Secondaries Firm Dawson Partners Readies Evergreen Fund With First-Year Fee Waiver

The fund’s own estimates put annual costs at 4.13% to 4.98% even after waivers, and the adviser will take 10% of quarterly profits on top of its management fee.

October 20, 2026

Dawson Partners, the Toronto-headquartered secondaries investor with more than $30 billion in assets under management, has laid out the full terms of a planned evergreen fund that will give U.S. investors access to private equity and other private assets bought largely on the secondary market.

The Dawson Private Markets Evergreen Fund, a newly organized Delaware statutory trust registered as a non-diversified closed-end fund, updated its SEC registration on October 19, 2026. It will operate as a tender offer fund, sell shares continuously at net asset value on the first business day of each month, and accept only investors who meet the qualified client standard under the Investment Advisers Act. An offering date has not yet been set.

The Firm Behind the Fund

Founded in 2015, Dawson describes itself as focused on providing liquidity solutions in private markets. The firm employs more than 280 professionals across its Toronto headquarters and offices in London, New York and Hong Kong, and says it has deployed more than $37 billion across its funds. Dawson also reports sourcing over $1.1 trillion in opportunities since inception, supported by more than 150 general partner relationships and a network of over 200 limited partners.

The fund's adviser is Dawson Partners (US) Inc., an affiliate formed in 2023 that registered with the SEC in 2025. It had roughly $1.1 billion in assets under management as of August 31, 2026.

How the Portfolio Will Be Built

The fund plans to reach private assets through three channels:

• Secondary investments, the core of the strategy, including limited partner interests in third-party private funds, stakes in multi-asset continuation vehicles and secondary purchases of interests in private companies.
• Co-investments, including single-asset continuation vehicles.
• Primary commitments to newly formed private funds.

Exposure may span buyout, venture and growth capital. Under normal conditions, at least 80% of net assets, including unfunded commitments, will go to private assets, and cash, money market funds and short-dated Treasuries held against commitments the fund expects to be called will count toward that threshold. The fund expects to cap any single issuer at 20% of its assets at the time of investment and anticipates exposure across developed and emerging markets.

The adviser assigns each sleeve a distinct role: secondaries for regular distributions and near-term cash flow, co-investments for upside, and primaries for diversification across vintage years. Deal selection will draw on what Dawson calls its Proactive Pricing database, a proprietary store of sponsor, fund and asset-level data the firm uses each quarter to price funds the fund is materially exposed to, as well as funds that actively trade.

The fund generally expects to invest alongside other Dawson vehicles and has applied to the SEC for co-investment exemptive relief to permit that. The relief has not been granted, and the fund cautions that it may not be. Proceeds are expected to be invested or committed within three months of receipt, though market conditions could stretch that to six.

Share Classes and Fees

The fund will offer three share classes under a multi-class exemptive order the SEC granted on April 13, 2026:

• Class S: sales load of up to 3.50% and an annual distribution and servicing fee of up to 0.85%; $25,000 minimum initial investment.
• Class D: sales load of up to 2.00% and a servicing fee of up to 0.25%; $25,000 minimum.
• Class I: no sales load or servicing fee; $1,000,000 minimum.

Additional purchases require at least $10,000.

The adviser will charge a management fee of 1.50% of net asset value but has agreed to waive it down to 0.50% for the 12 months following the start of operations, and amounts waived under that arrangement cannot be recouped. The adviser will also collect a quarterly incentive fee equal to 10% of net profits, payable only after any balance in a loss recovery account, which carries forward prior quarterly losses, has been made up. Incentive fees already paid will not be returned if performance later declines.

A separate expense limitation agreement caps operating expenses at 0.75% of average monthly net assets per class, excluding the management and incentive fees, distribution fees, underlying fund costs, borrowing costs and other carve-outs. Expenses the adviser absorbs under the cap can be recouped within three years, and the agreement has an initial one-year term.

The fund's fee table, which assumes $498 million in proceeds over the first 12 months, puts total annual expenses before waivers at 6.17% for Class S, 5.57% for Class D and 5.32% for Class I. After waivers and reimbursements, those figures fall to 4.98%, 4.38% and 4.13%, respectively. The 1.87% incentive fee line in that table assumes an 18.74% return net of all other fees. Acquired fund fees and expenses are estimated at 0.76%; the fund notes that underlying managers generally charge management fees of 1.00% to 2.50% and carried interest of 10% to 30%, and that performance-based allocations are not reflected in that estimate.

Liquidity and Leverage

Shareholders will have no right to redeem. Beginning no later than 12 months after the fund commences investment operations, the adviser intends to recommend quarterly tender offers for up to 5% of outstanding shares, though the board is under no obligation to approve them. Shares repurchased within a year of purchase will incur a 2.00% early repurchase fee, which stays with the fund.

The fund expects to enter a credit facility after it begins operations and may use borrowings to meet funding requests from underlying investments, satisfy tender requests or invest, within the asset coverage limits of the Investment Company Act. It intends to operate as a limited derivatives user, employing derivatives for hedging.

Leadership and Oversight

Nadeem Kheraj, a senior principal and co-head of secondaries solutions in Dawson's asset management group, will serve as portfolio manager. Kheraj joined Dawson in 2019 after five years in the secondaries group at the Canada Pension Plan Investment Board and has 14 years of private equity, secondaries and investment banking experience. Opportunities must first clear Dawson's investment committee, which typically meets weekly, before Kheraj decides whether they suit the fund.

Giorgio Riva, a Dawson partner since 2017, is the fund's president and chief executive officer and sits on the board alongside Derek Miners, Dawson's chief operating officer. The independent trustees are Scott Higbee, a managing director at Portfolio Advisors from 2020 to 2025; Andrew Owen, former president and chief executive of Allspring Funds Management; and Mitchell Tanzman, former co-chief executive of Central Park Group.

PINE Distributors will act as distributor on a best-efforts basis. UMB Fund Services will serve as administrator and transfer agent, UMB Bank as custodian, Deloitte & Touche as auditor and Kirkland & Ellis as legal counsel. The fund's fiscal year will end March 31.