allocation discipline, management credibility, and industry dynamics. The research team develops proprietary financial models and scenario analyses to assess downside risk and upside potential under a range of macro and micro conditions. We seek to engage in deep due diligence, including from time to time, incorporating site visits, industry conferences, trade shows, supply chain queries, and converse with industry experts where relevant. We also analyze a company’s financial statements, details regarding the company’s product line(s), the experience and expertise of the company’s management, and the outlook for the company and its industry. The resulting data is used to measure our valuation of the company’s stock compared to the current market value. Risk management is an integral part of our investment process. Overbrook monitors portfolio exposures, liquidity, volatility, and concentration risk on an ongoing basis at both the individual security and portfolio level. We utilize qualitative and quantitative tools to assess risk-adjusted return potential and to stress-test portfolios for extreme scenarios. Client-specific guidelines are embedded into our systems to ensure compliance with investment mandates and restrictions. Sources of Information In addition to using publicly available information, Overbrook applies a disciplined investment process that includes systematic screening, watchlist management, bottom-up due diligence, and active portfolio oversight. These internally developed research insights complement public data to inform the firm’s investment decisions. While third-party research may be referenced as part of the mosaic, investment decisions are driven by internally derived, high-conviction views based on firsthand analysis, including: 9  Form ADV Part 2A: Overbrook Management Corporation • leverage proprietary internal models and scenario analysis tools, complemented by publicly available filing and vetted third-party research; • quarterly earnings releases, annual reports, prospectuses, and filings with the SEC; • company press releases, presentations and interviews (in person or by telephone); • third party research, including but not limited to, contact with outside analysts and consultants; • financial publications; • newspapers, magazines, websites, trade journals; • research materials prepared by others; • inspections of corporate activities; • charts, statistical material and analysis; and • such other material as is appropriate under the particular circumstances In addition, we are in contact with management of issuers whose securities are of interest to Overbrook, either through meetings, attendance at seminars or analyst meetings, or telephone. With respect to the Private Funds, Overbrook evaluates investments based on a variety of factors as described in the Offering Memorandum for each Private Fund. Investment Strategies We deploy strategies based on a fundamental risk-adjusted return framework. Trade sizing and portfolio weight reflect our bottom-up conviction, as well as diversification and liquidity constraints, among other factors. Under our investment management agreements with Separate Account clients, we are authorized to employ any investment strategy and enter into any type of investment transaction that we deem appropriate for the client in accordance with each client’s investment objective and subject to any investment guidelines and restrictions imposed by a client in the investment management agreement for the account. We may use one or more of the following investment strategies: Long-Term Purchases – securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. 10  Form ADV Part 2A: Overbrook Management Corporation Short-Term Purchases – securities purchased with the expectation that they will be sold within a relatively brief period of time, generally less than one year, to take advantage of the securities’ short-term price fluctuations. Options – a securities transaction that can provide a greater potential for profit or loss than an equivalent investment in the underlying asset. The value of an option may decline because of a change in the value of the underlying asset relative to the strike price, the passage of time, changes in the market’s perception as to the future price behavior of the underlying asset, or any combination thereof. In the case of the purchase of an option, the risk of loss of an investor’s entire investment (i.e., the premium paid plus transaction charges) reflects the nature of an option as a wasting asset that may become worthless when the option expires. Where an option is written or granted (i.e., sold) uncovered, the seller may be liable to pay substantial additional margin, and the risk of loss is unlimited, as the seller will be obligated to deliver, or take delivery of, an asset at a predetermined price which may, upon exercise of the option, be significantly different from the market value. Short-Term Trading—we may use short-term trading (in general, selling securities within 30 days of purchasing the same securities) as an investment strategy when managing client accounts. Short-term trading is not a fundamental part of our overall investment strategy, but we may use this strategy occasionally when we determine that it is suitable given a client’s stated investment objectives and tolerance for risk. We may use investment strategies that involve buying and selling securities frequently in an effort to capture significant market gains and avoid significant losses during a volatile market. However, frequent trading can negatively affect investment performance, particularly through increased brokerage and other transactional costs and taxes. We are opportunistic, value-oriented investors, but we also maintain the flexibility to invest across styles, sectors and geographies to seek risk-adjusted returns. Risk management is embedded into our investment process through both position sizing and rigorous ongoing monitoring. When appropriate, we will recommend to clients investments in numerous asset classes and investment strategies, including, but not limited to, the following: Cash: short-term, money market instruments, FDIC-insured certificates and US Treasury Bills, as well as other cash-equivalent holdings; 11  Form ADV Part 2A: Overbrook Management Corporation Fixed Income: government, sovereign, corporate, municipal, agency, mortgages, collateralized, domestic, international and other types of fixed income assets or multi- strategies, both investment-grade and non-investment-grade; Equities: common stock, exchange traded funds, mutual funds, preferred stock, master limited partnerships, and real estate investment trusts of domestic and international companies, of varying sectors and market capitalization; Hedge Funds: private investment pools with sophisticated strategies that may buy and/or sell equity and debt instruments, commodities and other financial instruments deemed appropriate, and which display characteristics intended to limit the portfolio’s downside risk profile; Private Equity: equity and debt of illiquid, privately held companies; royalty streams; and secondary interests in private equity partnerships; and Real Estate: equity and debt in both public and private real estate across multiple property types. The principal investment strategy for the Private Funds is more particularly described in such Private Fund’s Offering Memorandum. Prospective investors in the Private Funds should carefully read each Private Fund’s Offering Memorandum and consult with their own counsel and advisers as to all matters concerning an investment in a Private Fund. As financial markets and products evolve, Overbrook may invest in other securities or instruments, whether currently existing or developed in the future, when consistent with client guidelines, objectives, Overbrook policies and applicable law. Subject to firm-wide policies on suitability and conflicts of interest and compliance with securities laws and regulations, the purchase and sale of securities and other financial instruments for client accounts is based upon the judgment of the portfolio managers. B. Material Risks Investments in securities and other financial instruments involve risk of loss that investors must be prepared to bear. This is a summary only and not every strategy may invest in each type of security or other asset discussed below nor will all accounts be subject to all the risks below. Separate Account and Non-Discretionary Account clients should review the investment guidelines associated with their account and should contact Overbrook for more information about the strategies and risks present in their account. Private Fund 12  Form ADV Part 2A: Overbrook Management Corporation investors should review the Offering Memorandum and other offering documents for further information relating to the strategies and risks associated with the particular Private Fund. Risks of methods of analysis: Fundamental Analysis - 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. Risks of specific investment strategies: Equity Securities. By investing in stocks, Overbrook may expose a client account to a sudden decline in the share price or to an overall decline in the stock market. The value of investments held in a client account will fluctuate daily and cyclically based on changes in the issuer’s financial condition and prospects and on overall market and economic conditions. Small-Cap Companies. Investments in small-cap companies may involve greater risks than investments in larger, more established companies, such as limited product lines, distribution channels and financial and managerial resources. The securities of small-cap companies may have greater price volatility and less liquidity than the securities of larger capitalized companies and may be more difficult to value. Foreign Securities. Foreign investments tend to be more volatile than U.S. securities and are subject to risks that are not typically associated with U.S. securities. For example, such investments may be adversely affected by changes in currency rates and exchange control regulations, unfavorable political, social and economic developments and the possibility of seizure or nationalization of companies or imposition of withholding taxes on income. Moreover, less information may be publicly available concerning certain foreign issuers than is available concerning U.S. companies. Foreign markets tend to be more volatile than the U.S. market due to economic and political instability, social unrest and regulatory conditions in some countries. Mutual Funds. Mutual funds may invest in different types of securities, such as value or growth stocks, real estate, investment trusts, corporate bonds, cryptocurrency, or U.S. government bonds. Because mutual funds own different types of investments, performance will be affected by a variety of factors. The value of your investment in a mutual fund will vary from day to day as the values of the underlying investments in a mutual fund vary. Such variations generally reflect changes in interest rates, market conditions and other company and economic news. These risks may become magnified depending on how much a fund invests or uses certain strategies. A mutual fund’s principal market segment(s), such as large-cap, mid-cap or small-cap stocks, or growth or value stocks may underperform other market segments or the equity markets as a whole. You can find additional information regarding these risks in the respective mutual fund’s prospectus. Exchange-Traded Funds (ETFs). ETFs are typically investment companies that are legally classified as open-end mutual funds or unit investment trusts. ETFs differ from traditional mutual funds in that ETF shares are listed on a securities exchange. Shares can be bought and sold throughout the trading 13  Form ADV Part 2A: Overbrook Management Corporation day like shares of other publicly traded companies. ETF shares may trade at a discount or premium to their net asset value. This difference between the bid price and ask price is often referred to as the “spread.” The spread varies over time based on the ETF’s trading volume and market liquidity. It is generally lower if the ETF has high trading volume and market liquidity and higher if the ETF has low trading volume and market liquidity. Liquidity risks are higher for ETFs with a large spread. ETFs may be closed and liquidated at the discretion of the issuing company. Derivatives. Derivative instruments, or “derivatives,” include futures, options, swaps, structured securities and other instruments and contracts that are derived from, or the value of which is related to, one or more underlying securities, financial benchmarks, currencies, or indices. Derivatives allow an investor to hedge or speculate upon the price movements of a particular security, financial benchmark currency or index at a fraction of the cost of investing in the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are several other risks associated with derivatives trading. For example, because many derivatives are “leveraged,” and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement can not only result in the loss of the entire investment, but may also expose the client to the possibility of a loss exceeding the original amount invested. Derivatives may also expose investors to liquidity risk, as there may not be a liquid market within which to close or dispose of outstanding derivatives contracts, and to counterparty risk. The counterparty risk lies with each party with whom the client contracts for the purpose of making derivative investments (the “Counterparty”). In the event of the Counterparty’s default, the client will only rank as an unsecured creditor and risks the loss of all or a portion of the amounts it is contractually entitled to receive. Fixed Income Securities. The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions of an issuer’s creditworthiness. Generally, fixed income securities decrease in value if interest rates rise and increase in value if interest rates fall, with lower rated securities more volatile than higher rated securities. The duration of these securities affects risk as well, with longer term securities generally more volatile than shorter term securities. High Yield Bonds. Fixed income securities that are below investment grade or unrated involve greater risks of default and are more volatile than investment grade securities. High yield bonds involve a greater risk of price declines than investment grade securities due to actual or perceived changes in an issuer’s creditworthiness. In addition, issuers of high yield bonds may be more susceptible than other issuers to economic downturns, which may result in a weakened capacity of the issuer to make principal or interest payments. High yield bonds are subject to a greater risk that the issuer may not be able to pay interest and ultimately to repay principal upon maturity. General Investment Risks: Concentration. Client accounts may hold a relatively small number of securities. Losses incurred in such securities could have a disproportionate effect on the account’s overall financial condition. Portfolio Management. The performance of a client account depends on the skill of Overbrook’s ability to make appropriate investment decisions. 14  Form ADV Part 2A: Overbrook Management Corporation Portfolio Turnover. Buying and selling securities generally involves some expense to a client account, such as commissions and other transaction costs. Generally, the higher an account’s portfolio turnover, the greater its brokerage costs and the greater the likelihood that it will realize taxable capital gains. Increased brokerage costs may adversely affect an account’s performance. Market Risk. The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic and social conditions may trigger market events. Interest Rate Risk. Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive. Investment Risk. When securities are sold, they could be worth less than the purchase price paid. As with any investment, clients may lose some or all of their invested capital. Liquidity Risk. Liquidity is the ability to readily convert an investment into cash. Generally, readily available products such as Treasury Bills are highly liquid, while private funds and real estate properties are not. Inflation Risk. Investment income and principal will have less purchasing power than anticipated if the inflation rate is higher than expected. Reinvestment Risk. This is the risk that future proceeds from investments may have to be reinvested at potentially lower rates of return based on then current market conditions. This primarily relates to fixed income securities. Business Risk. These risks are associated with a particular industry or a particular company within an industry. For example, oil‐drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity regardless of the economic environment. Financial Risk. Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in financial distress, bankruptcy and/or a declining market value. Cybersecurity Risk The computer systems, networks and devices used by Overbrook to conduct business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections, systems, networks, or devices potentially can be breached. A client could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. 15  Form ADV Part 2A: Overbrook Management Corporation Cybersecurity breaches may cause disruptions and impact business operations, potentially resulting in financial losses to a client; interference with Overbrook’s ability to calculate the value of an investment; prevent trading; the inability for Overbrook to transact business; violation of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting: issuers of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions; and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any future cybersecurity breaches. Therefore, such issues could lead to losses on investment opportunities for any model investment strategy and any client account, otherwise prevent Overbrook from successfully executing a model investment strategy or require a model strategy or any client account to dispose of investments at a loss while such adverse conditions prevail. Force Majeure. Portfolio investments may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, demographic changes, government macroeconomic policies, social instability, etc.). Some force majeure events may adversely affect the ability of a party (including public companies invested in) to perform its obligations until it is able to remedy the force majeure event. These risks could, among other effects, adversely impact the cash flows available from a public company, cause personal injury or loss of life, damage property, or instigate disruptions of service. In addition, the cost to a public company of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Force majeure events that are incapable of or are too costly to cure may have a permanent adverse effect on a public company. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which the Separate Accounts may invest specifically. Additionally, a major government intervention into industry, including the nationalization of an industry or the assertion of control over one or more public companies or its assets, could result in a loss to the Separate Accounts, including if the investment in such public companies is canceled, unwound or acquired (which could be without adequate compensation). Item 9: Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of Overbrook or the integrity of Overbrook’s management. Overbrook has no information applicable to this Item. 16  Form ADV Part 2A: Overbrook Management Corporation Item 10: Other Financial Industry Activities and Affiliations Overbrook has the following relationships or arrangements with related persons that are material to its advisory business or its clients: Investment Company or other pooled investment vehicle: Overbrook acts as adviser and managing member or general partner of the Private Funds. Subject to the investment guidelines and applicable law, Overbrook may invest Separate Accounts and Non-Discretionary Accounts in the Private Funds. See Item 5.C regarding additional fees and expenses associated with investments in the Private Funds. We have a conflict of interest to the extent that we recommend or invest client accounts in the Private Funds (rather than in unaffiliated mutual funds or private fund vehicles) because Overbrook will benefit from increased subscriptions to the Private Funds. Although we advise clients as to the appropriateness of investing in the Private Funds, we do not receive any compensation for doing so (except to the extent that we receive advisory and other fees from the Private Funds) or for selling interests in the Private Funds. We can, from time to time, suggest to prospective advisory clients the purchase of interests in the Private Funds. Arthur G. Altschul, Jr, the sole shareholder of Overbrook, has agreed to serve as Chairman of an advisory board of a non-affiliated private equity firm, which some of its entities are being recommended to Overbrook clients. Chairing this advisory board would not involve Mr. Altschul being a fiduciary, officer or director of this firm. Regardless, there is a conflict of interest in Overbrook’s recommendation of this private equity firm, in that Mr. Altschul could indirectly benefit from the investments made by Overbrook clients. Overbrook will only recommend an investment in these opportunities after the proper due diligence on the investment has been performed and Overbrook believes it is a suitable investment for clients. Overbrook and persons associated with Overbrook are permitted to buy or sell securities, including private placements, which it also recommends to clients consistent with Overbrook’s policies and procedures. Selection of Other Investment Advisers: Overbrook can engage other advisers to function as sub-advisers for its Separate Accounts. In connection with the selection of potential sub-advisers, Overbrook makes recommendations and/or selections of underlying investment managers for these accounts. The factors that we use to determine to engage an external investment manager include, but are not necessarily limited to reputation, management strength, performance record, philosophy, the continuity of management, service to clients, minimum dollar investment requirements and fees. Third party money managers have full investment discretion and trading authority and have sole responsibility for the implementation of their portion of the investment program with respect to any account for which investment discretion has been delegated by the client and accepted by the third-party manager. 17  Form ADV Part 2A: Overbrook Management Corporation Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics As an investment adviser, we stand in a position of trust and confidence with respect to our clients and have a fiduciary duty to place the interests of our clients before the interests of Overbrook and its officers and employees (collectively, “Employees”). In order to assist in meeting our obligations as a fiduciary, we have in place a Code of Ethics (the "Code") that requires: • The interests of the clients take precedence over the interests of Overbrook and its Employees. • All personal securities transactions are conducted in a manner consistent with the Code and avoid any actual or potential conflicts of interest or any abuse of an employee's position of trust and responsibility. • Employees do not take inappropriate advantage of their positions at any time. • Information concerning the identity of securities and financial circumstances of the clients is kept confidential. The Code contains detailed policies discussing Overbrook’s compliance with applicable federal securities laws, its insider trading policies, pre-clearance requirements, personal securities transaction reporting, and its gifts and entertainment policy, among other topics. Employees are required to certify to their compliance with the Code on an annual basis. Overbrook will provide a copy of the Code to any current or prospective client upon request to the Chief Compliance Officer. B. Participation or Interest in Client Transactions Overbrook can participate or have an interest in client transactions as described below. Overbrook makes investment management decisions based upon our understanding of each client’s particular circumstances. We can give advice and recommend securities to certain client accounts that may differ from advice given to, or securities recommended or bought for, other client accounts, even though their investment programs can be the same or similar. 1. Principal and Agency Transactions Overbrook and its related persons do not engage in principal transactions with Overbrook’s clients, nor do they engage in agency cross transactions. 18  Form ADV Part 2A: Overbrook Management Corporation Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account, buys from, or sells any security to, an advisory client. A principal transaction would occur if Overbrook bought securities for its own inventory from an Overbrook advisory client or sold securities from its inventory to an Overbrook advisory client. If an adviser, its affiliates or their respective principals own a substantial equity interest in an account managed by the adviser, transactions involving that account and another client could be characterized as a principal transaction. For example, if Overbrook, its affiliates or Employee have a substantial equity interest in a private fund, the transfer of securities from such private fund’s account to an Overbrook Separate Account could be a principal transaction. An “agency cross transaction” is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. 2. Cross Transactions It is Overbrook’s policy not to engage in buying or selling of securities from one client account to another (typically referred to as a cross trade). Cross trades may give rise to conflicts of interest between clients. For example, one client could be advantaged to the detriment of another client if the securities being exchanged are not priced in a manner that reflects their fair value. In addition, we could use our investment authority to transfer unappealing securities from one client to another client. Most trades made for client accounts will be executed through the open market. We may engage in cross trading under limited circumstances. However, we will only do so when we believe it is in the best interest of both clients. In such circumstances, neither we nor our affiliates will receive transaction-based compensation from the trade. 3. Financial Interests in Securities or Investment Products From time to time, employees of Overbrook may recommend to Overbrook’s clients that they buy or sell securities in which Overbrook, or a related person has a financial interest or may recommend an investment in the Private Funds. Overbrook has a conflict of interest to the extent that it recommends or invests client accounts in the Overbrook Private Funds (rather than in unaffiliated mutual funds or private fund vehicles) because Overbrook may benefit from increased subscriptions to the Private Funds. Overbrook’s policies and procedures, together with its investment process, seek to ensure that all accounts are managed consistent with their investment objectives and guidelines and consistent with Overbrook’s fiduciary obligations. 19  Form ADV Part 2A: Overbrook Management Corporation 4. Employee Investment in Overbrook Products Employees of Overbrook may be investors in the Private Funds. Any such investments are made in conformity with the Code which includes procedures regarding personal investing. 5. Buying and Selling Securities That Are Recommended to Clients We can recommend to our clients investments in which Employees are also invested. Additionally, Overbrook personnel are permitted to invest directly in the Private Funds and to trade in securities also held by our clients. Overbrook’s Code includes personal trading policies and procedures to address any potential conflicts which may arise. See Item 11.C. C. Personal Trading Employees, from time to time, can invest for their own accounts directly or through the Private Funds in equity, fixed income, or other investments in which Overbrook may also invest on behalf of client accounts. Moreover, in accordance with Overbrook’s blackout policies further described below, Employees may buy, sell or hold securities while entering into different investment decisions for one or more client accounts. Such investments are made in accordance with our Code to avoid any conflicts of interest. It is Overbrook’s policy to monitor and, in some cases, prohibit personal securities transactions for Overbrook and its Employees. Key aspects of the employee trading policies and procedures include: ➢ Employees are subject to a one business day blackout period; ➢ Prohibitions against Employee participation in any trading on the basis of material non- public information (“MNPI”); ➢ Prohibitions against front running; ➢ Pre-approval requirements for certain security transactions such as private placement offerings or IPOs; ➢ Annual holdings report and quarterly transaction reporting by each Employee, and ➢ Annual attestation of receipt and compliance with the Code and Compliance Manual. Nothing in this personal trading policy shall impede or restrict Overbrook in its discretion from trading for any client, Separate Account or Private Fund at any time it sees fit, subject to any limitations imposed under the securities laws and other regulations. Specifically, the blackout period that restricts Supervised Persons’ personal trading should not in any way limit or otherwise affect Overbrook’s trading for any client, Separate Account or Private Fund. 20  Form ADV Part 2A: Overbrook Management Corporation D. Other Conflicts of Interest 1. Non-Public Material Inside Information/Insider Trading Our Code includes policies and procedures that are reasonably designed to prevent the misuse by Overbrook and its Employees of MNPI. MNPI procedures are designed to be in accordance with the requirements of the Advisers Act and other federal securities laws. In general, under the MNPI procedures and applicable law, when Overbrook is in possession of MNPI related to a publicly- traded security or the issuer of such security, whether acquired unintentionally or otherwise, neither Overbrook nor its Employees are permitted to render investment advice as to, or otherwise trade or recommend a trade in, the securities of such issuer until such time as the information is no longer deemed to be MNPI. By reason of our various activities, we may have access to MNPI or be restricted from effecting transactions in certain investments that might otherwise have been initiated. We have adopted policies and procedures reasonably designed to, among other things, control and monitor the flow of inside information to and within our organization, as well as prevent trading based on MNPI. Notwithstanding such policies and procedures, there may be certain cases where we either may receive inside information due to our various activities on behalf of clients or may be restricted in acting for clients, resulting in limited liquidity or using such information for the benefit of certain clients in specific securities. We seek to minimize those cases whenever possible, consistent with applicable law and our MNPI policy, but there can be no assurance that such efforts will be successful and that such restrictions will not occur. 2. Gifts/Gratuities/Entertainment Due to the potential for conflicts of interest, Overbrook has established procedures relating to the provision and receipt of business gifts and entertainment. Employees are prohibited from providing or receiving business gifts or entertainment that are excessive, inappropriate or intended to inappropriately influence recipients. 3. Outside Business Activities Certain types of outside affiliations or other activities may pose a conflict of interest or regulatory concern to Overbrook. Therefore, the Employee Handbook and the Code prohibits certain activities, and requires Employees to disclose outside activities so that responsible personnel may assess the compatibility of the outside affiliation or activity with their role at Overbrook. 4. Side by Side Management of Different Types of Accounts Overbrook and its employees will manage multiple client accounts that have different investment strategies, financial goals, or compensation arrangements. As a result, Overbrook and its personnel may have varying financial or personal interests across these accounts. This structure can create potential conflicts of interest. For example: 21  Form ADV Part 2A: Overbrook Management Corporation • Investment decisions made for one account may affect other accounts, particularly when accounts follow similar strategies, compete for the same investment opportunities, or have opposing positions. • Overbrook or its personnel may have greater financial incentives tied to certain accounts, such as through ownership interests or compensation arrangements, which may unintentionally influence the treatment of those accounts. These situations may lead to concerns around favoring certain accounts, particularly when allocating securities transactions or investment opportunities. To address these conflicts, Overbrook has implemented policies and procedures designed to: (i) ensure that all investment decisions are made in the best interest of each client, in accordance with Overbrook’s fiduciary duty; (ii) prevent consideration of Overbrook’s or its employees’ personal financial interests in the decision-making process; and (iii) allocate investment opportunities fairly and equitably across client accounts. For more information, see Item 12.B regarding Overbrook’s trade allocation and aggregation policies. 22  Form ADV Part 2A: Overbrook Management Corporation Item 12: Brokerage Practices A. Criteria for Selection of Broker-Dealers In General—Brokerage Selection Generally, where Overbrook has discretionary authority for an account, Overbrook has discretion to purchase and sell securities and to select the broker-dealer. In choosing brokers to effect securities transactions, we consider a variety of factors, including the broker’s involvement and expertise with respect to a particular industry, security, transaction, the broker’s execution and settlement capabilities, the quality of research services provided and the broker’s level of service with respect to transactions for our clients generally. In that connection, we will consider any research ideas or research reports prepared by the broker, research reports prepared by third- party consultants or other market or research information whether written or oral provided by a broker which enhances our investment research and portfolio management capability generally. The rate per share paid to brokers is determined based upon the research and other services provided by the broker. We pay a rate deemed reasonable and fair given the broker’s level of service provided, the size of the accounts, and the amount of activity. We may select brokers who charge a commission in excess of that charged by other brokers, if we determine in good faith that the commission to be charged is reasonable in relation to the brokerage and research services provided. Ultimately though, this might result in certain Separate Client accounts being subjected to trade-away fees by their broker or custodian. Additionally, with certain custodians, we will establish transaction-based pricing arrangements rather than asset-based pricing when we believe this will result in lower overall expenses for the client. Client assets may be managed externally by third party managers in separately managed accounts. Client assets may also be invested in unaffiliated pooled investment vehicles such as private equity funds or hedge funds. For these investments, which are made upon our recommendation but with the approval of the client, Overbrook does not have authority to determine securities bought or sold, the number of securities to be bought or sold, the broker or dealer used or the commission rates paid. Research and Other Soft Dollar Benefits We will consider the value of various research services or products, beyond execution, that a broker-dealer provides to our clients and us. Selecting a broker-dealer in recognition of such other services or products is known as paying for those services or products with “soft dollars.” Because many of those services could benefit us, we may have a conflict of interest in allocating client brokerage business. In other words, we could have an incentive to execute client transactions through a broker or dealer that provides valuable services or products and pay transaction commissions charged by that broker or dealer which may be higher than we might otherwise be able to negotiate. We could also have an incentive to cause clients to engage in more 23  Form ADV Part 2A: Overbrook Management Corporation securities transactions than would otherwise be optimal in order to generate soft dollars with which to acquire research products and brokerage services. We will make decisions involving “soft dollars” in a manner that satisfies the requirements of the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended. That is, we will generally determine, considering all appropriate factors (including those described here), that commissions paid are reasonable in relation to the value of all the brokerage and research products and services provided by the broker-dealer. In making that determination, we will consider the transaction itself, the value of brokerage and research services and products to the particular client, and the value of those services in the performance of our overall responsibilities to all of our clients. In some cases, the commissions charged by a particular broker for a particular transaction or set of transactions may be greater than the amount another broker who did not provide research services or products might charge. Additionally, in some cases, a client’s transaction may be executed by a broker in recognition of services or products that are not used in managing that client’s account. Brokerage and research services provided by brokers may include, among other things: proprietary research from broker-dealers, (written or oral); trade-order management, routing, trade reconciliation and settlement systems, research concerning market, economic and financial data, statistical information, Bloomberg data services, data on pricing and availability of securities, certain financial publications, electronic market quotations, performance measurement services, analysis concerning specific securities, companies or sectors and market, economic and financial studies and forecasts. Brokerage for Client Referrals Overbrook does not enter into agreements with, or make commitments to, any broker-dealer that would bind Overbrook to compensate that broker-dealer, directly or indirectly, for client referrals (or sale of fund interests) through the placement of brokerage transactions. Directed Brokerage Clients can instruct Overbrook to execute transactions through a broker designated by the client (“Directed Broker”). Transactions executed by such broker may result in less favorable execution of some portfolio transactions, higher net prices or both, than might have been obtained if Overbrook had selected the broker-dealer. Clients using a Directed Broker may be unable to participate in the allocation of new issues or other investment opportunities purchased from broker-dealers other than the Directed Broker. In addition, the client may not receive the benefit of reduced commissions or more favorable prices available in transactions bunched with other clients, and if Directed Broker is not one regularly used by Overbrook, there may be additional credit and/or settlement risk. Because client-directed trades cannot be aggregated with non- directed trades, Directed Broker accounts will generally trade separately and after non-directed clients and may lose the possible advantages (i.e., volume discounts or execution priority) that non-designating clients derive from the aggregating of orders for several clients for the purchase or sale of a particular security. In addition, Directed Broker accounts may therefore receive different execution prices than non-directed accounts. 24  Form ADV Part 2A: Overbrook Management Corporation Trade Errors Overbrook has adopted policies and procedures for correcting trade errors. The policies and procedures require that all errors affecting a client’s account be resolved promptly and fairly. The intent of the policy is to restore a client account to the appropriate financial position considering all relevant circumstances surrounding the error. B. Aggregation of Orders/Allocation of Trades Aggregation: Where we select brokers, we can, at our discretion, aggregate or “block” security sale and purchase orders for clients if such aggregation is likely to result in better purchase or sale prices, lower commission expense or beneficial timing of transactions, or a combination of these factors. Accounts owned by Supervised Persons of Overbrook, as well as the Private Funds, can participate in block trades with client accounts; however no account will be given preferential treatment of any kind. Orders may be entered at different times on the same day, or on other days, based on the portfolio manager’s discretion. Due to this fact, client accounts that are not part of an aggregated transaction may pay or receive a different per share amount, which could be better or worse than that paid/received through the aggregated transaction. In addition, aggregated transactions for a particular security may be made through more than one broker. Due to differences in the timing of entering such orders, the value received or paid may differ among the aggregated orders. Allocation of Investment Opportunities: There are no specific limitations on the securities to be bought or sold or the amount of such securities to be bought or sold for a particular account, unless a client’s guidelines state otherwise. When determining allocations, and ultimately the amount of securities to be bought or sold, considerations are given to client suitability and guidelines, cash availability, strategy and/or product considerations, issuer and/or sector exposure, and de minimis allocation. Overbrook may face conflicts of interest when allocating investment opportunities among its various clients. Many of Overbrook’s clients pursue similar investment strategies. Overbrook expects that, over long periods of time, most clients pursuing similar investment strategies should experience comparable, but not identical, investment performance. Many factors affect performance, including but not limited to: (i) the timing of cash deposits to, and withdrawals from, an account; (ii) the fact that Overbrook may not purchase or sell a given security on behalf of all clients pursuing similar strategies; (iii) price and timing differences when buying or selling securities; and (iv) the clients’ differing investment restrictions. Overbrook’s trading policies are designed to minimize possible conflicts of interest in trading for its clients. 25  Form ADV Part 2A: Overbrook Management Corporation Overbrook considers many factors when allocating securities among clients, including, but not limited to, the client’s investment objectives, applicable restrictions, the type of investment, the number of shares purchased or sold, the size of the account, and the amount of available cash or the size of an existing position in an account. Clients are not assured of participating equally or at all in particular investment allocations. The nature of a client’s investment style may exclude it from participating in many investment opportunities, even if the client is not strictly precluded from participation based on written investment restrictions. Trading Groups Overbrook has established trading group categories (“Trading Groups”) for Separate Accounts to ensure a fair and equitable trading process. Trading Groups are determined based on various factors, such as any restrictions in accounts, Directed Broker arrangements, custodian, and account size. The first Trading Group of Separate Accounts have the ability to trade away from their custodian and may be included within block trades. Trades for the second Trading Group are only executed after the first Trading Group’s block is completed. As a result of these Trading Groups, certain clients may receive more favorable trade execution. 26  Form ADV Part 2A: Overbrook Management Corporation Item 13: Review of Accounts Reviews: Overbrook monitors securities held in Separate Accounts, Alpha Fund and Core Equity daily. Overbrook is responsible for ensuring that individual client portfolios are in compliance with internal investment guidelines, as well as with risk tolerance and investment objectives established by the client. Securities and cash positions are reconciled to the custodian records daily and any discrepancies are identified and corrected by the operations staff. Other than the daily review of accounts described above, a review of individual accounts will be performed in anticipation of periodic client meetings and when Overbrook learns of a change in the client’s investment objective and/or financial circumstances, as well as each quarter during the preparation of client reports. Client Reports: Separate Accounts and Non-Discretionary Accounts. Overbrook provides quarterly reports to our clients. Clients with managed brokerage accounts are also sent monthly statements directly from their respective qualified custodians. In addition to these reports, portfolio managers speak periodically with clients to review their investment objectives and the status of their accounts. Quarterly reports provided to clients may include asset allocation, equity sector allocation, analysis of equity concentration and diversification, fixed income sector allocations, bond maturity schedules, credit quality report on bonds held and, for selected clients, a performance review of the account. Private Funds. Investors in these vehicles receive such reports as described in each Private Fund’s Offering Memorandum in addition to annual K-1s to investors prepared by the tax accountants for the Private Funds. Item 14: Client Referrals and Other Compensation From time to time, in accordance with applicable law, we may retain and compensate third parties for introducing new investment advisory clients and investors to Overbrook. The compensation to such parties generally represents a percentage of the management fees paid by the client to Overbrook. Clients do not pay a higher fee than they would otherwise pay due to the solicitor’s involvement in the introduction. This practice will be disclosed in writing to the client, and we will comply with all applicable requirements under the Advisers Act. We will ensure that clients are provided with a current copy of our written disclosure statement and the solicitor’s written disclosure document. 27  Form ADV Part 2A: Overbrook Management Corporation Item 15: Custody Separate Accounts and Non-Discretionary Accounts Overbrook does not maintain physical possession of the funds or securities that a client maintains in a Separate Account or Non-Discretionary Account. The assets in a Separate Account or Non- Discretionary Account are held with a bank, trust company, broker-dealer or other qualified custodian (“Qualified Custodian”) selected by the client. However, if an investment advisor has the ability to access or control client funds or securities, the investment advisor is deemed to have custody and must ensure proper procedures are implemented. In the context of providing bill payment and bookkeeping services to family office clients, Overbrook is frequently granted access to client accounts. In these situations, Overbrook is deemed to have custody over such client assets. For these accounts in which we are deemed to have custody (the "Custodied Account"), we have established procedures to ensure all client assets are held at a Qualified Custodian and are subject to a surprise custody examination by a third-party accounting firm. Clients or an independent representative of the client will direct, in writing, the establishment of all accounts and therefore are aware of the Qualified Custodian’s name and the manner in which the assets are maintained. Account statements are delivered directly from the Qualified Custodian to each client, or the client’s independent representative, at least quarterly. Clients should carefully review those statements and are urged to compare the statements against reports received from Overbrook. If clients have questions about their account statements, they should contact Overbrook or the Qualified Custodian preparing the statement. Private Funds Since Overbrook acts as managing member of OPE and its affiliate acts as the General Partner of Core Equity and Alpha Fund, Overbrook has access and control over such assets. Therefore, Overbrook is deemed to have custody of these assets, and they are subject to either the surprise custody examination or an annual financial audit. Assets held by the Private Funds are deposited with a Qualified Custodian selected by Overbrook. 28  Form ADV Part 2A: Overbrook Management Corporation Item 16: Investment Discretion Discretionary Assets & Private Fund—Subject to the investment guideline provided by a client, Overbrook enters into discretionary investment management agreements with its clients that give Overbrook authority, without first obtaining specific client consent, to buy, sell, hold, exchange, convert or otherwise trade in securities and, in certain instances, other financial instruments. Overbrook’s discretionary authority is derived from an express grant of authority under each Separate Account’s investment advisory agreement or Private Fund’s Offering Memorandum. Purchases and sales must be suitable for the particular client and reasonable limitations may be imposed as a result of instructions from the client. Clients may limit Overbrook’s authority by prohibiting or limiting the purchasing of certain securities or other assets or industry groups. In addition, clients may further limit Overbrook’s authority by restricting the use of certain brokers or by requiring that a portion of clients’ transactions be executed through a client’s designated broker. See Item 12.A for a further discussion of Directed Brokerage. Overbrook does not invest client assets in the Private Funds without the client’s express written consent. All investors are required to complete and sign subscription documents when investing in such Private Funds. Non-Discretionary— Upon a client’s request, Overbrook can also provide advice on accounts under a Non-Discretionary arrangement. Under this arrangement, Overbrook will provide portfolio recommendations, but it is the client’s responsibility to act on any of the recommendations we provide for these accounts. Item 17: Voting Client Securities As a general policy, Overbrook will retain proxy voting authority for clients that have given us the authority to do so. In such cases, we will follow the proxy voting guidelines outlined in our Proxy Voting policies and procedures. Overbrook has engaged an outside service provider to assist us with the analysis, voting and record keeping of all proxy ballots. Overbrook has adopted the Glass Lewis’ Socially Responsible Investing policy for our clients’ accounts. Items not specifically addressed by Glass Lewis recommendations will be reviewed on a case-by-case basis by our portfolio managers. We will maintain a record of our vote on each proxy and such record will be available for client inspection upon request. Clients may obtain information on how proxies were voted or our proxy policies by contacting any member of the Overbrook team or the Chief Compliance Officer. From time to time, a security held in a client’s Separate Account may become the subject of a class action lawsuit. Overbrook does not directly provide class action lawsuit services. Overbrook has engaged a third-party for class action analysis and claims processing and in return they receive a 29  Form ADV Part 2A: Overbrook Management Corporation percentage of recovered funds. This third-party is not compensated for its services unless funds are recovered, and Overbrook receives no compensation for this offering. Overbrook will not act on behalf of its clients as a lead plaintiff in a class action lawsuit. Item 18: Financial Information Overbrook has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients. Overbrook has not been the subject of bankruptcy proceedings. 30