Dawson Partners Inc

Item 5. Fees and Compensation

Dawson receives certain compensation in connection with the provision of advisory and
management services to the Funds. The Funds are also responsible for bearing certain expenses as
detailed below and in each Fund’s Governing Documents. With respect to the Funds, Dawson or a

Dawson Partners Inc.                                                     Form ADV Part 2A Brochure

General Partner receives compensation in the form of a priority profit share or management fee
from the applicable Fund (the “GP Share”) that is payable quarterly in advance or monthly in
arrears, depending on the Fund. The GP Share is generally between 0% and 1.25% (the “GP Rate”)
per year of committed capital over the life of a Fund, subject to standard time-based reductions in
rate (with a floor rate). The precise amount of, and the manner and calculation of, the GP Share is
set forth in the Governing Documents. As a general matter, Dawson will charge and deduct the GP
Share directly from the Funds pursuant to the terms of the Governing Documents. Please refer to
the Governing Documents of each of the Funds for complete information on the timing of advisory
fee payments.

As is generally the case in private equity funds, the Governing Documents provide that a Fund’s GP
Share will be calculated and charged on a basis that generally is not tied to the Fund’s then-current
net asset value. From the effective date of the relevant Fund until a date specified in the Governing
Documents (the “Stepdown Date”), the GP Share generally will be charged based on a formula tied
to the limited partner’s commitment in the relevant Fund. After the Stepdown Date, the GP Share
generally will be charged and calculated as a certain percentage (e.g., 90%) of the GP Rate for the
previous twelve-month period multiplied by each limited partner’s capital commitment in the
relevant Fund. During any extension of the Fund’s term, the GP Share will be calculated based on a
formula tied to the amount of investment contributions made by the limited partner to the relevant
Fund relating to such Fund’s investment(s) in Portfolio Entities (as defined below) that have not
been sold, liquidated or otherwise disposed of, and in the case of certain Funds, written off as
worthless or written down due to a permanent impairment of value. Under the Governing
Documents, where the fair market value of an investment is higher or lower than the contributed
capital relating to such investment, GP Share will not be calculated based upon such appreciated
or depreciated value and will instead continue to be calculated based on the basis of the
contributed capital of the investment.

As a result, and as is generally the case for private equity funds, the amount of GP Share payable
by a Fund generally will not correspond with fluctuations in the net asset value of individual
investments or of a Fund, including following the relevant investment period, and will not be
reduced in connection with any write downs (whether temporary or permanent), except in the case
of investments that have been sold, liquidated or otherwise disposed of, or in the case of certain
Funds, written off as worthless or written down due to a permanent impairment. Except where the
Governing Documents expressly provide to the contrary, the GP Share of a Fund will not be reduced
(in whole or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting
from a dividend recapitalization) or reorganizations, restructurings, roll-over investments,
extraordinary dividends or similar transactions or in circumstances where one or more other
Fund(s) divest their respective investment(s) (including credit investments) in the relevant
investments, whether in whole or in part, in each case in circumstances that do not result in the
complete disposition of the relevant Fund’s interest therein, and even in cases where the value of
the Fund’s investment or the Fund’s ownership percentage in such investment has been reduced
(including substantially reduced) as a result of such transaction.

Further, the GP Share of a Fund generally will not be reimbursed or refunded under the Governing
Documents in the event of realizations, dispositions or partial write-downs or write-offs that occur
partway through the relevant calculation period.

Dawson Partners Inc.                                                      Form ADV Part 2A Brochure

All investors and prospective investors in the Funds should review the Governing Documents of the
relevant Fund in conjunction with this Brochure for complete information on the fees and
compensation payable with respect to a particular Fund. Different Funds may be subject to
different fees and performance-based compensation arrangements (discussed further below).
Investors and prospective investors in each Fund should note that similar advisory services may (or
may not) be available from other investment advisers for similar or lower fees.

The GP Share is generally subject to waiver or reduction by Dawson or the applicable General
Partner, in its sole discretion, both voluntarily and on a negotiated basis with select investors.
Dawson is permitted to exempt certain investors in the Funds from payment of all or a portion of
the GP Share, including Dawson and any other person designated by Dawson, such as its affiliates
or personnel. The relevant General Partner expects to make an exemption from the GP Share by a
direct exemption, a rebate by Dawson and/or its affiliates, through other Funds which co-invest
with a Fund. For example, in instances where a Dawson professional (or an affiliated entity thereof)
invests in a Fund, such professional (or such affiliated entity) generally will be exempt from payment
of the GP Share with respect to such Fund. Additionally, to the extent permitted by the Governing
Documents, certain General Partners have the right to permit investors, affiliated with the General
...

Item 7. Types of Clients

Dawson provides investment advice and portfolio management services to clients established as
closed-end Funds and expects in the future to provide such services to clients established as
separate accounts or other investment vehicles. Such Funds are typically structured as limited
partnership vehicles for which a Dawson entity serves as the General Partner. Funds can have
minimum investment amounts for investors as set forth in their Governing Documents. However,
Dawson is permitted, and has, in its discretion, waived the applicable minimum investment amount.

The securities of the Funds are offered and sold on a private placement basis under exemptions
promulgated under the Securities Act of 1933, as amended (together with all rules and regulations
promulgated thereunder, the “Securities Act”), and other exemptions of similar import under U.S.
state laws and the laws of other jurisdictions where any offering may be made. Interests in the
Funds are offered on a private placement basis to U.S. and non-U.S. investors generally pursuant
to Section 3(c)(7) of the Investment Company Act of 1940, as amended (together with all rules and
regulations promulgated thereunder, the “Investment Company Act”) to persons who are both
“accredited investors” as defined under the Securities Act and “qualified purchasers” as defined

Dawson Partners Inc.                                                    Form ADV Part 2A Brochure

under the Investment Company Act, and subject to certain other conditions, which are set forth in
its Governing Documents. Therefore, the Funds are not required to register as investment
companies under the Investment Company Act in reliance upon certain exceptions applicable to
private investment funds whose securities are not publicly offered.

The investors in the Funds include institutional investors, including corporate pension plans, public
employee retirement and deferred compensation plans, private investment funds and other pooled
investment vehicles, sovereign funds, insurance companies, investment companies, charitable
organizations, endowment funds, foundations, other US and international institutions, high net
worth individuals, banks, trust companies and investment advisers.

The relevant General Partner 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, legal 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 Governing Documents of the related Fund.