Dawson Partners US Inc

Item 5. Fees and Compensation

Dawson US 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 General Partner receives compensation in the form of a
priority profit share from the applicable Fund (the “GP Share”) that is payable monthly in arrears.
The GP Share is generally 0% to 1.25% of the month-end aggregate net asset value of the applicable
series of units of the applicable Fund. 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.

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
offering a no-fee series of units to Dawson, its affiliates, and their personnel. 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 Partner or otherwise,
to invest through the relevant General Partner, other vehicles or series of units that do not bear the
GP Share or other fees, or incentive allocations. In other circumstances, a General Partner is
permitted to reduce the GP Share payable by an investor based on the terms of such series of units
in the relevant Fund. Dawson retains flexibility to structure its compensation with investors in its
sole discretion.

The General Partner of a Fund or one of its affiliates typically will also receive an incentive allocation,
as more fully described in the Fund’s Governing Documents. As with the GP Share, such incentive
allocation is 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. The incentive allocation
is subject to a loss carryforward calculated at the series level, but is not subject to a giveback or
other clawback mechanism.

The Firm’s compensation arrangement has the potential to affect its valuation and disposition
decisions. Incentive allocations may be based on unrealized appreciation as described under Item
6 below, and the GP Share is typically calculated with reference to net asset value. As a result,
Dawson US has an incentive to assign higher valuations or defer realization events to maximize its
compensation. While Dawson US seeks to operate in accordance with its valuation policy and

Dawson US                                                               Form ADV Part 2A Brochure

Governing Documents, these compensation structures inherently create conflicts of interest that
may not be fully mitigated.

The Funds generally invest on a long-term basis. Investors in the Funds have limited redemption
rights, subject to certain requirements set forth in the relevant Governing Documents, but until their
units are redeemed, such investors will remain subject to the Fund’s GP Share and incentive
allocation arrangements.

Principals or other current or former personnel of Dawson generally receive salaries and other
compensation derived from the GP Share or other compensation received by Dawson or its
affiliates.

To the extent specified in a Fund’s Governing Documents, Dawson or its affiliates are permitted to
receive transaction fees in connection with the relevant Fund’s investments, and such fees will
offset the GP Share otherwise payable to Dawson or the General Partner in a specified percentage
(e.g., 100%). The remaining amount of such transaction fees will be retained by Dawson.

Pursuant to a Fund’s Governing Documents, Dawson may be paid transaction fees from, on behalf
of or with respect to, co-investors in an investment, as well as other fees relating to the due
diligence, legal or accounting review, administration, management and dispositions of co-
investment arrangements. The receipt of such fees would not reduce the GP Share payable by any
Fund(s) that have also invested in such investment, and, as a result, a Fund would, in most cases,
only benefit with respect to the relevant allocable portion of any such fee. As a result, a Fund would
not benefit from the portion of any fee related to: (i) General Partner or affiliated partner
commitments; or (ii) co-investors or potential co-investors (which could include co-investment
vehicles managed by Dawson, service providers (including lenders and law firms), third parties,
...

Item 7. Types of Clients

Dawson US provides investment advice and portfolio management services to clients established
as evergreen 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 US 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
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, private investment funds and other
pooled investment vehicles, investment companies, 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.

Dawson US                                                                Form ADV Part 2A Brochure