Enlightenment Capital LLC

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Enlightenment Capital LLC
CRD #166422
SEC #801-110930
CIK #
AUM 2,116.7 M (2026-04-24)
Employees 18 (72% Investors, 0% Brokers)
Fees
Minimum
Phone240-752-9616
Address4445 Willard Avenue
Chevy Chase, MD 20815
Source [IAPD] [Website] [LinkedIn]
Total AUM ($B)
3.02.41.81.20.60.02010201520212027
Fees and Compensation — Form ADV Part 2A (3/31/2026) [Brochure]
Item 5 – Fees and Compensation
Advisory compensation

Each investor in a Fund is charged an investment management fee (the “Management Fee”)
that is generally based on capital commitments or invested capital, depending on the stage of
a Fund’s life cycle. The amount of, and the manner and calculation of, the Management Fee
is established through negotiations between Enlightenment and each Fund and is set out in
each Fund’s organizational documents and/or other documentation received by or agreed
upon with an investor prior to investment in such Fund (the “Fund Documentation” or “Fund
Documents”).

Enlightenment reserves the right to waive a portion of its Management Fee and instead have the
limited partner investors contribute a portion of the general partner’s capital commitment to the
Funds, although the general partner will share in distributions related to the amount contributed
by the limited partners on its behalf. Enlightenment retains the right to reduce the Management
Fee due from a limited partner investor at its discretion.

Management Fees are paid quarterly in advance by each Fund investor to Enlightenment or
an affiliated entity. Coinvest management fee structures vary from the terms outlined herein as
specified in applicable Fund Documents.

Subject to Fund Documentation, Enlightenment or an affiliate is allocated a portion of
cumulative net profits from the investments of such Fund (customarily referred to as a “Carried
Interest”).

The compensation described herein may be modified and will at times differ from one Fund to
another, as well as among investors in the same Fund. The Management Fee and Carried
Interest is reduced or waived in some circumstances in connection with the receipt by
Enlightenment or its related persons of various fees paid by actual or prospective Fund
portfolio companies or by certain organizational or other expenses borne by such Fund.

Other Expenses Paid by the Funds

In addition to paying Management Fees and Carried Interest, each Fund is subject to the
payment of other expenses, as set out in the Fund Documentation for each Fund, such as:

   •   expenses incurred in connection with the organization of a Fund,

   •   fees, costs, and expenses incurred in connection with the dissolution, liquidation and
       winding up of a Fund,

   •   expenses incurred in connection with preparing any amendment, restatement, or other
       modifications to certain Fund Documentation,

   •   legal, administrator, accounting, auditing, and other professional expenses including, but
       not limited to, regulatory, compliance, filings, and reporting expenses (to the extent
       related to a client or its investments),

   •   principal, interest, and expenses relating to, or arising out of, borrowings by such Fund
       and all reasonable brokerage fees, commissions, and discounts,

   •   costs and expenses incurred in connection with the evaluation, research, purchase,
       retention, or sale of securities (whether or not consummated), including, without
       limitation, loan fees, private placement fees, sales commissions, finder’s fees, brokerage
       fees, auditing fees, underwriting commissions and discounts, investment banker fees,
       insurance costs, and all other expenses that are directly related to particular investments
       or proposed investments, whether or not actually consummated,

   •   expenses incurred in connection with any meeting with investors and meetings of any
       committees formed by a Fund (such as a Limited Partner Committee),

   •   fees, costs, and expenses associated with the preparation and delivery of Fund financial
       statements, tax returns and Schedule K-1s, capital calls, distribution notices, other
       reports, and notices, and other required or requested information (including the fees,
       costs and expenses incurred to provide access to such reports or information, including
       through a website or other portal),

   •   the reasonable costs of any litigation, D&O liability, or other insurance, and

   •   any indemnification or extraordinary expense or liability relating to the affairs of such
       Fund.

From time to time, Enlightenment will be required to decide whether costs and expenses are to
be borne by a Fund, on the one hand, or Enlightenment, on the other, and/or whether certain
costs and expenses should be allocated between or among Funds. Enlightenment will make
such judgments in a manner that it determines to be fair and reasonable in good faith,
notwithstanding its interest in the outcome, and will make corrective allocations should it
determine that such corrections are necessary or advisable. Costs and expenses are generally
allocated, but not exclusively, pro rata based on the asset size of the Fund or Fund
commitments.

However, such determination is inherently subjective and could give rise to conflicts of interest.
There can be no assurance that a different manner of allocation would not result in a Fund
bearing a greater (or lesser) amount of expenses. Travel and entertainment expenses in
connection with a trip taken by employees of Enlightenment for purposes of multiple matters will
generally be allocated to each such matter based on the time spent for each matter.

The Funds also bear expenses indirectly to the extent a portfolio company (or intermediate entity)
pays expenses, including expenses of the Firm and/or its affiliates; the relative percentage of
these expenses that are borne by various stakeholders (including the relevant Fund, any co-
investors, portfolio company management and other persons) is expected to depend upon the
level at which such expenses are charged or incurred.

Other Compensation

Enlightenment and its affiliates are often eligible to receive monitoring fees in certain cases
pursuant to monitoring agreements with portfolio companies of the Funds governing the advice,
...
Account Minimums and Types of Clients — Form ADV Part 2A (3/31/2026) [Brochure]
Item 7 – Types of Clients
Types of Clients and Investment Vehicles

As noted in Item 4 above, Enlightenment provides discretionary investment advice to the Funds,
which are pooled investment vehicles exempt from registration under the 1940 Act. Each Fund
has a minimum subscription amount as set forth in the Fund Documents. Enlightenment
reserves the right to waive the minimum investment amount for investors.

Feeder Funds

When necessary, one or more feeder funds are formed to facilitate an investment in a Fund by
the investors in such feeder fund (each, a “Feeder Fund”). A Feeder Fund is a limited partner of
the Fund whose interests in the Feeder Fund are held by the investors who elect to participate in
the Fund through such Feeder Fund. Certain alternative investment vehicles will also be
developed by the general partner of a Fund, when necessary, to facilitate certain investments by
a Fund or other investors.
Type Form D Funds Date Sold AUM
PE Ascent Coinvest SPV LP [2025-03-31] 18.1 M
Filed 2024-06-12 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
PE Enlightenment Capital Solutions Fund V LP [2025-03-31] 826.9 M
Offered $600,000,000 · Filed 2024-05-17 (D) · Exemption 3(c)(7), 506(b), 3(c) · Remaining $600,000,000 · Duration One year or less · Revenue Decline to Disclose
PE ArcLight Coinvest SPV LP [2024-03-29] 46.6 M
Filed 2023-01-12 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
PE Inferno Coinvest SPV LP [2024-03-29] 84.6 M
Filed 2023-04-20 (D) · Exemption 506(b), 3(c), 3(c)(1) · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
PE Enlightenment Capital Solutions Fund IV LP [2023-03-31] 698.7 M
Offered $350,000,000 · Filed 2022-01-07 (D) · Exemption 506(b), 3(c)(7) · Remaining $350,000,000 · Duration One year or less · Revenue Decline to Disclose
PE RR Coinvest SPV LP [2023-03-31] 3.2 M 6.1 M
Offered $3,250,000 · Filed 2022-02-22 (D) · Exemption 506(b), 3(c), 3(c)(7) · Duration One year or less · Revenue Decline to Disclose
PE Everwatch Coinvest III SPV LP [2021-03-31] 0.3 M
Filed 2020-07-31 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
PE Everwatch Coinvest II SPV LP [2021-03-31]
Filed 2020-01-21 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
PE HULK Coinvest SPV LP [2021-03-31] 4.0 M
Filed 2020-07-30 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
PE System High Coinvest SPV LP [2020-03-30] 4.5 M 0.2 M
Offered $4,500,000 · Filed 2019-06-10 (D) · Exemption 506(b), 3(c), 3(c)(7) · Duration One year or less · Revenue Decline to Disclose
View All
AUM Breakdown Accounts AUM ($B)
By Client Type
(a) Individuals (other than high net worth individuals) 0 0.0
(b) Individuals (high net worth individuals) 0 0.0
(c) Banking or thrift institutions 0 0.0
(d) Investment companies 0 0.0
(e) Business development companies 0 0.0
(f) Pooled investment vehicles 16 2.1
(g) Pension and profit sharing plans 0 0.0
(h) Charitable organizations 0 0.0
(i) State or municipal government entities 0 0.0
(j) Other investment advisers 0 0.0
(k) Insurance companies 0 0.0
(l) Sovereign wealth funds and foreign official institutions 0 0.0
(m) Corporations or other businesses not listed above 0 0.0
(n) Other 0 0.0
Total 16 2.1
By Discretionary
Discretionary 16 2.1
Non-Discretionary 0 0.0
Total 16 2.1
By Non-United States Persons
Non-United States Persons 0.0
United States Persons 2.1
Total 16 2.1
Form D Directors Role # Filings # Firms 2011 - 2026
Pierre Chao Executive Officer 12 3
Devin Talbott Executive Officer 19 2
Jeff Guffey Executive Officer, Promoter 11 2
Jason Rigoli Executive Officer 5 2
Enlightenment Capital Partners III GP LLC Executive Officer 3 2
Enlightenment Capital Partners II GP LLC Director, Executive Officer 3 2
Enlightenment Coinvest GP LLC Director, Executive Officer, Promoter 6 1
General Partner Enlightenment Coinvest GP LLC Executive Officer 3 1
General Partner Enlightenment Capital Partners I GP LLC Executive Officer 1 1
Enlightenment Capital LLC Promoter 1 1
View All
Firm Profile (Form ADV)
ServesInstitutional
Fund TypesPrivate Equity
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