Overview
                                    
                                    
                                        
                                            A.  Gainline, a Delaware limited partnership formed on April 14, 2015, is an investment advisor 
located in Stamford, CT. The Firm’s founders are Allan Weinstein and Ulric Sullivan, who 
together with Kerri McNicholas serve as the Firm’s principals (the “Principals”), and the 
Firm is principally owned by Gainline Capital Intermediate Holdings, LP. Please see 
Schedule A and Schedule B of the Part 1A of this Form ADV filing for a comprehensive 
report of Gainline’s direct and indirect owners.  
B.  Gainline  serves as an investment advisor to  two  pooled investment vehicles, Gainline 
Equity Fund LP (“Fund I”) and Gainline Equity Fund II LP (“Fund II”, each a “Fund” and 
collectively  the  “Funds”).  The  Firm  currently and  may in the future provide advisory 
services to vehicles formed for the purpose of one or more co-investment opportunities. 
Investors should refer to their respective Offering Documents (as defined below) for 
disclosures related to co-investment opportunities.  The Funds rely on an exemption from 
registration under the Investment Company Act of 1940, as amended (the “Investment 
Company Act”), pursuant to Section 3(c)(1) or 3(c)(7) of the
                                        
                                        
                                             Investment Company Act.  
Gainline provides discretionary investment management services to the Funds pursuant to 
each Fund’s investment advisory agreement with  Gainline; and Gainline  manages the 
assets of the Funds in accordance with the applicable limited partnership agreements and 
other such agreements (“Offering Documents”). Gainline seeks to invest in fundamentally 
sound businesses which are well-positioned in their respective niches with a focus in the 
United States lower middle-market. 
C.  Gainline does not expect to tailor advisory services to the individual or particular needs of 
the investors in the Funds. Such investors accept the terms of advisory services as set forth 
in each Offering Document. The Firm expects to have broad investment authority with 
respect to the Funds and, as such, investors should consider whether the investment 
objectives of the Funds are in line with their individual objectives and risk tolerance prior 
to investment. 
D.  Gainline does not participate in wrap fee programs. 
E.  As  of  December 31,  2023,  Gainline  managed  $ 836,976,345  in  regulatory  assets  under 
management on a discretionary basis.