Luminate Capital Management, Inc., a Delaware corporation (“Luminate” or the “Adviser”), was formed
in 2015. Luminate, together with its Advisory Affiliates (as defined below), provides discretionary
investment advisory services to pooled investment vehicles (the “Luminate Funds”) that are offered
solely to qualified investors and are exempt from registration under the Investment Company Act of
1940, as amended (the “Investment Company Act”), and whose securities are not registered under the
Securities Act of 1933, as amended (the “Securities Act”). Hollie Haynes is the Founder, President and
principal owner of Luminate.
The Adviser has established certain investment vehicles through which certain employees or other
personnel of Luminate, operating partners, market participants, finders, consultants and other service
providers, officers, and independent contractors of the Adviser, certain business associates, certain
investors in the Luminate Funds, or other persons close to the firm have invested alongside one or more
Luminate Funds in one or more investment opportunities (referred to herein as “Co-Investment Vehicle”
together with the Luminate Funds the “Funds” or the “Advisory Clients”). Luminate may also permit
certain co-investors to participate in an investment by investing through a holding company alongside
the applicable Fund or otherwise. Co-investments typically involve investment and disposal of interests
in the applicable portfolio company at the same time and on the same terms as the Fund making the
investment. However, from time to time, for strategic and other reasons, a co-investor or Co-Investment
Vehicle may purchase a portion of an investment from one or more Luminate Funds after such Luminate
Funds have consummated their investment in the portfolio company (also known as a post-closing sell-
down or transfer. Any such purchase from a Luminate Fund by a co-investor or Co-Investment Vehicle
generally occurs shortly after the Luminate Fund’s completion of the investment to avoid any changes
in valuation of the investment. Where appropriate, and in Luminate’s sole discretion, Luminate is
authorized to charge interest on the purchase to the co-investor or Co-Investment Vehicle (or otherwise
equitably adjust the purchase price under certain conditions) and to seek reimbursement to the relevant
Luminate Fund for related costs. However, to the extent such amounts are not so charged or reimbursed,
they generally will be borne by the relevant Luminate Fund.
Advisory Structure
The Adviser provides investment management and/or investment advisory services to each Fund in
accordance with the limited partnership agreement (or analogous organizational document) (each, a
“Partnership Agreement”) of such Fund, separate investment management agreements (each such
investment management agreement, an “Advisory Agreement”), and/or side letters with investors
(collectively, the “Governing Documents”). The details of such investment advisory services are detailed
further in the private placement memoranda of the Funds and below in Item 8. All defined terms used
in this Brochure but not defined herein will have the same meaning ascribed to them in each Fund’s
Governing Documents.
Certain affiliates of Luminate serve as general partners, general partners of the general partner or
managing members of the
Funds (“Advisory Affiliates”) and operate a single advisory business with
Luminate. Each of the Advisory Affiliates is a related person of Luminate and is under common control
with Luminate including their respective partners, managers, members, shareholders, officers,
employees and Affiliates in their respective capacities as such. Each Advisory Affiliate that serves as a
general partner or managing member is subject to the Advisers Act, pursuant to Luminate’s registration
in accordance with SEC guidance, is subject to all of Luminate’s compliance policies and procedures. As
such, references to Luminate in this Brochure should also be considered references to the Advisory
Affiliates in the appropriate context.
The Adviser provides investment management and/or investment advisory services to each Fund in
accordance with the Governing Documents of such Fund. The Adviser’s investment management and/or
investment advisory services consist of investigating, identifying, and evaluating investment
opportunities, structuring, negotiating, and making investments on behalf of the Funds, managing and
monitoring the performance of such investments, and disposing of such investments. Luminate offers
investment advice solely with respect to the investments made by the Funds. Luminate or its Advisory
Affiliate serves as the investment adviser or general partner to the Funds in order to provide such
services. From time to time, where such investments consist of portfolio companies, the senior principals
or other investment professionals of Luminate or its Advisory Affiliates generally serve on such portfolio
companies’ respective boards of directors or otherwise act to influence control over management of
portfolio companies in which the Funds have invested.
Investment advice is provided directly to the Funds and not individually to the investors in the Funds.
Investment restrictions for the Funds, if any, are generally established in the Governing Documents or
offering documents of the applicable Fund. Investors in the Funds participate in the overall investment
program for the applicable Fund, but may be excused from a particular investment due to legal,
regulatory or other agreed-upon circumstances pursuant to the relevant Partnership Agreement or side
letter.
Luminate has and may in the future enter into side letter agreements with certain Investors. Side letters
are negotiated prior to investment and may establish rights that supplement, or alter the terms of, the
applicable Governing Document. Pursuant to such side letters, certain Investors may have rights which
are not available to other Investors (including economic or other terms). For example, such terms and
conditions may provide for special rights to make future investments in a Fund, or other investment
vehicles; a reduction or rebate in Management Fees or Carried Interest (defined below) to be paid by
the investors, preferential rights to participate in co-investment opportunities (including rights to invest
in a Co-Investment Vehicle and/or other terms); and such other rights as may be negotiated by Luminate,
a Fund and an investor.
Luminate does not participate in wrap fee programs.
As of December 31, 2023, Luminate manages approximately $2,518,711,943 of Fund assets on a
discretionary basis. Luminate does not have any Funds whose assets are managed on a non-discretionary
basis.