EHRENKRANZ PARTNERS L.P.

Item 1 – Cover Page EHRENKRANZ PARTNERS L.P. 375 Park Avenue New York, New York 10152 (212) 891-8600 March 20, 2025 This brochure provides information about the qualifications and business practices of Ehrenkranz Partners L.P. (the “Advisor”). If you have any questions about the contents of this brochure, please contact us at (212) 891-8625 or barry.rosenthal@eplp.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. The Advisor is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training. The oral and written communications of an adviser provide you with information which you assess to determine whether to hire or retain an adviser. Additional information about the Advisor also is available on the SEC’s website at www.Adviserinfo.sec.gov. Item 2 – Material Changes The Advisor’s previous update to Part 2A of Form ADV was made on August 21, 2024. Effective January 01, 2025, Michael Sancilio, assumed the role of Chief Operating Officer. All quantitative information in this Brochure is effective as of December 31, 2024. We currently offer information about our qualifications and business practices to clients on i at least an annual basis. Clients will also receive a summary of any material changes to this  and subsequent brochures as well as an offer to provide the complete Form ADV Part 2 within 120 days of the close of our business’ fiscal year. We may provide other periodic updated information about material changes as required. If necessary, we will provide you with a new brochure based on changes or new information, at any time, without charge. Currently, our brochure may be requested by contacting our Chief Compliance Officer, Barry Rosenthal, at (212) 891-8625 or barry.rosenthal@eplp.com. Additional information about the Advisor is also available via the SEC’s website www.Advisorinfo.sec.gov. The SEC’s website also provides information about any persons affiliated with the Advisor who are registered, or are required to be registered, as investment Advisor representatives of the Adviser. ii  Item 3 -Table of Contents Item 1 – Cover Page .................................................................................................................................................. i Item 2 – Material Changes ..................................................................................................................................... i Item 3 – Table of Contents ................................................................................................................................... iii Item 4 – Advisory Business .................................................................................................................................. 0 Item 5 – Fees and Compensation ....................................................................................................................... 1 Item 6 – Performance-Based Fees and Side-By-Side Management .................................................... 4 Item 7 – Types of Clients ....................................................................................................................................... 4 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ............................................ 5 Item 9 – Disciplinary Information Relating to the Advisor ................................................................. 23 Item 10 – Other Financial Industry Activities and Affiliations .......................................................... 23 Item 11 – Code of Ethics ..................................................................................................................................... 25 Item 12 – Brokerage Practices ......................................................................................................................... 27 Item 13 – Review of Accounts .......................................................................................................................... 28 Item 14 – Client Referrals and Other Compensation ............................................................................. 28 Item 15 – Custody .................................................................................................................................................. 29 Item 16 – Investment Discretion .................................................................................................................... 29 Item 17 – Voting Client Securities .................................................................................................................. 30 Item 18 – Financial Information ..................................................................................................................... 30 Item 19 – 28 – Brochure Supplements ......................................................................................................... 30 iii  Item 4 – Advisory Business The Advisor was originally formed as a Delaware limited liability company on November 28, 2000 and converted to a Delaware limited partnership on May 20, 2013. The limited partners of the Advisor are Joel S. Ehrenkranz, Sanford B. Ehrenkranz, Amy G. Bermingham, Andrew Sommers, John B. Ehrenkranz, Patrick J. C. Shaw and Hannah W. Mensch. The general partner of the Advisor is Ehrenkranz Partners GP LLC, a Delaware limited liability company that is owned by the Advisor’s limited partners. The Advisor acts as general partner to E&E Advisors L.P. and E Capital Management L.P. which are SEC registered investment advisors that serve as general partner to pooled investment vehicles which are privately placed and are not registered under the Investment Company Act of 1940, as amended. The Advisor also acts as the general partner of Acquisition Funds GP-L.P. (the “AFGP”) that serves as the direct general partner of several domestic pooled investment vehicles (the “AF GP Funds”) which are privately placed and are not registered under the Investment Company Act of 1940, as amended. One of the AF GP Funds is a series limited partnership that offers interests in additional series at the AFGP’s discretion. Each series of the series limited partnership and the other AF GP Funds are not continuously offered. The Advisor provides investment advisory services on a discretionary basis to the AFGP Funds as well as certain funds for which E Capital Management L.P. serves as general partner (collectively, the “Advisor Managed Funds”) pursuant to a certain Privity Agreement between the Advisor and the general partners of the Advisor Managed Funds. The Advisor also provides non-discretionary and discretionary investment advisory services to non-affiliated high net worth individuals, trusts, charitable and other non-profit institutions, retirement accounts, foundations, family and sole member partnerships and limited liability companies as well as other private investment vehicles (“Advisory Clients”). The Advisor generally does not provide investment advice about specific securities, but allocates client assets to pooled investment vehicles or separate accounts managed by professional specialized fund managers and trading advisors that utilize the investment strategies discussed in Item 8. Asset allocations for Advisory Clients are developed and proposed based on each Advisory Clients’ individual objectives and risk tolerances. As of January 1, 2025, the Advisor oversees approximately $18 billion of Advisory Client assets on a non-discretionary basis, as well as approximately $1.4 billion of assets managed on a discretionary basis. Assets managed on a non-discretionary basis are the assets held by non- discretionary Advisory Clients. Assets managed on a discretionary basis are those that are invested in the Advisor Managed Funds or those managed on behalf of discretionary Advisory  Clients. Additionally, the Advisor serves as general partner to E&E Advisors L.P. and E Capital Management L.P. which manage an aggregate of approximately $5.0 billion of assets on a discretionary basis. Item 5 – Fees and Compensation A. Advisor Managed Fund Clients The Advisor Managed Funds charge a fee of either 0.0%, 0.5% or 1.0% per annum (depending on the applicable fee class) of either capital committed to the Advisor Managed Fund, capital committed by the Advisor Managed Fund, net invested capital, or net asset value, depending on the individual Advisor Managed Fund and its investment cycle stage (the “Management Fee”). The Management Fee is negotiable in that it may be waived or reduced at the Advisor’s discretion. Management Fees are generally waived for certain affiliated investors or for certain classes of interests. The Management Fee is either calculated and paid quarterly in arrears or calculated annually in advance and deducted monthly in arrears. The Advisor receives 99% of these Management Fees through its interest in AFGP and E Capital Management L.P. The Advisor Managed Funds invest in non-affiliated pooled investment vehicles which may include limited partnerships, joint ventures, investment companies and other similar entities managed by professional specialized fund managers (“Portfolio Funds”). Assets invested in Portfolio Funds are separately subject to management and/or incentive fees which may be imposed by those entities directly and which are in addition to the Management Fees. The Advisor does not share in any such other fees. B. Law Firm Advisory Clients Certain Advisory Clients of the Advisor are also clients of the Advisor’s affiliated law firm, Ehrenkranz & Ehrenkranz LLP (the “Law Firm, and such clients, “Law Firm Advisory Clients”). Law Firm Advisory Clients pay a legal retainer to the Law Firm (the “Law Firm Fee”) which is billed quarterly in advance. However, Law Firm Advisory Clients may elect in writing to have their Law Firm Fee automatically deducted on a quarterly basis from a capital account associated with their investment in certain funds managed by affiliates of the Advisor (“Ehrenkranz Funds”). The amount of the Law Firm Fee is negotiated and will vary among Law Firm Advisory Clients based on the anticipated amount of services provided to such Law Firm Advisory Client. On a monthly basis, the Advisor will receive 50% of the Law Firm Fee paid by each Law Firm Advisory Client to the Law Firm for such month as an internal allocation pursuant to a Fee 1 Allocation Agreement between the Advisor and the Law Firm.  The Advisor and/or its affiliates may advise a Law Firm Advisory Client to invest in an Advisor Managed Fund or one or more Ehrenkranz Funds, each of which charges a separate annual Management Fee, as described in Item 5-A. Law Firm Advisory Clients may be advised by the Advisor to invest directly in Portfolio Funds or with other third-party managers. Assets invested in Portfolio Funds or with third party managers are separately subject to management fees, incentive fees and/or other charges (e.g., brokerage fees, custody fees, administrative fees, etc.) which may be imposed by those entities directly and which are in addition to the Law Firm Fee. The Advisor and the Law Firm do not share in any such other fees. The services of the Advisor may be terminated by the Law Firm Advisory Client or the Advisor at any time. The Law Firm Advisory Client will receive a pro rata refund of any prepaid Law Firm Fees calculated from the date of termination. In the case of a mid-quarter termination of advisory services to Law Firm Advisory Clients that are billed quarterly in arrears, the Law Firm Fee payable is prorated accordingly. C. Direct Advisory Clients Certain Advisory Clients of the Advisor (“Direct Advisory Clients”) pay a fee to the Advisor based on specific assets advised upon by the Advisor (the “Advisory Fee”). The Advisory Fee is a negotiated fee that generally varies based on the total size of the assets to be managed and the complexity or specialized nature of the proposed investment program. The Advisory Fee is calculated and charged in the manner set forth in such client’s Advisory Agreement or other similar documentation. The Advisory Fee is either billed quarterly in advance or quarterly in arrears as determined on a case-by-case basis. Direct Advisory Clients may elect in writing to have their Advisory Fee automatically deducted on a quarterly basis from a capital account associated with their investment in certain Ehrenkranz or Advisor Managed Funds. The Advisor and/or its affiliates may advise a Direct Advisory Client to invest in an Advisor Managed Fund or one or more Ehrenkranz Funds, each of which charges a separate annual Management Fee, as described in Item 5-A. Assets invested in Advisor Managed Funds and Ehrenkranz Funds are excluded from the asset base upon which the Advisory Fee is calculated if such assets are subject to a Management Fee within the Fund. In cases where assets invested in Advisor Managed Funds and Ehrenkranz Funds are included in the asset base upon which the Advisory Fee is calculated, Management Fees charged within those funds are generally deducted from the calculation of the Advisory Fee. Direct Advisory Clients may be advised by the Advisor to invest in Portfolio Funds or with other third-party managers. Assets invested in Portfolio Funds or with third party managers are 2  separately subject to management fees, incentive fees and/or other charges (e.g., brokerage fees, custody fees, administrative fees, etc.) which may be imposed by those entities directly and which are in addition to the Advisory Fee. The Advisor does not share in any such other fees. Direct Advisory Clients that also receive legal services from the Law Firm will have a portion (as mutually agreed upon by such Direct Advisory Client and the Advisor) of their Advisory Fee internally allocated to the Law Firm pursuant to a Fee Allocation Agreement between the Advisor and the Law Firm. The services of the Advisor may be terminated by the Direct Advisory Client or the Advisor at any time. The Direct Advisory Client will receive a pro rata refund of any prepaid Advisory Fees calculated from the date of termination. In the case of a mid-quarter termination of advisory services to Direct Advisory Clients that are billed quarterly in arrears, the Advisory Fee payable is prorated accordingly. Items 8 and 12 further discuss factors that the Advisor considers in allocating or recommending client assets for direct investment in Portfolio Funds or other third-party managers. D. Other Compensation; Fund Expenses The Advisor receives a portion of the net fees received by each of E Capital Management L.P., Acquisition Funds GP-L.P. and E&E Advisors L.P. in respect of its interest as a general partner of those entities. The Advisor Managed Funds and the Ehrenkranz Funds (the “Funds”) incur all expenses in connection with their organization and the offering of interests. Each Fund also pays all direct expenses relating to its operation. Such direct expenses include, but are not limited to, accounting, tax, auditing and legal expenses; fees paid to a third party administrator; certain investment expenses (including investment related due diligence expenses); insurance expenses, interest and taxes paid by the Fund (but not by the partners of such Fund); the costs of maintaining the Fund’s existence under Delaware or Cayman law; the cost of any borrowings from affiliated Funds or other third party lenders; any filing or other fees paid in connection with the filing of the Fund’s organizational documents, any amendment to such organizational documents and any other required filings (including Form PF filing expenses); banking fees; and a portion of fees and out-of-pocket expenses of any service company retained to provide systems and market research data to the Funds. The expenses of a Fund are borne pro rata by all investors in such Fund in accordance with their respective ownership interests. 3  Item 6 – Performance-Based Fees and Side-By-Side Management The Advisor does not charge any performance-based fees (fees based on a share of capital gains or capital appreciation of the assets of a client) with respect to Advisor Managed Funds. The Advisor receives a performance fee in respect of the assets of the one Advisory Client. Compensation from Advisory Clients and Advisor Managed Fund Clients does vary in structure and amount as discussed in Item 5. This may cause the appearance of a conflict of interest when advising Advisory Clients on investment allocations between external managers and Advisor Managed Fund Clients or when discussing allocations of potential investments among Advisory Clients. The Advisor mitigates these potential conflicts of interest by fully disclosing relevant fee structures to Advisory Clients and by entering non-discretionary advisory arrangements with Advisory Clients. Discretionary advisory relationships with Advisory Clients are entered into based on the preference of the client after full disclosure of these potential conflicts. Additionally, potential conflicts of interest relating to allocation of investments are addressed by the Advisor’s Allocation Policy as set forth in its Compliance Manual, which generally provides that when an investment opportunity is suitable for more than one Advisory Client or Advisor Managed Fund (each a “Client” and, collectively, the “Clients”), the Investment Committee must take into consideration a number factors including, but not limited to: i) investment and volatility objectives, ii) leverage parameters; iii) total capitalization, iv) liquidity requirements; v) the percentage of the Client’s assets that is invested in a similar strategy and vi) impact of the investment on the Client’s overall portfolio. The application of these and other considerations may result in different allocation decisions depending on the particular facts and circumstances in existence at the time the allocation decisions are made and may or may not result in a pro rata allocation of limited investment capacity among all Clients for whom the investment would be suitable. Additionally, if a limited capacity investment opportunity is suitable for both Advisory Clients and an Advisor Managed Fund, the Advisor’s preference is to first allocate such opportunity to the Advisor Managed Fund and subsequently allocate to the applicable Advisory Clients. Exceptions may occur based on the amount of capacity available, number of Advisory Clients and/or Advisor Managed Funds involved, nature of the risks associated with investment, or other factors. Any exception is reviewed and approved by the Investment Committee and documented by the Chief Compliance Officer. Item 7 – Types of Clients The Advisor provides portfolio management services to high net worth individuals, individual retirement accounts and self-directed retirement plans, charitable and other non-profit institutions, foundations, private investment vehicles (including Advisor Managed Funds and 4  any future investment pools formed by the Advisor or its affiliates), family partnerships, family and sole-member limited liability companies and trusts. The partners of the Advisor discuss new client relationships prior to the commencement of any services. The Advisor has a formal client on-boarding process that requires each new client to receive appropriate documentation from the Advisor. Prior to establishing a new client relationship, the Advisor also requires that new Advisory Clients sign an Investment Advisory Agreement and provide documentary verification of identity and address. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Investing in securities involves a high degree of risk, including the risk that the entire amount invested may be lost. Clients should be prepared to bear this risk. While the Advisor does not provide investment advice about specific securities, it allocates Advisory Client assets on a non- discretionary basis to Ehrenkranz Funds, Advisor Managed Funds and/or third party managers (which may include Portfolio Funds held directly by Ehrenkranz Funds) and Advisor Managed Fund assets on a discretionary basis to Portfolio Funds with the goal of creating a portfolio of investments that targets attractive rates of return given each clients’ tolerance for risk and volatility. It is the responsibility of the Advisor to identify and research third party managers to satisfy itself as to the suitability of the terms and conditions relating to the investment and to allocate and reallocate Client assets among such managers. The Advisor allocates Client assets among third party managers using its knowledge and experience to assess the capabilities of those managers and to determine the optimal mix of investment styles for each Client’s investment objectives. Unless otherwise disclosed, the Advisor considers numerous factors in evaluating and selecting managers, including, but not limited to, the manager’s reputation and integrity, depth and continuity of its investment team, its ability to implement its stated investment strategy, the consistency of past returns and capital under management, amount of leverage used, the risk controls in place, and the level of personal investment by the manager’s investment team. Varying portions of Client assets are allocated among the following investment strategies depending on client liquidity needs, risk tolerance, tax position and investment goals, as well as overall market conditions. The core strategies recommended and utilized by the Advisor and their attendant risks are discussed below. It should be noted, however, that the following disclosure is only intended to highlight the material risks associated with each investment strategy and is not a comprehensive disclosure of all risks associated with such strategies. The 5  offering documents provided by the Advisor or Portfolio Fund Manager should be reviewed for a comprehensive discussion of all investment risks. INVESTMENTS IN EHRENKRANZ FUNDS AND ADVISOR MANAGED FUNDS: Multiple Levels of Fees and Expenses – By investing in Portfolio Funds indirectly through an Ehrenkranz or Advisor Managed Fund, the investor bears asset-based fees of both the Ehrenkranz or Advisor Managed Fund and the Portfolio Fund as well as any performance- based fees of the Portfolio Funds. Thus, investors in the Ehrenkranz or Advisor Managed Fund may be subject to higher operating expenses than if he or she invested in a Portfolio Fund directly. The Advisor Will Not Control the Portfolio Funds – The Advisor does not and will not control the Portfolio Funds, and there can be no assurances that Portfolio Funds will be managed in a manner consistent with the Ehrenkranz or Advisor Managed Fund’s investment objective. Portfolio Funds May be Difficult to Value – The valuation of the Ehrenkranz or Advisor Managed Fund’s investments in Portfolio Funds is ordinarily determined based upon valuations calculated by the Advisor based on information provided by the Portfolio Funds and their auditors. Although the Advisor reviews the valuation procedures used by the Portfolio Funds, the Advisor may not be able to confirm or review the accuracy of such valuations. Loans to Affiliates – The Ehrenkranz or Advisor Managed Funds that invest in private equity have entered into an agreement whereby each may borrow or lend funds from the other at market rates. If the borrowing Ehrenkranz or Advisor Managed Fund defaults on its repayment of the loan, the lending Ehrenkranz or Advisor Managed Fund will pursue such legal remedies to enforce its rights as are determined at that time to be appropriate under the circumstances to recover the amount it is owed. However, there is no guarantee that the lending Ehrenkranz or Advisor Managed Fund will be repaid in full. Risks Associated with Single Portfolio Fund – An Ehrenkranz or Advisor Managed Fund that invests in a single Portfolio Fund will have a concentrated holding in a single manager with a single investment strategy. Accordingly, an investment in such an Ehrenkranz or Advisor Managed Fund will be subject to greater volatility, risks and market fluctuations than an investment in a portfolio of managers representing a broader range of strategies, sectors or industries. In addition, the return on an investment in such Ehrenkranz or Advisor Managed Fund will be substantially adversely affected by the unfavorable performance of the Portfolio Fund or the sector in which the Portfolio Fund invests. There can be no assurance that the 6  future performance of the Portfolio Fund and its investments will be positive or result in rates of return that are consistent with historical performance or market indices. Cybersecurity and Technology Risks – Intentional cybersecurity breaches include unauthorized access to systems, networks, or devices (such as through “phishing”, “spoofing” or "hacking" activities); 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. In addition, unintentional incidents can occur, such as the inadvertent release of confidential information (possibly resulting in the violation of applicable privacy laws). A cybersecurity breach could result in the irretrievable loss or theft of customer data or funds, the inability to access electronic systems ("denial of services"), loss or theft of proprietary information or corporate data, physical damage to a computer or network system, or costs associated with system repairs. Such incidents could cause an Ehrenkranz Fund or Advisor Managed Fund, the Advisor, a manager, or other service providers to incur regulatory penalties, reputational damage, additional compliance costs or financial loss. While the Advisor has established security controls and procedures to minimize the risk of such cybersecurity breaches, complete protection from these incidents cannot be guaranteed. The Advisor must rely on various technological systems and services to conduct its business and to maintain substantial data relating to client account activities. These technologies and services include those developed internally by the Advisor as well as those owned or managed by others, such as hardware and software vendors, custodians and other financial intermediaries. These technologies and services may fail to operate properly or become disabled as a result of events or circumstances wholly or partly beyond the Advisor’s or its service providers’ control. Technology failures, whether deliberate or not, including those arising from use of third-party service providers or client usage of systems to access accounts, could have a material adverse effect on the Advisor’s business and Clients and could result in, among other things, financial loss, reputational damage, regulatory penalties or the inability to conduct business. CASH/FIXED INCOME: Cash/Fixed Income investments include positions cash, cash equivalents, corporate bonds, government bonds and agency debt, and municipal bonds designed to achieve fixed income returns with very low volatility. Fixed Income Risks - The valuation of fixed-income securities will change in response to fluctuations in interest rates and perceived credit risk. Except to the extent that values are independently affected by currency exchange rate fluctuations, when interest rates decline, the 7  value of fixed-income securities generally can be expected to rise. Conversely, when interest rates rise, the value of fixed-income securities generally can be expected to decline. Investments in fixed income are also subject to the credit risk of losing capital if the issuer defaults or is unable to make further principal or interest payments. A Portfolio Fund or client may invest in zero coupon bonds and deferred interest bonds, which are debt obligations issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity of the first interest accrual date at a rate of interest reflecting the market rate of the security at the time of issuance. While zero coupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payments of interest begin. Such investments experience greater volatility in market value due to changes in interest rates than debt obligations that provide for regular payments of interest. NON-EQUITY CORRELATED/ABSOLUTE RETURN: Non-equity correlated and/or absolute return strategies include hedged or event driven strategies that are used to achieve returns that are intended to have low correlation to equity market movements. These strategies include, but are not limited to distressed debt, hedged and unhedged credit, merger, statistical and capital structure arbitrage, market-neutral equity and macro and quantitative model driven strategies. Arbitrage and Market-Neutral Strategy Risks - The success of an arbitrage or market neutral strategy depends on the ability of the Portfolio Fund Manager to identify overvalued and undervalued investment opportunities and to exploit price discrepancies in the capital markets. Identification and exploitation of the trading strategies to be pursued by the Portfolio Fund Managers involves uncertainty. No assurance can be given that the Portfolio Fund Manager will be able to correctly identify trading opportunities or exploit price discrepancies in the capital markets. A reduction in the pricing inefficiency of the markets in which the Portfolio Fund Manager invests will reduce the scope of the investment program of the Portfolio Fund. If the perceived mispricing underlying the arbitrage positions of the Portfolio Fund Managers were to fail to converge toward, or were to diverge further from, relationships expected by the Portfolio Fund Manager, the Portfolio Funds may incur losses. The arbitrage strategies of the Portfolio Fund Manager may result in greater portfolio turnover and, consequently, greater transaction costs for the Portfolio Funds. Investors in this strategy may be adversely affected by unforeseen events involving such matters as changes in market liquidity, interest rates or the credit status of an issuer, forced redemptions of securities or acquisition proposals. 8  Distressed Securities Risks – A Portfolio Fund Manager, on behalf of a Portfolio Fund, may invest in distressed securities. These securities are in transition, out of favor, financially leveraged or troubled and may be or have recently been involved in major strategic actions such as a restructuring, bankruptcy, reorganization or liquidation. As a result, these securities are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Such companies’ securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry, or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to a Portfolio Fund’s investment in any instrument, and a significant portion of the obligations and preferred stock in which a Portfolio Fund invests may be less than investment grade or unrated by a recognized rating agency. Credit Related Risks – Portfolio Funds may invest in corporate and government debt obligations. The market value of debt securities generally tends to decline as interest rates increase and, conversely, increases as interest rates decline. Debt obligations are subject to the risk of an issuer’s inability to meet principal and interest payments on the obligations, i.e., credit risk. The Portfolio Fund Manager may actively expose the Portfolio Fund to credit risk. Additionally, the central banks and, in particular, the U.S. Federal Reserve, have recently taken unprecedented steps in an effort to resolve the recent “credit crisis.” It is impossible to predict if, how, and to what extent the United States and other governments may further intervene in the credit markets. Such intervention may be contrary to what the Portfolio Fund Manager would predict from an “economically rational” perspective. i.e. Certain Portfolio Fund Managers may also engage in short selling debt securities. Short selling involves selling securities which are not owned by the short seller and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from a decline in market price to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. The extent to which the Portfolio Fund engages in short sales will depend upon the Portfolio Fund Manager's investment strategy and opportunities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the Portfolio Fund of buying those securities to cover the short position. There can be no assurance that the Portfolio Fund will be able to maintain the ability to borrow securities sold short. In such cases, the Portfolio Fund can be "bought in" ( , forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. 9  A Portfolio Fund may also utilize financial instruments, both for investment purposes and for risk management purposes in order to (i) protect against possible changes in the market value of the Portfolio Fund's investment portfolios resulting from fluctuations in the securities markets and changes in interest rates; (ii) protect the Portfolio Fund's unrealized gains in the value of the Portfolio Fund's investment portfolio; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in the Portfolio Fund's portfolio; (v) hedge the interest rate or currency exchange rate on any of the Portfolio Fund's liabilities or assets; (vi) protect against any increase in the price of any securities the Portfolio Fund anticipates purchasing at a later date or (vii) for any other reason that the Portfolio Fund Manager deems appropriate. Macro and Quantitative Model Risks – Portfolio Funds may invest on an opportunistic basis, seeking to take advantage of trends in the market determined by macroeconomic analysis or quantitative models. These opportunistic strategies may rely on the ability of Portfolio Fund Managers to identify trends in the market and to invest in such trends before other market participants, and then sell before the trend ends or reverses. Flaws in a Portfolio Fund Manager’s subjective opinions of market conditions or in the quantitative model relied on by such Portfolio Fund Manager could result in substantial losses for the Portfolio Fund. Even if the Portfolio Fund Manager’s predictions are accurate, as market dynamics shift over time, a previously highly successful model or market view can become outdated or inaccurate, perhaps without the Portfolio fund Manager recognizing that fact before substantial losses are incurred. HEDGED EQUITIES: Hedged equities include hedge fund structures used to deploy many different strategies involving long and short stock positions. Short positions are used as a component of long investing to reduce volatility and to seek attractive long-term returns. Risks Associated with Hedging – While stocks and other equity securities have historically been a leading choice of long-term investors, they fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and such fluctuations can be pronounced. Changes in the value of investment securities held by a Portfolio Fund will result in changes in the value of an investor’s interest in such Portfolio Fund. Because different types of stocks tend to shift in and out of favor depending on market and economic conditions, the performance of a Portfolio Fund investing primarily in large capitalization stocks may be lower or higher than that of a Portfolio Fund investing primarily in smaller capitalization stocks. Moreover, the investment returns of a Portfolio Fund investing in stocks that emphasize particular investment characteristics, such as “value” or “growth,” 10  may fluctuate independently from the broad stock market as represented by the S&P 500 Index and may demonstrate greater volatility over short or extended periods relative to the broad market. The success of the Portfolio Fund's hedging strategy will depend, in part, upon the Portfolio Fund Manager's ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the portfolio investments being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the Portfolio Fund's hedging strategy will also be subject to the Portfolio Fund Manager's ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. While the Portfolio Fund may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Portfolio Fund than if it had not engaged in such hedging transactions. For a variety of reasons, the Portfolio Fund Manager may not seek to establish a perfect correlation between the hedging instruments utilized and the portfolio holdings being hedged. Such an imperfect correlation may prevent the Portfolio Fund from achieving the intended hedge or expose the Portfolio Fund to risk of loss. The Portfolio Fund Manager may not hedge against a particular risk because it does not regard the probability of the risk occurring to be sufficiently high as to justify the cost of the hedge, or because it does not foresee the occurrence of the risk. The successful utilization of hedging and risk management transactions requires skills complementary to those needed in the selection of the Portfolio Fund's portfolio holdings. MANAGED EQUITIES: These positions include separately managed accounts or pooled vehicles that invest in equity securities to achieve market returns over a full cycle. Managed Account Allocation Risks – Direct investments in managed accounts that use margin expose an investor to theoretically unlimited liability, and it is possible, if leverage is used, that the investor could lose more in a managed account than the investor had allocated to such managed account. Concentration and Volatility Risks – Certain Portfolio Fund Managers may acquire relatively large positions (based on the Portfolio Fund’s total assets) in a small number of companies. As a result, a Portfolio Fund will be significantly affected by the performance of a relatively small number of issuers. Although the Advisor or its affiliates will not permit more than 25% of the net asset value of an Ehrenkranz or Advisor Managed Fund (determined at the time of an investment) to be invested in the investment program of any single Portfolio Fund Manager, a significant amount of the 11  Ehrenkranz or Advisor Managed Fund’s assets could still be invested with a limited number of Portfolio Fund Managers and a limited number of Portfolio Funds. As a result, the Ehrenkranz or Advisor Managed Fund will be more vulnerable to events affecting a single Portfolio Fund Manager’s investment choices and management style. Furthermore, because the Ehrenkranz or Advisor Managed Fund invests in a limited number of Portfolio Funds, the Ehrenkranz or Advisor Managed Fund will be more vulnerable to under-performance of a particular Portfolio Fund than a fund investing in a larger number of funds. Therefore, profitability of the Ehrenkranz or Advisor Managed Fund could be significantly affected by the under- performance of a limited number of Portfolio Fund Managers and Portfolio Funds. ASIA EQUITIES: Long and short equity managers investing in Asian markets including India, China, Korea and other countries. Risks Associated with Geographic Concentration in Asian Markets . Targeting specific geographic regions could hurt the performance of a fund or cause the fund’s performance to be more volatile than a more geographically diversified fund. Investment performance will be closely tied to economic, regulatory and political conditions within a relatively small number of countries or regions. These conditions could create additional investment risks which include but are not limited to: i) potentially unfavorable amendments to foreign exchange regulations and tax laws applicable to direct investments by non-resident investors in equity and debt securities of domestic companies, ii) the continuation of significant volatility in Asian securities markets, iii) the lack of regulatory oversight in certain Asian countries with respect to fraudulent and unfair trading practices, iv) the risk of adverse fluctuations in the exchange rate between the currency of the locale of the foreign exchange and U.S. dollars which could result in a loss of potential profits if a Portfolio Fund is not appropriately hedged, v) less publicly available information about companies as a result of less stringent disclosure and accounting standards and vi) the imposition of currency controls by an Asian government which may negatively impact performance and liquidity in a Portfolio Fund by preventing capital to be removed from a country. PRIVATE EQUITY/DIRECT LENDING/REAL ESTATE/DISTRESSED INVESTMENTS RISKS : Investments in a diverse group of high quality private equity Portfolio Funds; Portfolio Funds that invest in loans private loan opportunities and other financing transactions; Portfolio Funds that invest in real estate opportunities; Portfolio Funds that invest in debt instruments, each with an objective of generating attractive, long-term, risk-adjusted net returns. 12  Nature of Portfolio Investments – Certain portfolio companies in which Portfolio Funds invest may experience financial or operating difficulties that may never be overcome. Portfolio Funds may utilize highly speculative investment techniques, including a significant amount of leverage, highly concentrated portfolios, workouts and startups and control positions. In addition, portfolio companies of Portfolio Funds may be in an early stage of development, may not have a proven operating plan or history, may be operating at a loss or have significant variations in operating results, may rely on a few key individuals, may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence, may require substantial additional capital to support their operations to finance expansion or to maintain their competitive position or may otherwise have a weak financial condition. Such portfolio companies also may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and other capabilities, and a larger number of qualified managerial and technical personnel. Portfolio Funds may also make investments in companies in which they may have limited or no influence. As a result, Portfolio Funds may not be in a position to limit or otherwise protect the value of their investment in their portfolio companies. Portfolio Funds may also make loans to companies under loan documentation that affords the Portfolio Fund with limited or no affirmative or negative covenant protection. As a result, Portfolio Funds may not be able to limit or otherwise protect the value of their investment in their portfolio companies. Direct Lending Risks Generally – The value of a Portfolio Fund’s investments in debt instruments may be detrimentally affected to the extent a borrower defaults on its obligations, there is insufficient collateral and/or there are extensive legal and other costs incurred in collecting on a defaulted instrument. In addition, certain debt instruments may be supported, in whole or in part, by personal guarantees made by the borrower or a relative, or guarantees made by a corporation affiliated with the borrower. The amount realizable with respect to a debt instrument may be detrimentally affected if a guarantor fails to meet its obligations under the guarantee. Moreover, the value of collateral supporting such debt instruments may fluctuate. In addition, active lending/origination by a Portfolio Fund may subject it to additional regulation, as well as possible adverse tax consequences to a Portfolio Fund and/or the Partnership. Finally, there may be a monetary as well as a time cost involved in collecting on defaulted debt instruments and, if applicable, taking possession of and subsequently liquidating various types of collateral. The fact that a loan is secured does not guarantee principal and interest payments according to the loan’s terms, or at all, or that the Portfolio Fund will be able to collect on the loan should it be forced to enforce its remedies. Portfolio 13 Fund investments that are subordinate investments may be characterized by greater credit  risks than those associated with the senior obligations of the same issuer. Portfolio Funds may also acquire or invest in equity securities along with their investments in debt instruments; however, such equity interests may not appreciate in value and may decline in value. Real Estate Risks Generally – Investments in real estate are subject to the risks inherent in the ownership of real estate assets. These risks include, but are not limited to, general and local economic conditions, local real estate conditions, risks due to dependence on cash flow, the supply and demand for properties, risks and operating problems arising out of the presence of certain construction materials, the financial resources of tenants, buyers and sellers of real estate assets, changes in availability of debt financing, energy and supply shortages, changes in building, environmental and other laws, changes in real property tax rates, changes in interest rates and the availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable, negative developments in the business economy that depress the housing market, environmental liabilities, uninsured casualties, epidemics, terrorist attacks, acts of God and other factors which are beyond the control of the Advisor or the Portfolio Fund. Risks Associated with Commercial Real Estate Debt and Mortgage Loans – Investments in commercial real estate debt instruments are subject to the risks inherent in the ownership of commercial real estate assets, including, without limitation, debt or equity instruments. Any deterioration of real estate fundamentals could negatively impact the Portfolio Funds’ performance by making it more difficult for borrowers on which the investments depend to satisfy their debt payment obligations, increasing the default risk applicable to such borrowers, and/or adversely affecting the Portfolio Funds’ performance. With respect to investments in equity or debt securities, the Portfolio Funds may in large part be dependent on the ability of third parties to successfully operate the underlying real estate assets. In addition, the Portfolio Funds may invest in or originate debt instruments that are structured so that all or substantially all of the principal will not be paid until maturity, which increases the risk of default at that time. The Portfolio Funds’ investment strategies, which may involve the acquisition of distressed or underperforming assets in a leveraged capital structure, will involve a high degree of legal and financial risk, and there can be no assurance that a Portfolio Fund’s target return will be realized or that there will be any return of capital. The Portfolio Funds may originate or acquire commercial mortgage loans. The value of any such commercial mortgage loans will be influenced by the historical rate of delinquencies and defaults experienced on the commercial mortgage loans and by the severity of loss incurred as a result of such defaults. The ability of a borrower to repay a commercial mortgage loan secured by income-producing property typically is dependent primarily upon the successful operation and operating income of such property rather than upon the existence of 14  independent income or assets of the borrower and many commercial mortgage loans may provide recourse only to specific assets, such as the property, and not against the borrower’s other assets or personal guarantees. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. If the borrower under such loans does not have sufficient financial resources to satisfy its payment obligations to a Portfolio Fund, a Portfolio Fund could be required to take ownership of the assets securing the loan in lieu of full repayment of the principal amount and accrued interest on the loan. A Portfolio Fund will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral (or its ability to realize such value through foreclosure) and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on a Portfolio Fund. In certain circumstances, the creditors may also become liable upon taking title to an asset for environmental or structural damage existing at the property. Risks Associated with Real Estate Investments in Distressed Debt – Portfolio Funds may originate performing debt investments and may acquire not only performing, but sub- performing or nonperforming debt interests as well, which are secured directly or indirectly by real estate, including whole loan mortgages, subprime commercial mortgage loans and non- performing and sub-performing commercial mortgage loans, each of which are subject to increased risks of loss. The Portfolio Funds may also acquire unsecured debt interests that are issued by real estate companies, REITs or that pertain to the owners of the underlying real estate. Such loans may already be, or may become, non-performing or sub-performing for a variety of reasons, including, without limitation, because the underlying property is too highly leveraged or the borrower falls upon financial distress, in either case, resulting in the borrower being unable to meet its debt service obligations to a Portfolio Fund. Such sub-performing or non-performing loans may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, a substantial reduction in the interest rate and a substantial write-down of the principal of such loan, or may increase the risk that a transfer tax is incurred in connection with taking title to an asset. In addition to the risks of borrower default, the collateral may be mismanaged or otherwise decline in value during periods in which a Portfolio Fund is seeking to obtain control of the underlying real estate. In the future, it is possible that a Portfolio Fund may find it necessary or desirable to foreclose on some, if not many, of the loans it acquires, and the foreclosure process may be lengthy and expensive. Whole loan mortgages are subject to “special hazard” risk, not all such risks are covered by standard property insurance policies and a Portfolio Fund will still be subject to such risks to the extent not fully covered. Whole loan mortgages are also subject to bankruptcy risk and the risk that a Portfolio Fund, on account of its position as mortgage holder or property owner, will 15  be responsible for tax payments, environmental hazards and other liabilities, which could have a material adverse effect on a Portfolio Fund. Risks Associated with Senior Living Properties – Portfolio Funds that invest in senior living properties are subject to the risks incident to the ownership and operation of real estate and real-estate related businesses and assets; risks associated with ground-up development of senior living properties and opportunistic acquisitions of existing facilities; reliance on third- party managers and operators; increased competition and overbuilding in the senior living industry; the risk of decreased demand and the inability of seniors to sell real estate, including downturns in the housing markets generally; the risk of litigation associated with senior living and healthcare services; the risk of increase in market interest rates; development, construction and renovation risks; the impact of government regulations; potential environmental liabilities; the risk of harmful mold and other air quality issues; risks associated with the Americans with Disabilities Act and similar laws; and casualty and condemnation risks relating to real estate generally. Distressed Investments Risks Generally – Investments in securities of troubled issuers, distressed debt or other troubled assets involve a significant degree of legal and financial risk and these companies or assets are experiencing or expected to experience severe financial difficulties, which may never be overcome. Investment in the securities of financially or operationally troubled issuers involves a high degree of credit and market risk. There can be no assurance that such financially or operationally troubled issuers can be successfully transformed into profitable operating companies. There is a possibility that the Portfolio Fund may incur substantial or total losses on its investments. During an economic downturn or recession, securities of financially or operationally troubled issuers are more likely to go into default than securities of other issuers. In addition, it may be difficult to obtain information about financially or operationally troubled issuers. Securities of financially or operationally troubled issuers are less liquid and more volatile than securities of companies not experiencing such difficulties. The market prices of these securities are subject to erratic and abrupt market movements and the spread between bid and asked prices may be greater than normally expected for more liquid or less volatile securities. Furthermore, investments in assets subject to a workout or under Chapter 11 of the Bankruptcy Code, or the equivalent in foreign jurisdictions, are, in certain circumstances, subject to certain additional potential liabilities which may exceed the value of the Portfolio Fund’s original investment. Risks Associated with Self Storage Facilities – Portfolio Funds that invest in self-storage facilities will be subject to certain risks, including risks incident to the ownership and operation of real estate and real-estate related businesses and assets; risks associated with ground-up development of self-storage facilities and opportunistic acquisitions of existing facilities; 16  competition and in the self-storage facility industry; the risk of decreased demand and the inability of the Portfolio Fund to exit its self-storage facility investments, including downturns in the self-storage market generally; the risk of litigation associated with self-storage facilities; the risk of increase in market interest rates; development, construction and renovation risks; the impact of government regulations; potential environmental liabilities; the risk of harmful mold and other air quality issues; risks associated with laws applicable to self-storage facilities; and casualty and condemnation risks relating to real estate generally. Economic, Political and Legal Risks – The Portfolio Funds are expected to make investments in various global markets, both developed and developing. The economies of individual countries may differ with respect to growth of gross domestic product or gross national product, rate of inflation, interest rate environment, capital reinvestment, resource self- sufficiency and balance of payments position. Investors should note that each country has different standards of regulation with respect to matters such as government approval requirements, insider trading rules, restrictions on market manipulation, shareholder proxy requirements and timely disclosure of information. In addition, reporting, accounting and auditing standards of different countries vary, and little information may be available to investors in securities or other assets of issuers. Other potential risks that could have an adverse effect on investments include (depending on the country involved) nationalization, expropriation, confiscatory taxation, negative diplomatic developments and political or social instability. In addition, the laws of various countries governing business organizations, bankruptcy and insolvency may make legal action difficult and provide little, if any, legal protection for investors, including the Portfolio Funds. Unpredictability of Distributions – Return of capital and realization of gains, if any, on investments will generally occur only upon the distribution or other disposition by the Portfolio Funds of their holdings, which may not occur (if at all) until several years after the Portfolio Funds’ initial investments or the Advisor Managed Fund’s investment in such Portfolio Funds. The Advisor is not expected to have any influence over the timing of distributions made by the Portfolio Funds. Such distributions are likely to be unpredictable and may occur earlier than or later than anticipated by the Advisor. In addition, Portfolio Funds may distribute securities in kind that are illiquid. Investors should not expect significant distributions, if any, for a period of years after their investment in an Advisor Managed Fund is made. Illiquid Investments – An investment in an Advisor Managed Fund requires a long-term commitment with no certainty of return. The Portfolio Funds are likely to require several years to invest their capital commitments, including those from the Advisor Managed Fund. Each investment by a Portfolio Fund is also likely to take at least several years to mature to a point 17  where it can be disposed of by the Portfolio Funds, if ever. The Portfolio Funds typically make investments that are subject to legal or other restrictions on transfer or for which no liquid market exists. The Portfolio Funds may not be able to sell such investments when they desire to do so or to realize what they perceive to be their fair value in the event of a sale. The Advisor will not be able to cause the Portfolio Funds to effect any sale even if an opportunity for such sale exists. Investments Longer than Term – The Portfolio Funds may make investments that may not be advantageously disposed of before the date that such Portfolio Funds will be dissolved (either by expiration of their terms or otherwise). As a result, upon the dissolution of the Portfolio Funds, the fund managers may need to cause the Portfolio Funds to dispose of their investments at a disadvantageous price. Leverage – It is expected that certain investments made by the Portfolio Funds will utilize a leveraged capital structure, in which case a third party would be entitled to cash flow generated by such investments prior to an Advisor Managed Fund receiving a return. While such leverage may increase returns on the funds available for investment by the Portfolio Funds, it also will increase the risk of loss as the leveraged capital structures of such companies will increase exposure of these companies to adverse economic factors such as rising interest rates, reduced cash flows, fluctuations in exchange rates, inflation, downturns in the economy or deterioration in the condition of the company or its industry. If a Portfolio Fund defaults on secured indebtedness, the lender may foreclose on the underlying investment and the Portfolio Fund could lose its entire interest in such investment. In addition, recourse debt, which the Portfolio Funds reserve the right to obtain, may subject other assets of the Portfolio Fund and the Advisor Managed Fund’s investment to risk of loss. Financial Market Fluctuations – General fluctuations in the market prices of securities may affect the value of the investments that will be held by the Portfolio Funds or their ability to dispose of investments through a public offering. Instability in securities markets may also increase the risks inherent in the Portfolio Funds’ investments. The ability of the companies in which the Portfolio Funds invest to refinance debt securities or credit facilities may depend on the ability to sell new securities in the debt and equity markets, to borrow from banks or otherwise. Possible Lack of Diversification – The Portfolio Funds may participate in a limited number of investments, and, as a consequence, the aggregate return of a Portfolio Fund may be substantially adversely affected by the unfavorable performance of even a single investment. Investors have no assurance as to the degree of diversification in a Portfolio Fund’s investments, either by geographic region or asset type. 18  Control Positions – The Portfolio Funds in which an Advisor Managed Fund invests may take control positions in companies. The exercise of control over a company imposes additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of liability in which the limited liability generally characteristic of business operations may be ignored. If these liabilities were to occur, the Advisor Managed Fund would likely suffer losses on its investments. The exercise of control over a company can also substantially restrict the ability of the Portfolio Fund to dispose of the position at such time as it otherwise would have if it did not control the company. Currency Exchange Risk Exposure of the Portfolio Funds – Certain of the Portfolio Funds and their investments may be denominated in currencies other than U.S. dollars. These investments involve special risks and may be significantly affected by changes in currency exchange risks and the costs of converting, or ability to convert, between the various currencies involved. The Advisor will not have influence over the creation or implementation of strategies, if any, that managers of the Portfolio Funds use to protect the economic value of their investments against currency exchange rate fluctuations, and there can be no assurance that any such strategy will be successful. Growth Equity Investing – The Portfolio Funds may focus on growth equity investments. While growth equity investments offer the opportunity for significant gains, such investments also involve a high degree of business and financial risk and can result in substantial or total losses. Among these risks are the general risks associated with investing in companies at an early or growth-stage of development or with little or no operating history, companies with substantial variations in operating results from period to period, companies with the need for substantial additional capital to support expansion or to achieve or maintain a competitive position and companies dependent on new or developing technology. Furthermore, companies at an early or growth-stage of development may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and service capabilities and a larger number of qualified managerial and technical personnel. A growth equity-focused Portfolio Fund will likely make investments in portfolio companies which rely upon rapidly changing technologies. Therefore, technological obsolescence and other technology risks may adversely impact the performance of these portfolio companies. High Yield, Low or Unrated Securities – Portfolio Fund investments in “high yield” bonds and preferred stock or debt securities may be unrated or rated in the lower categories by the various credit rating agencies (or in comparable non-rated securities). Securities in the lower categories are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered predominantly speculative with respect to the issuer’s 19  capacity to pay interest and repay principal. The yields and prices of such securities may tend to fluctuate more than those of higher-rated securities. The market for lower-rated securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold. ENERGY FUND RISKS Investments in a select group of general or limited partnerships or other entities that engage in privately negotiated, equity-related and permitted debt investments in energy, power and natural resources assets and companies with the goal of generating attractive risk-adjusted net returns. Volatility of Commodity Prices – The performance of investments of the Portfolio Funds may be substantially dependent upon prevailing prices of oil, natural gas, coal and other commodities (such as steel). Historically, the markets for oil and natural gas have been volatile, and such markets are likely to continue to be volatile in the future. Commodity prices have been, and are likely to continue to be, volatile and subject to wide fluctuations in response to many factors including but not limited to: (i) relatively minor changes in the supply of and demand for oil, gas or coal; (ii) market uncertainty; (iii) political conditions in international commodity producing regions; (iv) the extent of domestic production and importation of oil, gas or coal in certain relevant markets; (v) the foreign supply of oil and natural gas; (vi) the price of foreign imports; (vii) the price and availability of alternative fuels; (viii) the level of consumer demand; (ix) the price of steel and the outlook for steel production; (x) weather conditions; and (xi) the competitive position of oil, gas or coal as a source of energy as compared with other energy sources. Regulatory Risk – The energy and natural resources industries are subject to comprehensive United States and non-U.S. federal, state and local laws and regulations. Present, as well as future, statutes and regulations could cause additional expenditures, decreased revenues, restrictions and delays that could materially and adversely affect the Portfolio Funds. Regulatory Approvals – The Portfolio Funds may invest in companies that they believe have obtained all material energy and natural resources related United States and non-U.S. federal, state, local approvals, if any, required as of the date thereof to acquire and operate their facilities. In addition, the Portfolio Funds may make investments that may require the consent or approval of applicable regulatory authorities to acquire or hold certain investments. There can be no assurance that a Portfolio Fund investment will be able (i) to obtain all required regulatory approvals that it does not yet have or that it may require in the future; (ii) to obtain any necessary modifications to existing regulatory approvals; or (iii) to maintain required regulatory approvals. Delay in obtaining or failure to obtain and maintain in full force and effect 20  any regulatory approvals, or amendments thereto, or delay or failure to satisfy any regulatory conditions or other applicable requirements, could prevent operation of the facility or sales to third parties or could result in additional costs to a Portfolio Fund investment. Drilling, Exploration and Development Risks – The Portfolio Funds may invest in businesses that engage in oil and gas exploration and development, a speculative business involving a high degree of risk and the use of new technologies. In addition, in making such investments, a Portfolio Fund must rely on estimates of oil and gas reserves. The process of estimating oil and gas reserves is complex, requiring significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each reservoir. As a result, such estimates are inherently imprecise. LIFE SCIENCES FUNDS RISK: Investments in Portfolio Funds that invest in publicly traded companies with substantial operations in healthcare and life sciences, as well as investment in mid and small capitalization healthcare and life sciences businesses which may include investment in private companies or other illiquid securities. Healthcare and Life Science Industries’ Related Risks – An Ehrenkranz Fund will allocate its assets primarily among portfolio managers that invest in the healthcare and life sciences sectors. These investments may pose a higher risk of loss and higher volatility than investments in other market sectors due to various factors. For example, healthcare and life sciences related companies are generally subject to greater governmental regulation than other industries at both the U.S. state and federal levels, as well as internationally. Changes in governmental policies may have a material adverse effect on the demand for or costs of certain products and services. A healthcare or life sciences related company must receive government approval before introducing new drugs and medical devices or procedures. This process may delay the introduction of these products and services to the marketplace, resulting in increased development costs, delayed cost recovery and loss of competitive advantage to the extent that rival companies have developed competing products or procedures, adversely affecting the company’s revenues and profitability. Failure to obtain governmental approval of a key drug or device or other regulatory action could have a material adverse effect on the business of a portfolio company. In addition, failure to comply with government regulations and requirements may lead to fines, injunctions, civil penalties, recall, suspension of production or other costly requirements imposed on a company’s activities. Moreover, in both U.S. and non- U.S. markets, sales of healthcare products and their success will depend in part on the availability of reimbursement from third-party payers such as government health administration authorities, private health insurers and other organizations. The continuing 21 efforts of governmental and third-party payers to contain or reduce the costs of healthcare  affects the revenues and profitability of healthcare companies. Finally, because the products and services of healthcare and life sciences related companies affect the health and wellbeing of many individuals, these companies are especially susceptible to product liability lawsuits which may result in injury to reputation, litigation costs and substantial monetary damages to third parties. Certain healthcare and life sciences companies in which Portfolio Funds invest may allocate amounts to research and product development that are in excess of the amounts typically allocated by companies in other sectors. The securities of healthcare and life sciences companies may exhibit extreme price movements associated with the perceived prospects of success or failure of research and development programs. In addition, some companies may have limited operating histories, limited financial resources and may lack experienced management. As a result, they may face undeveloped or limited markets, have limited products, have no proven profit-making history, may operate at a loss or with substantial variations in operating results from period to period, have limited access to capital and/or be in the developmental stages of their businesses. Furthermore, the markets in which many of these companies operate are extremely competitive. New technologies and improved products and services are continually being developed, rendering older technologies, products and services obsolete. Moreover, competition can result in significant downward pressure on pricing. There can be no assurance that the companies in which the Portfolio Funds invest will successfully penetrate their markets or establish or maintain competitive advantages. DIGITAL ASSETS RISKS Investing in, buying, and selling digital assets and funds invested in digital assets presents a variety of unique risks - These risks include, without limitation, that digital assets are currently not legal tender, operate without central authority or banks and are not backed by any government. Digital assets are a relatively new but quickly evolving technological innovation with a limited history and remain a highly speculative asset class. As such, these assets have in the past experienced, and are likely in the future to continue to experience, high volatility, including periods of extreme volatility. Digital Assets could become subject to forks, and other various types of cyberattacks. Trading platforms on which digital assets are traded may stop operating or shut down due to fraud, technical problems, hackers or malware - These trading platforms may be more susceptible to fraud and security breaches than established, regulated exchanges for other products. The decentralized, open source protocol of the peer-to-peer computer network supporting a digital asset could be affected by internet disruptions, fraud or cybersecurity attacks, and such network may not be adequately maintained and protected by its participants. 22 Regulatory actions or policies may limit the ability to exchange a digital asset or utilize it for  payments, and federal, state or foreign governments may restrict the use and exchange of digital assets. It may be or in the future become illegal to acquire, own, sell, or use a digital asset in one or more countries, and the regulation of digital assets within and outside of the The SEC has increasingly focused on digital assets, digital asset sponsors and companies in the United States is still developing. digital asset space - As such, there has been and will likely continue to be increased regulatory scrutiny and adverse regulatory action for digital assets, digital asset sponsors and companies in the digital asset space. ESG RISKS: While the Advisor does not incorporate ESG factors into its investment approach generally, it may consider ESG integration and/or exclusions for Advisory Clients on a case-by-case basis upon request. There are no universally accepted ESG standards and not all Advisory Clients may agree on the appropriate ESG standards to apply in a particular situation. MONEY MARKET FUNDS: The Advisor may invest the cash of an Advisor Managed Fund in a money-market fund in order to maintain exposure to the market while managing cash on a short-term basis. Risks Associated with Money Market Funds. Although money market funds typically invest in low-risk instruments such as certificates of deposit, treasury bills and short-term commercial paper, there can be no guarantee of returns. Furthermore, the returns typically generated by these investments tend to be relatively low. Fees charged by the money market funds, which are indirectly paid for by investors in an Advisor Managed Fund that invests in a money market fund, can further diminish the return on investment. Additionally, some money market funds are not government insured. Item 9 – Disciplinary Information Relating to the Advisor Neither the Advisor nor its employees have been involved in any legal or disciplinary events in the past ten years that would be material to a client’s evaluation of the Advisor or its personnel. Item 10 – Other Financial Industry Activities and Affiliations The Advisor is registered as a commodity pool operator and a commodity trading adviser. All of the Advisor’s partners (with the exception of Amy G. Bermingham and Hannah W. Mensch) are registered as associated persons of the Advisor. The Advisor is not actively engaged in any 23  business activity other than providing investment advice. However, all of the Advisor’s limited partners (with the exception of John B. Ehrenkranz) are also attorneys and are separate partners of the Law Firm. Two of the seven limited partners of the Advisor devote substantially all their business time to representing the clients of the Law Firm. The other five limited partners of the Advisor devote a majority of their business time to providing investment advisory services to the Advisor Managed Funds, Advisory Clients and Ehrenkranz Funds. The Advisor serves as the general partner of E&E Advisors L.P. and E Capital Management L.P., each a registered investment advisor that is owned and managed by the seven individuals that are partners of the Advisor. The Advisor also serves as general partner of Acquisition Funds GP-L.P., an entity that serves as general partner to certain Advisor Managed Funds and is also owned and managed by the seven individuals that are partners of the Advisor. Neither the Advisor nor any of its related persons: (i) has directly or indirectly compensated any person for client referrals or (ii) has any arrangements, oral or in writing, in which the Advisor or such related person is paid cash by, or receives some economic benefit from, a non- client in connection with giving advice to clients. Certain Advisory Clients are affiliated with a Portfolio Fund in which an Advisory Client, Advisor Managed Fund or Ehrenkranz Fund is invested. The percentage of the Advisor’s assets under management attributable to investments in such Portfolio Funds is approximately 9%. Nonetheless, the Advisor monitors the level of investment in such Portfolio Funds and would disclose any material financial conflict of interest that may arise. Additionally, a list of the names of such Portfolio Funds will be provided to any Advisory Client upon request. A non-client related person of a Portfolio Fund is invested in an Advisor Managed Fund. This investment represents approximately 2% of that Advisor Managed Fund’s total capital commitments as of the date of this brochure. The Advisor mitigates any conflict of interest by not taking a management fee in respect of this investment. A relative of the Ehrenkranz family is employed by a Manager (as defined in Section 12 below) that is recommended to certain Advisory Clients. Neither the Advisor, the Ehrenkranz family nor the Manager receive any commissions or any other form of compensation in connection with Advisory Client assets invested with the Manager based upon the recommendations of the Advisor or its affiliates. As of December 2024, less than 1% of the Advisor’s regulatory assets under management are allocated to this Manager. 24  Item 11 – Code of Ethics The Advisor has adopted a Code of Ethics for all supervised persons of the firm describing its high standard of business conduct and fiduciary duty to its clients. The Code of Ethics includes provisions relating to the confidentiality of client information, a prohibition on insider trading, rumor mongering, restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and personal securities trading procedures, among other things. All supervised persons of the Advisor must acknowledge the terms of the Code of Ethics annually, or as amended. The Advisor may recommend to Advisory Clients or prospective clients the purchase of interests in Funds for which the Advisor or its affiliates have a financial interest as the general partner or investment manager of such Funds. The vast majority of investments in a Fund by an Advisory Client are made on a non-discretionary basis and the Advisor discloses its financial interest, or that of its affiliate, to such Client prior to such investment. Client investments in Funds directed by the Advisor on a discretionary basis and the financial interest of the Advisor or its related persons, are disclosed to the Client prior to such investment. Additionally, in some instances Advisory Clients or other Fund investors may be affiliated with Portfolio Funds held by Advisory Clients, Advisor Managed Funds or Ehrenkranz Funds. With the exception of investments made on behalf of the discretionary Advisory Clients, all investments by other Advisory Clients into such Portfolio Funds or into any Ehrenkranz or Advisor Managed Fund that holds interests in such Portfolio Funds, are made on a non-discretionary basis. All investments by an Ehrenkranz Fund or Advisor Managed Fund into such Portfolio Funds are made on a discretionary basis; however, certain partners of the Advisor may be excluded from participating from such investment decisions if such partner’s relationship with such affiliated Advisory Client could be deemed to influence such partner’s ability to be impartial. The affiliation between certain Advisory Clients or Fund investors and Portfolio Funds could potentially create a material financial conflict of interest. Consequently, the Advisor monitors the level of investment in such Portfolio Funds and would disclose any material financial conflict of interest that may arise. Additionally, a list of the names of such Portfolio Funds will be provided to any Advisory Client upon request. Given the Advisor’s manager-of-managers investment strategy, the Advisor does not anticipate that the personal trading practices of supervised persons will materially conflict with the best interest of the Advisor’s Clients. The Code of Ethics is designed to ensure that the personal securities transactions of the Advisor’s related persons will not violate insider trading laws. Under the Code of Ethics, certain securities have been designated as restricted, based upon a determination that a related person of the Advisor either has material nonpublic information about an issuer or has a relationship with insiders of the issuer that is highly likely to result in 25  such supervised person obtaining material nonpublic information. In addition, the Code of Ethics requires pre-clearance of any purchase of interests in private placements, initial public offerings or publicly offered securities that an employee received information about in the course of performing duties for the Advisor. Employee trading is monitored on a quarterly basis under the Code of Ethics to reasonably prevent insider trading. The Code of Ethics requires all supervised persons to devote their full time and efforts to the Advisor’s business unless certain outside activities have been approved by the Chief Compliance Officer and the Chief Operating Officer. In addition, no supervised person may make use of either his or her position as an employee or information acquired during employment or make personal investments in a manner that may create a conflict, or the appearance of a conflict, between the employee’s personal interests and the interests of the Advisor or the Advisor’s Clients. pro rata In certain situations, an investment opportunity may be suitable for more than one Advisor Managed Fund and/or Advisory Client. In making allocation decisions among Advisor Managed Funds and the Advisory Clients, the Advisor will take into account a number of factors including, but not limited to, investment objectives, leverage parameters, volatility objectives, rate of return objectives, tax position, liquidity requirements and whether an allocation to a particular Advisor Managed Fund or Advisory Client will have a material impact on its overall portfolio. Application of these and other considerations may result in different allocation decisions depending on the particular facts and circumstances in existence at the time the allocations are made and may or may not result in a allocation of limited investment capacity among all Ehrenkranz or Advisor Managed Funds and Advisory Clients. In the event that a limited capacity investment opportunity is suitable for both Advisory Clients and an Advisor Managed Fund, the Advisor’s preference is to first allocate such opportunity to the Advisor Managed Fund and subsequently allocate to the applicable Advisory Clients. Exceptions may occur based on the amount of capacity available, number of Advisory Clients and/or Advisor Managed Funds involved, nature of the risks associated with investment, or other factors. Any exception is reviewed and approved by the Investment Committee and documented by the Chief Compliance Officer. Generally, it is the Advisor’s policy not to permit principal transactions. However, there are certain circumstances in which the Advisor or an affiliate may offer to purchase the illiquid holdings of an Advisor Managed Fund or an Ehrenkranz Fund, for example, in order to facilitate the liquidation of such Fund. In such situations, the Advisor will pay the estimated value of the holding as determined by the third-party manager as of the most recent date available without taking a discount. Prior to executing such transactions, the Advisor discloses to the limited 26  partners of the Fund all pertinent purchase price and valuation information and obtains their unanimous consent. The Advisor’s clients, prospective clients or any investor in an Advisor Managed Fund may request a copy of the Advisor’s Code of Ethics by contacting Chief Compliance Officer, Barry Rosenthal, at barry.rosenthal@eplp.com. Item 12 – Brokerage Practices The Advisor does not recommend broker dealer services to Advisory Clients. However, related persons of the Advisor actively monitor the performance of investment managers that may have broker dealer affiliates (“Managers”) and may recommend the services of such Managers to Advisory Clients. Such recommendations are based on a comparative analysis of each Manager which focuses on (i) performance over a 10 year span (if applicable), (ii) the organization of the Manager, (iii) institutional clients serviced by the Manager and (iv) portfolio diversification, concentration, turnover and volatility. The Managers typically provide discretionary portfolio management services to Advisory Clients and certain Ehrenkranz or Advisor Managed Funds. The Managers generally do not charge commissions on transactions effected but rather receive compensation in the form of a management fee. The management fees charged by the Managers are consistent with industry standards for discretionary managed accounts. Neither the Advisor nor any of its affiliates or related person receives services, research, products or any other form of compensation from the Managers in exchange for recommendations. To facilitate the administration of establishing separately managed accounts with the Managers on behalf of the Advisory Clients, Advisor Managed Funds and Ehrenkranz Funds, the Advisor entered into a master custodian relationship with Pershing Advisor Solutions LLC (“Pershing”). Advisory Clients that wish to establish separately managed accounts with Managers are advised to open sub-accounts with Pershing and authorize the Advisor to instruct Managers to trade against those accounts. All account openings as well funding, external transfers (meaning to accounts under a different name on the Pershing platform or to any account with a different custodian) and withdrawals of Advisory Client assets within Pershing sub accounts must be authorized by the Advisory Client except in limited cases where a discretionary Advisory Client has a standing letter of authorization on file with Pershing authorizing Pershing to take instruction solely from the Advisor. The Advisor is deemed to have custody in these limited instances and subjects such accounts to a surprise annual audit conducted by an independent public accounting firm on an annual basis. 27  Pershing can and may also provide brokerage services to Advisory Clients who have established custody accounts. The Advisor may transmit certain brokerage instructions to Pershing upon written authorization from an Advisory Client. Advisory Clients, Advisor Managed Funds and Ehrenkranz Funds pay a basis point fee to Pershing at the sub account level for custodian services. The Advisor does not share in such fees or receive any other form of compensation from Pershing. Item 13 – Review of Accounts Five of the limited partners of the Advisor (“Investment Committee Members”) generally meet on a weekly basis or more frequently to review the Advisor Managed Funds, Portfolio Funds and the managers of Advisory Client separate accounts. Partners attending this meeting are supported by various personnel, which usually include additional staff from the Research Group, Client Services Group and senior finance and operations management including the Chief Operating Officer. Additionally, the Chief Compliance Officer may attend at any time. As part of the review process, the Investment Committee Members analyze several factors including, but not limited to, the weighting of different investments as well as the sector and geographic allocation of such assets and organizational issues. Investment decisions relating to the portfolios of Advisor Managed Funds are determined at the Investment Committee Members meetings, which are generally held weekly. Investment decisions relating to Advisory Client portfolios are made by the Advisory Client based on investment advice provided by the Investment Committee Member and/or the Client Advisor responsible for such Advisory Client. With respect to Advisory Clients, the Advisor typically provides monthly reports which are normally sent to clients 15 to 30 days after the end of each month. The reports generally consist of several sections, providing: (i) summary and/or detailed information regarding assets held (including investments in Advisor Managed Funds or Ehrenkranz Funds), (ii) summary and/or detailed performance reporting, (iii) summary and/or detailed transaction information and (iv) additional information with respect to closed end, committed capital investments. All Advisor reporting is generated internally. Item 14 – Client Referrals and Other Compensation The Advisor does not receive any economic benefit from non-clients for providing investment advice or other advisory services to clients. The Advisor does not provide compensation to any person for client referrals. 28  Item 15 – Custody The Advisor is deemed to have custody of the assets of the Advisor Managed Funds since the Advisor has the power to withdraw funds or securities from the Advisor Managed Funds’ accounts and has access and legal ownership of Advisor Managed Fund’s securities. The beneficial owners of the Advisor Managed Funds will receive audited financial statements prepared in accordance with U.S. generally accepted accounting standards within 180 days of the Advisor Managed Fund’s fiscal year end. The Advisor is also deemed to have custody of the assets of its discretionary Advisory Clients because the Investment Management Agreements between the Advisor and such Advisory Client grants the Advisor authority to execute subscription documentation on behalf of the Advisory Client. Consequently, discretionary Advisory Clients are included in an annual surprise examination conducted by an independent public accounting firm, in compliance with Rule 206(4)-2 of the Investment Advisors Act of 1940 (the “Custody Rule”). Certain partners of the Advisor, in their capacity as trustees of certain Advisory Client trusts, have the power to withdraw funds or securities from accounts held by such trusts. Additionally, certain discretionary Advisory Clients have a standing letter of authorization on file with Pershing or a custodial agreement that gives the Advisor the ability to authorize the disbursement of funds from the Advisory Client’s account. Accordingly, the Advisor maintains all cash and securities of such client trusts and discretionary Advisory Client accounts with a qualified custodian and ensures that such qualified custodian delivers account statements to the partner trustee and/or Advisory Client (or its representative) on at least a quarterly basis. Account statements prepared by the Advisor summarizing the trust or Advisory Client account balances are sent to the Advisory Client or a non-affiliated trust accountant on a quarterly basis. Such account statements are accompanied by a letter urging the recipient to i) compare the account statements they receive directly from the custodian to the account statement provided by the Advisor and ii) to verify that the account balances reported by the Advisor are consistent with the records maintained by the accountant. The Advisor also undergoes a surprise Custody Rule audit on an annual basis conducted by an independent public accounting firm. Item 16 – Investment Discretion The Advisor manages Advisory Client accounts on both a discretionary authority and non- discretionary authority. Discretionary arrangements are entered into based on the preference of the Advisory Client. Prior to accepting such discretionary authority, the Advisor provides the Advisory Client with a copy of its Form ADV Part 2 and Part 3 – Form CRS and executes a discretionary advisory agreement. The Advisory Agreement contains an investment mandate 29  that describes the eligible investments, investment strategy and targeted return of the Advisory Client portfolio. The current discretionary Advisory Clients of the Advisor have not imposed any investment restrictions. The Advisor also has discretionary authority to manage the investments of the Advisor Managed Funds in its capacity as general partner of such funds. The partnership agreements of the Advisor Managed Funds and the Privity Agreement between the Affiliated GP and the Advisor grant the Advisor the right, power and authority to undertake on behalf of the Advisor Managed Funds all actions that, in the Advisor’s sole judgment, are necessary to manage and control the day-to-day business of the Advisor Managed Funds. Item 17 – Voting Client Securities The Advisor does not vote proxies on behalf of the Advisor Managed Funds or the Advisory Clients. The Advisor does, however, submit or withhold consent on behalf of the Advisor Managed Funds with respect to certain actions or amendments to offering terms proposed by the managers of the Portfolio Funds. Each proposed amendment or action (“Proposal”) is reviewed by the Chief Operating Officer and, if necessary, presented by the Chief Operating Officer to one or more of the Advisor’s investment committee members. If deemed necessary, the Proposal is discussed with the Chief Financial Officer and/or among the investment committee members and an agreed upon course of action is determined. The Finance Group submits the decision to the Portfolio Fund manager. A log that records each Proposal received and the Advisor’s response is maintained. An investor in an Advisor Managed Fund may inquire as to the status of any Proposal relating to such Fund by contacting the Advisor’s Chief Compliance Officer, Barry Rosenthal, at barry.rosenthal@eplp.com. The Advisor may, upon request from an Advisory Client, provide advice to such Advisory Client regarding how to vote or respond to a Proposal. Item 18 – Financial Information The Advisor is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to Clients. The Advisor has not been the subject of a bankruptcy petition at any time during the past ten years. Item 19 – 28 – Brochure Supplements – 30