Northlane Capital Partners LLC

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Northlane Capital Partners LLC
CRD #285990
SEC #801-108699
CIK #
AUM 1,156.2 M (2026-05-08)
Employees 22 (82% Investors, 0% Brokers)
Fees
Minimum
Phone301-272-9990
Address2 Bethesda Metro Center
Bethesda, MD 20814-6319
Source [IAPD] [Website] [LinkedIn]
Total AUM ($M)
120096072048024002010201520212027
Fees and Compensation — Form ADV Part 2A (3/30/2026) [Brochure]
Item 5:         Fees and Compensation
In general, Northlane receives a management fee (the “Management Fees”) and a carried interest in
connection with the provision of advisory services to its clients. Northlane receives additional
compensation in connection with management and other services performed for portfolio companies of
the Funds and such additional compensation will offset in whole or in part the Management Fees
otherwise payable to Northlane to the extent provided by the relevant Partnership Agreement. Investors
in a Fund also bear certain expenses.

Management Fees

Each Fund pays Northlane, quarterly in advance, a non-refundable Management Fee (as further described
in such Fund’s Memorandum), with such fees payable on a pro rata basis for any period that is less than
a full quarterly period. Each Fund’s General Partner generally makes capital calls on such Fund’s investors

for the amount of the Management Fee and pays the amounts received to the Company. As a general
matter, Management Fees will be payable during term extensions (and thereafter, prior to a Fund’s
final liquidating distribution) unless otherwise agreed with investors.

As is generally the case in private equity funds, the Partnership Agreement provides that a Fund’s
Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. As further specified in the Partnership Agreement, from the effective
date of the relevant Fund until a date specified in such Partnership Agreement (the “Stepdown
Date”), Management Fees generally will be charged based on a formula tied to the amount of the
relevant Fund’s aggregate commitments. Further, after the Stepdown Date, Management Fees
generally will be charged and calculated based on a formula tied to the amount of investment
contributions (including, where applicable, a Fund borrowing component (including interest
expenses) and the amount of any capitalized Portfolio Company Fees (as defined below) or expenses,
including costs of Consultants) made by the relevant Fund relating to the Fund’s aggregate
investment contributions that have not been realized or completely written-off for U.S. federal income
tax purposes (such investments, “Impaired Value Investments”). Due to differences in the criteria
set forth in their respective Partnership Agreements, in the event where more than one Fund
participates in an investment, there is the possibility that an investment will become an Impaired
Value Investment for purposes of one Fund’s Partnership Agreement but not those of one or more
other Funds.

Under a Fund’s Partnership Agreement, where the fair market value of an investment exceeds the total
amount of investment contributions relating to such investment, post-Stepdown Date Management Fees
will not be calculated based upon such appreciated value, and will instead continue to be calculated based
on the applicable amount of investment contributions in accordance with the relevant Partnership
Agreement. Conversely, the Partnership Agreements do not require Management Fees to be reduced or
refunded following the occurrence of a write-down, decrease (including a significant decrease) in fair
value or other event not constituting a complete realization, such as a partial sale or disposition,
reorganization, recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the relevant
Impaired Value Investment standard under the Partnership Agreements. For the avoidance of doubt,
following the Stepdown Date, if the fair market value of an Impaired Value Investment is less than the
total amount of investment contributions relating to such Impaired Value Investment, then the amount
of Management Fees otherwise payable relating to such investment will be reduced solely based on the
ratio of the fair market value of each relevant remaining investment(s) as compared against the amount
of total investment contributions relating to such investment(s) as of the date of the relevant event.

As a result, and as is generally the case for private equity funds, the amount of Management Fees generally
will not correspond with fluctuations in the net asset value of individual investments or of a Fund,
including following the relevant investment period, except in the case of Impaired Value Investments or
when treated as such under the Partnership Agreement.

In many circumstances, the post-Stepdown Date Management Fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees (such as Portfolio
Company Fees) and expenses paid to Service Providers, Consultants, Northlane or its affiliates. Further,
Management Fees generally will not be reimbursed or refunded under the Fund’s Partnership Agreement

in the event of realizations, dispositions or partial write-downs or write-offs that occur partway through
the relevant calculation period.

As more fully described in each Fund’s Partnership Agreement, generally a Fund’s Management Fee will
be offset by all or a portion of Portfolio Company Fees attributable to Management Fee-paying investors
in such Fund. “Portfolio Company Fees” generally include break-up fees, directors’ fees, financial
consulting fees, advisory fees, structuring fees, monitoring fees and transaction and other similar fees
paid to Northlane or its affiliates by, or attributable to, such Fund, in each case net of certain expenses as
set forth in the relevant Partnership Agreement.

To the extent that an offset credit from Portfolio Company Fees would reduce a Fund’s Management Fee
for the relevant period (as specified in each Fund’s Partnership Agreement) below zero, the credit will be
carried forward for future application against payable Management Fees and if a credit remains upon
...
Account Minimums and Types of Clients — Form ADV Part 2A (3/30/2026) [Brochure]
Item 7:         Types of Clients
Northlane provides investment advice solely to its Funds, and references throughout this Brochure to
“clients” and to Northlane’s related duties to and practices on behalf of its clients and/or investors should
be construed accordingly. The Funds generally include investment partnerships or other investment
entities formed under U.S. or non-U.S. laws and operated as exempt investment pools under the
Investment Company Act of 1940, as amended. The investors participating in the Funds generally include
individuals, banks or thrift institutions, other investment entities, endowments, foundations, sovereign
wealth funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations
or other corporations or business entities and often include, directly or indirectly, principals or other
personnel of Northlane and its affiliates and members of their families, Consultants or other Service
Providers retained by Northlane or a Fund, as well as executives of portfolio companies.

The relevant General Partner also generally is permitted to establish Funds that are alternative investment
vehicles in order to permit certain investors to participate in one or more particular investment
opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment vehicle
sponsors generally have limited discretion to invest the assets of these vehicles independent of limitations
or other procedures set forth in the organizational documents of such vehicles and the Partnership
Agreement of the related Fund.

As set forth in detail in the applicable Memorandum and/or Partnership Agreement, each Fund has a
specified minimum investment for third-party investors. Northlane generally is permitted to waive such
minimum investment amount with respect to any investor in a Fund. Fund interests are offered and sold
solely to qualified purchasers (or qualified knowledgeable Northlane personnel).
Type Form D Funds Date Sold AUM
PE Northlane Capital Partners III LP [2025-03-21] 425.3 M 750.0 M
Filed 2025-03-27 (D/A) · Exemption 506(b), 3(c), 3(c)(1), 3(c)(7) · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
PE Northlane Capital Partners II LP [2020-03-30] 258.2 M 362.5 M
Filed 2020-08-17 (D/A) · Exemption 506(b), 3(c), 3(c)(1), 3(c)(7) · Remaining Indefinite · Duration More than one year · Commission $100,000 · Revenue Decline to Disclose
PE Northlane Capital Partners I LP [2017-03-28] 1,085.0 M 43.7 M
Offered $1,085,000,000 · Filed 2014-05-06 (D) · Exemption 506(b), 3(c), 3(c)(1), 3(c)(7) · Duration One year or less · Revenue Decline to Disclose
AUM Breakdown Accounts AUM ($M)
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 3 1,156.2
(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 3 1,156.2
By Discretionary
Discretionary 3 1,156.2
Non-Discretionary 0 0.0
Total 3 1,156.2
By Non-United States Persons
Non-United States Persons 0.0
United States Persons 1,156.2
Total 3 1,156.2
Form D Directors Role # Filings # Firms 2011 - 2026
Justin Dufour Executive Officer 2 1
Eugene Krichevsky Executive Officer 2 1
Sean Eagle Executive Officer 2 1
David Steinglass Executive Officer 1 1
Firm Profile (Form ADV)
ServesInstitutional
Fund TypesPrivate Equity
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