Dawson Private Markets Evergreen Fund 424B3 (Nov 4, 2026): Class S costs 6.17% a year, 4.98% after waiver

What this fund is, and what it is not yet

The fund was formed as a Delaware statutory trust on November 26, 2025 and is registered under the Investment Company Act of 1940. The filing history on EDGAR is short: the registration statement and the notice of registration on December 17, 2025, two exemptive applications in January 2026, four amendments between April and October 2026, and then the SEC's notice of effectiveness at 10:00 a.m. on November 4, 2026 followed by the prospectus. The exemptive order that lets it sell three share classes is dated April 13, 2026, according to the prospectus.

• It is a tender-offer fund, not an interval fund. The prospectus says the fund “intends to operate as a ‘tender offer’ fund”. An interval fund must repurchase on a schedule set by rule; a tender-offer fund repurchases only when its Board decides to. Our guide to tender-offer funds explains how those offers are filed, and the list of interval funds shows the difference.
• It is not a BDC and not a REIT. It is a registered fund of private equity assets. At least 80% of net assets (plus borrowings) go into “Private Assets”: secondaries, co-investments, primary investments in funds and securities bought in private placements. The rest sits in cash, money-market funds and liquid debt. For how that mix works, see private equity secondaries funds.
• It has not started. The prospectus says that as of October 1, 2026 the fund had not commenced investment operations and that the only shares outstanding were owned by an affiliate of the Adviser. The unaudited statement of assets and liabilities at September 30, 2026 shows $100,000 of cash, 10,000 Class I shares and a net asset value of $10.00 a share. Organization costs of $30,111 for April 1 to September 30, 2026 were fully offset by expense reductions. The prospectus does not give the date of the first monthly subscription.
• It is not open to every investor. The shares are registered with the SEC but sold only to “qualified clients” as defined in Rule 205-3 of the Advisers Act. The dollar tests are in the rule, not in the prospectus; see what Rule 205-3 requires.

The fee table, class by class

The prospectus lists the classes in the order Class S, Class D, Class I. We checked the column order against the text, which gives the sales load as 3.50% for Class S, 2.00% for Class D and none for Class I, and the distribution fee as up to 0.85% and 0.25% with none for Class I. The percentages are of net assets, estimated for the first 12 months, assuming the fund raises $498 million of proceeds during that time.

Two things the headline numbers leave out. First, the table covers the fund's own costs plus the underlying funds' operating costs (0.76%). The footnote says it does not reflect any performance-based fees or allocations the underlying funds charge. The prospectus says those funds generally charge a management fee of 1.00% to 2.50% and between 10% and 30% of net profits as carried interest, and that each shareholder will pay, in effect, two sets of fees. The prospectus gives both the 0.76% estimate and the 1.00% to 2.50% range and we did not find a sentence that reconciles them, so read 0.76% as an estimate for this portfolio and not as a ceiling. Second, the sales load comes on top of the annual percentages and is paid once, when you buy.

Where the 4.98% comes from, and when it ends

The 1.19% waiver is two different promises. The prospectus says the Adviser will waive the part of the management fee above 0.50% of NAV for the 12-month period following the date of the commencement of the fund's operations, and that amounts waived that way are not subject to recoupment. Separately, an Expense Limitation Agreement caps operating expenses, excluding a long list of Excluded Expenses, at 0.75% a year of average monthly net assets of each class. The Excluded Expenses include the management fee, the incentive fee, the distribution and servicing fee, the underlying funds' fees and interest. The fund must repay waived or absorbed amounts to the Adviser within three years, provided repayments do not push the class above the limit in force. The limitation has an initial term of one year, and the Adviser may extend it year by year with Board approval.

The arithmetic fits: cutting the management fee from 1.50% to 0.50% is 1.00 point, and holding other expenses at 0.75% instead of 0.94% is 0.19 points, which together make 1.19 (our arithmetic; the prospectus does not break the 1.19% down). If that reading is right, the Class I cost without the waiver, 5.32%, is the figure to expect once both promises lapse, before any change in the incentive fee or in other expenses as the fund grows. Our arithmetic on the table: taking the incentive fee out of the pre-waiver totals leaves 4.30% for Class S, 3.70% for Class D and 3.45% for Class I of costs that do not depend on performance.

What $50,000 costs: the prospectus's own examples

The SEC requires a hypothetical 5% annual return in the expense example. The prospectus applies it to $1,000 and $50,000 and includes the sales load. The waiver is counted only in the first year of the longer periods. Percentages of the $50,000 are our arithmetic.

For a holder who stays ten years, Class I costs $3,972 less than Class S on $50,000 and $1,469 less than Class D (our arithmetic). Class I is open only with a $1,000,000 minimum, although the fund may accept less in its sole discretion, and the prospectus warns that a broker or adviser selling Class I may add its own fees. The prospectus also allows an investor's accounts at a registered adviser or broker to be aggregated to reach a minimum, with each purchase at least $10,000. Whether a retail investor pays the full load depends on the selling agent: the prospectus says the charge may be waived or reduced and that the whole amount may be passed to the broker.

Getting your money out

The prospectus is careful with its words. No shareholder has the right to require the fund to redeem its shares. The Adviser “intends to recommend” that the fund offer to repurchase up to 5% of shares outstanding each quarter, beginning no later than twelve months after the fund commences investment operations. The Board decides, in its sole discretion, whether to make an offer at all. If requests exceed the offer, the fund may extend it, repurchase pro rata or take any other action permitted by applicable law. In market stress the Board may decide the investments cannot be sold at fair value, which the prospectus says makes a decision not to conduct repurchase offers more likely. Shares are repurchased at NAV, in cash expected but not guaranteed, and a shareholder who tenders only part must keep a $10,000 balance.

The 2.00% early repurchase fee applies to anything repurchased before the day before the first anniversary of purchase, first in, first out, and is kept by the fund for the remaining shareholders. It may be waived, for example for death or qualified disability, for model-portfolio programs and for feeder funds. For how other semi-liquid funds actually handled requests, see how evergreen funds treated redemption requests and what an evergreen fund is.

Who is behind it

The Adviser, Dawson Partners (US) Inc., a Delaware corporation in New York, is an affiliate of Dawson Partners Inc. The prospectus says the Adviser was formed in 2023, registered as an investment adviser in 2025 and had approximately $1.1 billion under management at August 31, 2026. Dawson was established in 2015, describes itself as focused on private markets liquidity solutions, and reports over $30 billion under management, over $37 billion deployed and over 280 professionals, headquartered in Toronto with offices in London, New York and Hong Kong. The principal underwriter is PINE Distributors LLC. The prospectus names the fund's portfolio manager; we do not repeat individual names. Two cautions are in its own risk section: the fund “has no operating history”, and past performance of other Dawson vehicles is of limited relevance as an indicator of future performance of the fund.

What a reader can do with this

• If you were offered this fund: ask for the class, the exact sales load your selling agent charges (it is “up to” 3.50% or 2.00%), the minimum, and whether the Adviser's management fee waiver has an end date in writing. Check the date the fund started investing: the first repurchase offer is tied to it, not to your purchase date.
• If you compare it with another evergreen fund: line up the same three layers: sales load, the fund's own annual cost with and without waivers, and the underlying funds' fees. For a comparison point on our site, see the fee terms in StepStone Private Markets (SPRIM).
• If you value a track record: there is none. The first reports are the unaudited semi-annual and audited annual reports the prospectus promises within 60 days of period-end, and the first Schedule TO, which will appear when the first repurchase is offered.
• What would change the picture (our thresholds, not the fund's): a first NAV far from $10.00, an extension or a lapse of the 1.19% waiver, a credit facility being signed (the fee table already assumes 0.25% for interest), or a decision not to offer a repurchase when one is due.

FAQ

All figures are from the SEC filings of Dawson Private Markets Evergreen Fund (CIK 2100319) read on EDGAR on November 5, 2026: the prospectus filed under Rule 424(b)(3) on November 4, 2026 (accession 0001213900-26-115978, file number 333-292194, including the unaudited financial statements at September 30, 2026), the notice of effectiveness of November 4, 2026 (accession 9999999995-26-003431) and the EDGAR filing list for the fund. Percentages of the $50,000 examples, the split of the 1.19% waiver, the costs without the incentive fee, the ratio of $498 million to the Adviser's assets and the Class I savings are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.