Dilation Capital Management LP (the “Investment Manager”) a limited partnership organized under the
laws of the state of Delaware, United States, is registering with the Securities and Exchange Commission
(the “SEC”) as an investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”). Brian
L. Eizenstat controls the Investment Manager as the managing member of Dilation Capital Management
GP LLC, its general partner. Dilation Partners GP, LLC (the “Manager”), a limited liability company
organized under the laws of the state of Delaware, United States and an affiliate of the Investment
Manager, serves as the manager to the Master Fund and has overall responsibility for the investment
strategy of the Master Fund, subject to the policies and control of the Master Fund Board of Directors (as
defined below). The Manager also serves as the general partner of the U.S. Partnership. Mr. Eizenstat is
the managing member of the Manager.
The Investment Manager and the Manager also serve as investment manager, manager and general partner,
as applicable, of Dilation Partners Long, LP, Dilation Offshore Long, Ltd., and Dilation Master Fund
Long, Ltd. (collectively, the “Long Only Funds”). The Fund invests all of its investable assets through
“master-feeder” structure in Dilation Master Fund Long, Ltd. (the “Master Fund”). The Master Fund’s
portfolio consists primarily of the long positions held in the Long Only Funds. The Investment Manager
and the Manager may in the future serve in similar capacities to other investment funds, managed accounts,
proprietary accounts and special purpose vehicles.
U.S. Partnership and may in the future serve as investment manager to other investment funds, managed
accounts, proprietary accounts and special purpose vehicles.
A summary of the currently open and available Tranches of Shares and their terms (as more fully described
elsewhere herein) is as follows:
Tranche A1
• Management Fee: 1.00%;
• Incentive Allocation: 20% over 7% Hurdle
• Lock-up: 1 year
• Redemptions: Quarterly with 65 days’ notice
Tranche A2
• Management Fee: 1.00%;
• Incentive Allocation: 20% over MSCI World Index
• Lock-up: 1-year
• Redemptions: Quarterly with 65 days’ notice
Tranche F-A1
• Management Fee: 0.50%;
• Incentive Allocation: 25% over 7% Hurdle
• Lock-up: 1-year
• Redemptions: Quarterly with 65 days’ notice
Tranche F-A2
• Management Fee: 0.50%;
• Incentive Allocation: 25% over MSCI World Index
• Lock-up: 1-year
• Redemptions: Quarterly with 65 days’ notice
For all classes
• Management Fees are accrued monthly and paid quarterly in advance
• Incentive allocations are accrued monthly and allocated annually
• Incentive allocations will be based on a high watermark
The Investment Manager invests globally and thematically, leveraging its deep research and knowledge.
The Investment Manager seeks investment opportunities in publicly-traded companies with great
management teams and major secular growth drivers. The Investment Manager generally invests in the
following sectors and related sub-sectors: telecommunications, media and technology; industrials; business
services; and payments. The Investment Manager may invest in additional sectors in the future.
The Master Fund's investment ideas are drawn predominantly from the universe of long positions in which
the Flagship Funds (as defined below) invest, although the Investment Manager (as defined below) may
determine that certain investments contained in the Flagship Funds' portfolio are not appropriate for the
Master Fund and vice versa.
While the Investment Manager employs the investment strategy for the Master Fund on a "long-only"
basis, the Master Fund may
engage in hedging with respect to currency exposures and may hold positions
that when combined, form a "long" directional trade. Accordingly, there may be times when the Master
Fund holds positions that are not "long" even though the term "Long" is included in the name of the Fund.
The Fund has entered into an Investment Management Agreement with the Investment Manager and the
Master Fund has entered into a separate Investment Management Agreement with the Investment Manager
and the Manager (each, an "Investment Management Agreement"), each of which remains in effect through
December 31 of each year and from year to year thereafter, except that each may be terminated by any
party thereto at any time upon at least sixty-five (65) days' prior written notice.
The Investment Manager and/or its affiliates may, from time to time, offer one or more shareholders or
investors in any other investment funds, managed accounts and proprietary accounts sponsored or managed
by the Investment Manager, the Manager or their affiliates, including the Flagship Funds (each, an "Other
Account" and collectively, the "Other Accounts"), and/or other third-party investors the opportunity to co-
invest with the Master Fund in particular investments. The Investment Manager and its affiliates are not
obligated to arrange co-investment opportunities, no shareholder will be obligated to participate in such an
opportunity, and the Investment Manager may offer co-investment opportunities only to certain of the
persons referenced above in its sole discretion. The Investment Manager and its affiliates have sole
discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular
shareholder and may allocate co-investment opportunities instead to investors in Other Accounts or to third
parties.
If the Investment Manager or its affiliates determine that an investment opportunity is too large for the
Master Fund, the Investment Manager and its affiliates may, but will not be obligated to, make proprietary
investments therein. The Investment Manager or its affiliates may receive fees and/or allocations from co-
investors, which may differ as among co-investors and also may differ from the fees and/or allocations
borne by the Fund. Other terms and rights applicable to such co-investors (including without limitation,
redemption rights, information rights and the terms related to the particular structure of any co-investment
vehicle) may also differ from the terms and rights applicable to investors in the Fund as well as among co-
investors.
Prospective shareholders generally must be non-U.S. persons or Permitted U.S. Persons and must meet
other suitability requirements. "Permitted U.S. Persons" are (i) tax-exempt U.S. persons within the
meaning of the Internal Revenue Code that are subject to ERISA, or are otherwise exempt from payment
of U.S. federal income tax or (ii) a pass-through entity for U.S. federal tax purposes substantially all of the
ownership interests in which are held by tax-exempt U.S. persons. Permitted U.S. Persons must be
"accredited investors", as defined in Regulation D promulgated under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and either "qualified purchasers", as defined in Section 2(a)(51) of the
U.S. Investment Company Act of 1940, as amended (the "Company Act"), or "knowledgeable employees",
as defined under Rule 3c-5 of the Company Act, and must also meet other suitability requirements. The
Board of Directors, in its discretion, may decline to accept the subscription of any prospective shareholder.
(See "Suitability Requirements.")
Dilation does not participate in wrap fee programs.
As of December 31, 2023, Dilation managed client assets totaling approximately $43.178 million, all of
which is managed on a discretionary basis.