Dragoneer Investment Group, LLC

For purposes of this Brochure, “we,” “us” and “our” refer to Dragoneer, together (where the context permits) with its affiliated general partners of the Funds (as defined below) and other affiliates that provide advisory services to and/or receive advisory fees from the Funds. Such affiliates may or may not be under common control with Dragoneer, but possess a substantial identity of personnel and/or equity owners with Dragoneer. These affiliates may be formed for tax, regulatory or other purposes in connection with the organization of the Funds, or may serve as general partners of the Funds. Dragoneer is a Delaware limited liability company that was formed in January 2012 and is owned by its members and controlled by Marc Stad. Dragoneer provides discretionary investment advisory services to (i) privately offered funds or series of privately offered funds for which it acts as sponsor, including funds-of-one (each such fund or series, a “Fund”, and together, the “Funds”) and (ii) persons or entities (including private funds) on a managed account basis for which Dragoneer does not act as sponsor (each such arrangement, a “Managed Account,” and the person(s) or entity(ies) funding a Managed Account, a “Managed Account Client”). For the purposes of this Brochure, a “Client” will refer to a Fund (and not the investors in a Fund), a Managed Account Client, a future Fund, including funds-ofone, and/or a future Managed Account Client. As of December 31, 2025, Dragoneer had approximately $37,035,962,249 in regulatory assets under management. Funds. Dragoneer currently serves as investment adviser to a number of Funds. Each Fund is exempt from registration as an investment company pursuant to Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”). Dragoneer provides investment advice with respect to both public and private companies. Dragoneer generally seeks to construct concentrated investment portfolios for the Funds of high-quality securities and other assets of companies characterized by higher growth, defensible competitive positions and solid financial models. Some of the Funds are organized in a mini-master feeder structure. The feeder funds are expected to invest substantially all of their assets in their respective master funds. From time to time, Dragoneer will form capital around a particular investment strategy or theme, or establish, on a transaction-by-transaction basis, investment vehicles, funds-of-one, separately managed accounts or other accounts or arrangements through which certain persons generally invest alongside or with one or more Funds or other Clients (each, a “Co-Investment Vehicle”). Where the context requires or is appropriate, the term “Client” may also apply to CoInvestment Vehicles in this Brochure. Managed Accounts. Dragoneer works with each of its Managed Account Clients to develop investment guidelines based upon the Client’s specific investment objectives. Managed Account advisory

services are governed by written agreements (“Managed Account Agreements”) between Dragoneer and the Managed Account Client. Managed Account Clients may amend their investment guidelines as their needs change or impose restrictions on investing in certain securities or types of securities. Further details regarding Dragoneer’s management of the Funds and Managed Accounts is provided below in Item 8. Dragoneer does not participate in any wrap fee programs.

Detailed below is a brief summary of certain costs, fees and expenses paid by Clients. Investors and prospective investors in a Fund should review the relevant Fund’s offering materials and other constituent documents for an additional discussion of costs, fees and expenses with respect to that Fund. Neither Dragoneer nor any of its supervised persons accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Funds Advisory Fees. Dragoneer generally charges asset-based investment advisory fees (which in other contexts are commonly referred to as “management fees”) to Funds pursuant to their applicable investment management agreements (each, an “IMA”). Advisory fees paid by a Fund are indirectly borne by its investors. Such advisory fees are deducted from Fund assets and generally payable quarterly in advance or in arrears, depending upon the Fund. Advisory fees are negotiated with each Client, are compensation, and are not tied to Dragoneer’s overhead expenses or any other costs incurred by it, and Dragoneer has in the past and likely will in the future receive and retain advisory fees in excess of any such expenses and costs. The amount of any investment advisory fee is prorated for periods of less than a full billing cycle at the beginning or end of our provision of investment advisory services, and any prepaid amount in excess of the prorated fee will be returned upon termination of the relevant IMA. Our IMAs generally impose some restrictions on a Fund’s ability to terminate the IMA. The specific restrictions may vary depending on the Fund. Dragoneer establishes and negotiates with investors in the applicable Fund the precise amount of, and the manner and calculation of, the advisory fees. Such Fund’s IMA and limited partnership agreement or other constitutional and/or offering documents (collectively, “Governing Documents”) received by each investor prior to its investment in the Fund set forth the amount of, and the manner and calculation of, the advisory fees. For many Funds, these advisory fees are and may in the future be charged on the aggregate amount of capital contributions that are invested by a Fund in one or more portfolio investments, and are charged on such aggregate amount until a complete disposition of such applicable portfolio investment by such Fund, without regard to any partial dispositions of such applicable portfolio investment or changes in the value of the underlying portfolio investments. Certain investors in a Fund, including, for example, the Fund’s general partner, and Dragoneer’s affiliates, members, partners, officers, employees and other personnel (including

family members and any related entity established by any of the foregoing, such as trusts, donoradvised funds, charitable programs, endowments or related programs, family investment vehicles and other estate planning vehicles) (collectively, “Dragoneer Personnel”), strategic investors, and certain “friends and family,” pay reduced or no advisory fees or carried interest at the discretion of the Fund’s general partner (though these investors generally pay their pro rata share of certain Fund expenses, subject to any expense caps or other contractual limitations applicable to such investors that were agreed to by the applicable general partner in its sole discretion). Furthermore, Dragoneer has established and may, from time to time in the future, establish certain investment vehicles through which such investors or other third parties invest alongside or through one or more Funds in one or more investment opportunities, which may (in Dragoneer’s sole discretion) and frequently will pay reduced or no advisory fees or carried interest. Unless otherwise agreed with a Fund’s investors, advisory fees will continue to be payable during any term extension. In addition, the Governing Documents of certain Funds generally do not provide for the reimbursement or refund of management fees in the event of realizations, dispositions, partial write-downs or write-offs occurring mid-calculation period or if the methodology for calculating such fees changes during the term (e.g., because of the occurrence of a stepdown in the management fee). In addition, certain fees and expenses allocated to a portfolio company at the time of investment, including transaction fees and other fees and expenses, will under certain circumstances be capitalized into the cost of an investment. Accordingly, given that management fees after the applicable Client’s commitment period are generally calculated based on invested capital for certain Clients, and invested capital is equal to the cost of an investment, this would increase the amount of management fees paid to Dragoneer. Please see “Fee Structure” in Item 11 below for a further discussion of advisory fees and associated conflicts of interest. Please see Item 11 for a description of some of the types of side letter agreements we and our related advisers enter into with certain investors in the Funds that provide such investors with customized terms, including with respect to reduced advisory fees. Please see Item 6 for more information on incentive compensation. Expenses. As discussed in more detail below, each Fund generally is responsible for all costs, fees and expenses incurred in the organization of, the administration and operation of, and the offering of interests in, the Fund including without limitation, all investment, legal, consulting, accounting, marketing, printing, administrative, filing, travel and travel-related expenses. As used throughout this Brochure, “travel”, “travel-related” and similar expenses shall be deemed to include, without limitation, (a) commercial and noncommercial transportation costs, fees and expenses (including chartered, private plane, first class and business class travel and private car travel and black car ground transportation), (b) lodging and accommodations (regardless of class, size or type, whether short- or long-term or whether there are other guests or companions staying in such lodging and accommodations, and including high-end lodging and accommodations), (c) costs, fees and expenses associated with cancelled travel, and (d) meals and entertainment, regardless of amount or type, whether inside or outside of business hours, or whether high-end, and regardless of attendees, incurred by Dragoneer, Dragoneer Personnel,

Dragoneer’s affiliates (including, without limitation, collector or special purpose vehicles of or with respect to the Fund), service providers, relevant third parties (which may include one or more investors or prospective investors) and each of those entities’ respective personnel (collectively, “T&E Expenses”). Whenever the terms “cost(s),” “fee(s)” or “expense(s)” are used in this Brochure, irrespective of whether they are used alone or together, each of them collectively include all (whether directly- or indirectly-incurred) costs, fees, expenses (including all T&E Expenses), liabilities, debts, obligations, charges, duties, fines and penalties. They each also include, without limitation, all retainers and transaction-based compensation or success fees, some of which will be discretionary, and including both exclusive and non-exclusive engagements with Dragoneer. Throughout this Brochure, (i) whenever a cost, fee or expense is related to an “investment,” the term “investment” generally includes both existing investments and prospective investments regardless of whether such investments are consummated and (ii) whenever a cost, fee or expense is related to an “investor,” the term “investor” generally includes existing and prospective investors, regardless of whether the applicable investment was consummated. Dragoneer is generally only responsible for its overhead expenses such as rent, utilities, supplies, secretarial expenses, stationery, charges for furniture, fixtures and office equipment, employee benefits including payroll and other taxes and compensation of its actual employees. Except as otherwise set forth in the Governing Documents, if a Fund or other Client or investor therein is directly or indirectly responsible for a cost, fee or expense relating to an activity, undertaking or otherwise, unless Dragoneer has agreed to a specified cap or limit via a negotiated written contract, such Fund, Client or investor also is responsible for all directly- or indirectlyrelated costs, fees and expenses (as determined by Dragoneer in its sole discretion, regardless of type or amount or whether at a premium to average or market rates, and including those of Dragoneer, Dragoneer Personnel, Dragoneer’s affiliates (including, without limitation, collector or special purpose vehicles of or with respect to the Fund), service providers, relevant third parties (which may include one or more investors or prospective investors) and their respective personnel) in connection with or related to the Fund’s offering, administration, operations, investment, or other activities including, without limitation: 

all investment-related costs, fees and expenses, in each case whether or not an investment is consummated, including, without limitation, all costs, fees and expenses in connection with: 

obtaining third-party market research or market data and analytics, costs, fees and expenses of consultants and fees paid to “expert network” firms in connection with potential and existing investments;



investment bankers, consultants, independent contractors and other third-party service providers engaged by or in connection with the Fund, its activities or one or more of its existing or potential investments;



bridge financings (including related costs, fees and expenses which may be payable to a Fund or to Dragoneer or an affiliate thereof) and all forms of leverage;



research, discovery, sourcing, generating, investigating, diligencing (including third-party diligence software and service providers), negotiating, structuring, hedging, making, trading, holding, developing, operating, managing, restructuring, refinancing or disposing of or monitoring potential and existing investments;



costs, fees and expenses related to attending, participating in or sponsoring trade association meetings, conferences or similar events or meetings in connection with the identification, evaluation or generation of investment opportunities or business sector opportunities, even if such costs, fees and expenses are not related to a specific transaction;



expenses relating to developing and maintaining artificial intelligence tools and systems, including machine learning technology and generative artificial intelligence (collectively, “AI Technologies”) (including, but not limited to, costs of diligencing, engaging, monitoring and utilizing professional service providers, subscriptions and related software and hardware, server infrastructure and hosting, and the expenses, fees, charges and/or related costs incurred, charged or specifically attributed or allocated (based on methodologies determined by Dragoneer) to a Fund for any internally generated AI Technologies.)



costs, fees and expenses incurred in connection with or related to managing and facilitating relationships, which may include attendance at or sponsorship of civic events in such communities, as well as contributions to charitable initiatives or other non-profit organizations;



management, development, profit-sharing or other costs, fees or expenses (including an Operating Partner’s (as defined below) operational or other costs, fees and expenses) charged by or paid to any Operating Partners, advisors or other third parties who manage, source or provide services with respect to potential or existing investments and who are independent contractors and not actual full-time employees of Dragoneer;



costs, fees and expenses of existing portfolio companies or prospective portfolio companies payable to persons other than affiliates of Dragoneer to the extent not otherwise paid for by such companies;



costs, fees and expenses payable to persons other than affiliates of Dragoneer and related to the diligence, purchase, sale, settlement, transfer, servicing or custody of investments, including legal, accounting, commitment, structuring or underwriting fees, currency conversions, brokerage commissions, discounts and spreads;



costs, fees and expenses (including interest expenses) incurred in connection with any indebtedness or other credit arrangement, including any line of credit, loan commitment or letter of credit for the Fund or related to one or more Fund investments, and any borrowings by the Fund prior to the receipt of capital contributions of investors (including the costs, fees and expenses incurred in

obtaining, negotiating, entering into, effecting, maintaining, varying, refinancing or terminating such borrowings and commitments and interest arising therefrom); 

costs, fees and expenses associated with making capital calls from and distributions to investors, including costs, fees and expenses of information technology used to facilitate all such activities;



the legal, accounting and other costs, fees and expenses incurred in forming, establishing, operating, administering, maintaining, liquidating and winding up any alternative investment vehicle, or special purpose vehicle for making or holding Fund investments;



Read the rest in the brochure

The methods of analysis and significant investment strategies used by Dragoneer with regard to the Funds are set forth below. The methods of analysis and significant investment strategies used by Dragoneer with regard to Managed Account Clients vary depending on the needs of each Managed Account Client, but are expected to be generally comparable to those described below for the Funds. Returns on investments in the Funds and Managed Accounts are not guaranteed; the instruments in which the Funds and Managed Accounts invest may lose value. An investment in a Fund or Managed Account involves a risk of total loss that an Investor or Managed Account Client should be prepared to bear. Significant Strategies and Methods of Analysis. Dragoneer will seek to achieve the investment objective of each Fund and Managed Account by utilizing a multi-disciplined investment approach, the foundation of which is typically company-specific fundamental analysis. Dragoneer invests in both public and private companies and other assets, depending on the strategy of the Client. Dragoneer generally seeks to construct investment portfolios of securities and other assets of companies characterized by higher growth, defensible competitive positions, and solid financial models. Dragoneer frequently conducts primary research, seeking to understand the economics,

competitive dynamics, and long-term prospects of the companies in which Dragoneer seeks to invest. Investments are made in the open market or in negotiated placements. While these investments are frequently passive, Dragoneer’s research efforts and long-term orientation often lead to lasting relationships with corporate management teams. Dragoneer may (and frequently has in the past), in its discretion, create co-investment structures designed to facilitate specific investments. For Funds and Managed Accounts comprised of publicly-traded securities, Dragoneer generally employs a long-biased strategy focusing primarily on investing and reinvesting each Fund’s assets principally in equities (but may invest in options, warrants, and debt securities) of U.S. and non-U.S. corporations traded on U.S. and non-U.S. securities exchanges. Dragoneer’s general strategy is a research-intensive approach that seeks the identification and evaluation of securities offering a favorable risk/return profile. Dragoneer believes that its analysis should provide the Funds with a competitive advantage over time. In many cases, independent, fundamental analysis and a deep network of contacts may help create the potential to find and capitalize on investment opportunities that are not easily accessible or are misunderstood or overlooked by large institutions and other market participants. In certain cases, this research may help identify which companies Dragoneer believes are more suitable to be held as long-term positions and which companies are more appropriately considered as shorter-term opportunities. The fundamental research required by this strategy frequently includes an analysis of a company and certain competitors’ financial positioning, as well as meetings with and/or diligence on a company’s management, its competitors, customers and suppliers. Other sources of information may include industry consultants, trade shows and publications. These sources, coupled with the investment professionals’ experience, may offer a different perspective on a situation than “the market” offers, and allow Dragoneer to reach its own assessment surrounding value. The diligence Dragoneer deems reasonable and appropriate to undertake in connection with any particular investment is based on the facts and circumstances applicable to each investment, may vary over time and from time to time, and is subject to Dragoneer’s sole discretion and Dragoneer is not required to undertake any specific steps relating to any prospective or current investments. See further discussion below in “Expedited Transactions,” “Highly Competitive Market for Investments,” and “Risks Relating to Due Diligence of Portfolio Companies.” There can be no assurance that the Funds and Managed Accounts will achieve their investment objectives or avoid substantial losses. Certain Material Risks. Some of the material risks of investing in the Funds and Managed Accounts include (but are not limited to) the following:

Risks Associated with Valuation. There is no actively traded market for many of the securities owned by the Clients, in particular securities issued by private companies. When estimating fair value, Dragoneer will apply a methodology based on its judgment of what is appropriate and reasonable in light of the nature, facts and circumstances of the investments. Because such valuations, and particularly valuations with respect to debt instruments and securities of private companies, are inherently uncertain, may fluctuate over shorter or longer periods of time and are frequently based on estimates

and imperfect information, Dragoneer’s determinations of the fair value of one or more investments may differ materially from the actual realizable values of such investments. The process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined by other investors or firms or had an active market existed for such securities and will likely differ from the prices at which such securities may ultimately be sold. Additionally, securities of private companies are marked less frequently than public securities and typically rely on lagged company data, which presents challenges to the valuation of such securities when the fundamentals of the company’s business are rapidly changing and, as a result, could make the valuations of such securities (and thus the performance of the applicable Client holding such security) appear at times more stable even if the company itself is not similarly stable. A Client’s financial condition and results of operations could be adversely affected if the fair value determinations with respect to such investments were higher than the values that such Client ultimately realizes upon the disposition of such investments. In addition, Dragoneer often relies (and is entitled to rely without inquiry) on information provided by outside parties (including but not limited to the private companies in which the Clients invest and any vehicles in which a Client invests to facilitate its co-investment with third parties), and such persons may provide inaccurate, incomplete, not current, conflicted or otherwise unreliable information. Dragoneer may be unable to detect an error, inaccuracy or omission contained in the valuation information. To the extent the information received by a Client is inaccurate or unreliable, the valuation of such Client’s assets and liabilities may be inaccurate. Furthermore, third-party pricing information may at times not be available regarding certain of a Client’s assets. With respect to the Clients, the exercise of discretion in valuation (including, for instance, determination of when an investment should be written down or written off) by Dragoneer will give rise to conflicts of interest that can influence Dragoneer’s decision-making, as the advisory fees, performance allocation, net asset value for purposes of subscriptions and redemptions, and internal rates of return (“IRRs”) of certain Clients are calculated based, in part, on these valuations, and such valuations therefore affect the amount and timing of performance allocations and calculation of advisory fees, as well as Dragoneer’s track record and marketing materials, which in turn affect Dragoneer’s ability to grow its assets under management via fundraising and its associated compensation. Please see “Fee Structure” in Item 11 below for a further discussion regarding the conflicts associated with valuation.

Risks from Dispositions of Investments. In connection with the disposition of an investment, a Client may be required to make representations about the business and financial affairs of a portfolio company, or may be responsible as a selling stockholder for the contents of disclosure documents under applicable securities laws. The Client may also be required to indemnify the purchasers of such investments or underwriters to the extent that any such representations or disclosure documents turn out to be incorrect, inaccurate or misleading or for other reasons. If the assets of the Client are insufficient to pay such indemnification obligations, the investors in the Client could be required to contribute distributions received by them to pay such obligations.

Broad Indemnification. A Client may frequently enter into agreements containing various provisions limiting the liability of the service providers to the Client (including, without limitation, to Dragoneer, any administrator, any placement agent and their respective affiliates, employees, officers and directors) and other persons, and provide broad indemnification to such persons (including a Client’s general partner, “partnership representative” within the meaning of Section 6223(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Tax Code”), “designated individual” (under Chapter 63 of the Tax Code), and members of a Client’s advisory committee and a Client’s Independent Representative). U.S. federal and state securities laws impose liabilities under certain circumstances on persons that cannot be waived by contract, other agreements or documents. Therefore, nothing in those agreements should be deemed or construed in a manner that purports to waive or limit any right to the extent prohibited by law. A Client typically will be included in Dragoneer’s current insurance policy (and will be allocated its share of expenses therefor), resulting in coverage for, among others and without limitation, such Client, Dragoneer, Dragoneer’s affiliates and their respective employees, officers, directors, agents and representatives. A Client may frequently provide broad indemnities, representations, warranties and covenants in connection with the acquisition, management and disposition of investments or otherwise in connection with the Client’s investment program. Indemnification claims may be material and have a material adverse effect on a Client’s returns. The indemnification obligations of a Client would be payable from the assets of the Client. As noted above, if the assets of the Client are insufficient to pay such indemnification obligations, the investors in the Client could be required to contribute distributions received by them to pay such obligations. The Client’s general partner may cause the Client to purchase, at such Client’s sole expense, insurance for the benefit of, among others and without limitation, the Client, Dragoneer, Dragoneer’s affiliates and their respective employees, officers, directors, advisors, agents and representatives.

Third-Party Litigation and Investigations by Regulators. The Clients, Dragoneer, their affiliates and each of their respective direct and indirect partners, members, managers, officers, directors, employees and agents may become involved in litigation and investigations because of their connection to Client activities. Such involvement could, by way of example and without limitation, involve litigation with third parties (including investors, co-investors, owners and other stakeholders of portfolio companies and companies in which an investment was contemplated but not ultimately consummated), formal and informal proceedings related to actual or potential litigation (including being called as a witness, being deposed and being required to comply with extensive document production requests) or investigations by regulators in connection with the Client’s investment activities or matters involving actual or potential investments. These risks are elevated where the Client exercises control or significant influence over an issuer’s direction, becomes involved in official or unofficial creditor committees or becomes involved in activities that may be considered hostile in nature to an issuer. Any expense incurred in connection with any actual or potential thirdparty claims or litigation, regulatory inquiries or any other of the foregoing, will be borne by the applicable Client, including without limitation any settlement, disgorgement or judgment, as well as costs, fees and expenses associated with engaging experts and other providers in connection with such matters.

Read the rest in the brochure

Dragoneer intends to provide investment advice to Funds and the Managed Account Clients, as discussed in Item 4 above. Dragoneer may advise different types of clients in the future. Each investor in the Funds must generally be an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (“1933 Act”), and either (1) a “qualified purchaser” under the 1940 Act, (2) a “qualified client,” as defined in Rule 205-3 under U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), or (3) a “knowledgeable employee” as such term is defined in Section 2(a)(51) of the 1940 Act. Additional restrictions may apply, and are set forth in the Governing Documents for each Fund. Some (but not all) of the Funds impose a minimum initial investment requirement of up to $25 million, which may be, at any time and from time to time, waived at the discretion of Dragoneer. Each Managed Account will typically be structured to accommodate the investment guidelines and control requirements of its particular investors. The conditions for starting and maintaining a Managed Account will vary with the circumstances of each Managed Account and be negotiated and set forth on an individual basis in the relevant Managed Account Agreement.

The Funds generally allocate a portion of their investment profits or gains (for certain Funds and in certain circumstances, whether realized or unrealized) to their general partners, which are affiliated with Dragoneer, as a carried interest or a performance allocation, as set forth in each Fund’s Governing Documents. Managed Account Clients may similarly pay performance fees, carried interest or a performance allocation to Dragoneer or our affiliates, as set forth in the Managed Accounts’ client agreements. Co-Investment Vehicles also may, in some cases, allocate a portion of their investment profits to their general partners, which are affiliated with Dragoneer, as a carried interest, as set forth in the relevant organizational documents for each Co-Investment Vehicle. Such entitlement to performance-based distributions or fees creates an incentive for us to take, and will frequently result in Dragoneer taking, risks in managing the Clients and CoInvestment Vehicles that we would not otherwise take in the absence of such arrangements. There is a reduced allocation or no allocation of carried interest, incentive allocation, excess cash flow or performance allocations, as applicable, with respect to certain investors in certain Funds, including, for example, the Fund’s general partner, its affiliates and their personnel and certain “friends and family” and strategic investors. Furthermore, as noted above in Item 5, Dragoneer has in the past established and may, from time to time in the future, establish certain investment vehicles that pay reduced or no advisory fees or carried interest. Additionally, the allocation of carried interest, incentive allocation or performance allocations or the payment of performance fees, as applicable, at different rates creates an incentive for us or our affiliates to disproportionately allocate time, services or functions to Clients and vehicles allocating or paying such amounts at a higher rate, or to allocate investment opportunities to such Clients and vehicles. We have adopted policies and procedures that, among other things,

seek to ensure that investment opportunities are allocated in a manner that we believe is consistent with the relevant Governing Documents and otherwise fair and reasonable over time, considering such factors as we deem relevant, but in our sole discretion. See Item 11 below for additional information relating to how we generally address conflicts of interest.

Neither Dragoneer nor any of its management persons is registered, or has an application pending to register, as a broker-dealer, registered representative of a broker-dealer, futures commission merchant (“FCM”), commodity pool operator (“CPO”) or commodity trading advisor (“CTA”). In addition, neither Dragoneer nor any of its management persons is an associated person of an FCM, a CPO or CTA. Dragoneer (or a related person or designee) typically holds an investment in Client investment vehicles and therefore may be viewed as having an incentive to favor such Client investment vehicles. As described in the response to Item 6, Dragoneer has adopted controls, such as its allocation policy, that are intended to help mitigate some of the incentives Dragoneer has to favor one Client over others. Dragoneer Asia Limited (“Dragoneer Asia”) is located in, and organized under the laws of, Hong Kong. Under a Memorandum of Understanding (“MOU”) between Dragoneer and Dragoneer Asia, Dragoneer Asia is a Participating Affiliate of Dragoneer as that term is used in relief granted by the staff of the SEC allowing U.S. registered advisers to use investment management resources of unregistered advisory affiliates subject to the regulatory supervision of the registered adviser. Dragoneer Asia and its employees who provide services to the Clients are considered under the MOU to be “associated persons” of Dragoneer as that term is used under the Advisers Act for purposes of Dragoneer’s required supervision. Dragoneer Asia has agreed to submit to the jurisdiction of the SEC and to the jurisdiction of the U.S. courts for actions arising under the U.S. securities laws in connection with the investment management services they provide for any Clients. Dragoneer does not currently recommend or select other investment advisers for its Clients, although it may do so in the future.

Trading Dragoneer has adopted a Code of Ethics (“Code”) pursuant to Rule 204A-1 under the Advisers Act. All “access persons” (including employees, managers, officers and other applicable personnel) of Dragoneer must comply with the Code. The Code sets forth standards of conduct expected of Dragoneer’s personnel, which reflect the fiduciary obligations of Dragoneer and its personnel to its Clients, and requires Dragoneer’s personnel to comply with applicable federal securities laws. The Code also requires any employee of Dragoneer to report potential violations of the Code promptly to the Chief Compliance Officer (“CCO”). Dragoneer provides each employee with a copy of the Code and any amendments, and employees are required to provide a written acknowledgement that they have received the Code, as amended from time to time. Under the Code, access persons must submit an annual report of brokerage accounts and holdings along with an annual acknowledgement and certification stating that the individual will

comply with the Code. The Code further requires personnel to submit certain quarterly transaction reports (or brokerage statements) that detail the individual’s relevant securities transactions for the quarter. Finally, the Code also contains restrictions on the use of insider information and nonpublic information regarding a Dragoneer Client. Dragoneer reserves the right to refine and modify the Code of Ethics and its other policies and procedures at any time and over time. Clients and prospective clients can obtain a copy of the Code upon request by contacting Erin Schneider by telephone (415-539-3105) or by email (erin@dragoneer.com). Participation or Interest in Client Transactions Certain employees and affiliates of Dragoneer may invest in and alongside the Clients, either through the general partners, as direct investors in the Clients or otherwise. A Client or its general partner, as applicable, may reduce all or a portion of the advisory fee, carried interest and/or incentive allocation related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see below. Dragoneer may provide certain information to one or more prospective investors in a Client or a co-investment opportunity that it does not provide to all of the prospective investors or limited partners. Resolution of Conflicts In the case of all conflicts of interest, Dragoneer’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using Dragoneer’s good faith judgment, but in its sole discretion. In resolving conflicts, Dragoneer may consider various factors, including the interests of the applicable Clients, Dragoneer and its affiliates with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest: (1)

Dragoneer will consider the appropriateness of an investment from the viewpoint of a Client;

(2)

Certain conflicts of interest may be resolved by set procedures, restrictions or other provisions contained in the Governing Documents for the Clients;

(3)

Some Clients have established an advisory committee. In certain circumstances, members of such advisory committee(s) have in the past and are expected in the future to consult with Dragoneer as to, and/or approve, certain actual or potential material conflicts of interest. Also, alternatively, an Independent Representative has in the past and may in the future be utilized to help resolve such conflicts;

(4)

Dragoneer has adopted and implemented certain policies and procedures designed to help reduce certain conflicts of interest; and

(5)

Prior to subscribing for interests in a Client, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Client.

In certain instances, some conflicts of interest may be resolved in a manner adverse to a Client, including as a result of Dragoneer taking into account its own interests or those of its affiliates in resolving such conflicts. There can be no assurance that Dragoneer will identify or resolve all conflicts in a manner that is favorable to the Clients, and the Client’s investors will not necessarily be entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. Other Potential Conflicts of Interest The Clients are subject to a number of actual and potential conflicts of interest. The following descriptions of conflicts of interest and the conflicts discussed elsewhere in this Brochure do not purport to be a complete list or explanation of the conflicts involved with the management of the Clients. Actual and prospective investors in a Client should also consult its Governing Documents for additional details on the conflicts of interest associated with an investment in such Client. Unless otherwise explicitly stated in the applicable Governing Documents of a Client, Dragoneer and its affiliates (including its personnel) shall be permitted to act upon and take account of the conflicts described herein in its and their sole discretion. To the fullest extent permitted by law (which, for the avoidance of doubt, includes federal and state securities laws such as the Advisers Act and any other law whose applicability is not permitted to be contractually waived) and subject to the Governing Documents of a Client, whenever Dragoneer or any of its affiliates (including its personnel) is permitted or required to make a decision (i) in its discretion (whether express or implied), such decision shall be made in Dragoneer’s sole discretion unless otherwise specified and, in each case, Dragoneer shall be entitled to consider in good faith such interests and factors it deems appropriate, including, without limitation, its own interests, the interests of, or factors affecting, a Client or other party associated with a given decision or course of action, including, without limitation, any operational, administrative, logistical and/or technological expenses, burdens or similar considerations, or (ii) in its “good faith” (which term in its totality shall mean a duty to act honestly but which, for the avoidance of doubt and without limitation, permits Dragoneer to consider its own interests) or under another express standard, Dragoneer shall act under such express standard and shall not be subject to any other or different standard. Allocation of Investment Opportunities When Dragoneer is presented the opportunity to make investments, it has established certain policies and procedures (as may be amended from time to time) to guide the determination of allocations of such investments (including with respect to Subsequent Investments) among Clients, which permit, though do not require, Dragoneer to take into account some or all of a wide range of factors determined in Dragoneer’s sole discretion, related to such Clients as Dragoneer deems applicable and to the investment itself, which may include but are not limited to: (a) such Client’s investment objectives and investment focus; (b) transaction sourcing and completion (including, with respect to an investment originated by a third party, the relationship of the Client to such third party) and the provision of strategic value with respect to one or more actual or

prospective transactions or other initiatives over time; (c) such Client’s liquidity and reserves (including whether the Client is able to commit to invest all capital required to consummate a particular investment opportunity and the extent to which Dragoneer in its sole discretion, at any time and from time to time, believes the applicable Client should limit its exposure to less liquid investments); (d) structural and operational differences between such Clients; (e) such Client’s diversification (including the actual, relative or potential exposure of a Client to the type of investment opportunity in terms of its existing portfolio); (f) lender covenants and other limitations; (g) amount of capital available for investment by each such Client as well as such Client’s projected future capacity for investment (including whether a Client is able to invest all capital required to consummate a particular investment opportunity) and anticipated co-investment (if any); (h) the size, liquidity and duration of the investment; (i) future ability to put capital to work in an investment; (j) such Client’s targeted rate of return (if any); (k) stage of development of the prospective portfolio company or other investment; (l) composition of such Client’s portfolio and such Client’s investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage or other similar risk metrics) and the scope of a Client’s investment mandate including whether mandates are identified as primary or secondary, and whether the mandate is not limited or otherwise restricted to specific types of investments/assets; (m) suitability as a Subsequent Investment with respect to a current portfolio investment of a Client or to upsize an existing investment; (n) expected timing to execute an investment; (o) the amount and use of leverage, if any, in the proposed capital structure; (p) the availability of other suitable investments for each such Client; (q) risk considerations; (r) cash flow considerations; (s) the centrality of an investment to a Client’s strategy; (t) asset class restrictions; (u) industry, geography, and other similar or related factors; (v) minimum and maximum investment size requirements; (w) tax and accounting implications; (x) whether an investment opportunity requires additional consents or authorizations from Clients, their investors or third parties; (y) whether the investment opportunity is seeking near-term liquidity through an IPO; (z) whether the investment serves to protect Dragoneer’s or a Client’s interests (including, but not limited, protective or defensive financing); (aa) whether the investment opportunity would create a material conflict of interest with respect to a Client, Dragoneer or its affiliates; (bb) avoiding allocations that could result in de minimis or odd lot investments or otherwise create operational burden that Dragoneer in its sole discretion determines to be excessive; (cc) legal, contractual or regulatory constraints; (dd) any other relevant limitations imposed by or conditions set forth in the applicable offering and organizational documents of each Client; and/or (ee) any other criteria as Dragoneer deems relevant in its sole discretion. The application of the factors set forth above will frequently result in investment allocations on a non-pro rata basis that may also vary over time, and there can be no assurance (and it is not expected) that a Client will participate in all investment opportunities that fall within its investment objective. Dragoneer may in its sole discretion allocate participation in a manner different from the expectation described above at any time. In addition, a Client may not pursue an investment opportunity that is within its mandate as a result of trading activities of, or other investments made by, other Clients or investments made by other Clients and/or their portfolio companies. Any of the foregoing factors, among others, may, in Dragoneer’s sole discretion, also be considered when making allocation determinations with respect to dispositions of investments. In addition, Dragoneer will, from time to time, consider an investment opportunity for one Client and then subsequently determine to have another Client make the investment. In making any such determination, Dragoneer may (but is not required to) consider a variety of factors,

Read the rest in the brochure

In the absence of specific instructions from a Client, Dragoneer’s policy is to arrange for the execution of transactions for publicly traded securities in Client accounts through brokers, dealers, foreign exchange brokers, or other lawful persons, intermediaries or clearing entities (each, a “Broker”) that Dragoneer selects in its sole discretion in accordance with its policies and procedures on best execution. Assessing brokers and other intermediaries involves both qualitative and quantitative factors, and frequently will not result in the lowest brokerage commission. Consequently, in a particular transaction a Client may pay a brokerage commission in excess of that which another broker might have charged for executing the same transaction. Dragoneer is responsible for determining what securities will be purchased and sold for each Client and selecting the Brokers to execute the transactions on behalf of Clients. Purchases and sales of securities for Clients are made in accordance with the investment objectives, strategies and policies of each Client. Dragoneer may consider the range and quality of services a broker may provide, which may include some or all of best total trade price, trading volume, liquidity, the number of securities involved, the size of transaction, the potential for information leakage, the likely market impact due to the transaction in the market, related research services and costs (including but not limited to commissions, fees and transaction taxes, such as stamp duties), reputation of the broker, specialized expertise of the broker (if any), ease of settlement, capabilities with respect to unique or differentiated situations, corporate access, responsiveness of the broker, as well as the overall relationship. As a result, Dragoneer may cause a Client to pay a brokerage commission in excess of that which another broker might have charged for executing the same transaction if it determines that the commission paid was reasonable in relation to the value of the services provided by the broker. Dragoneer receives research or other products or services from brokers in addition to trade execution (often referred to as “soft dollars”). Research products may include, among other things, permitted computer databases and quotation software, in each case, to access research or that provide research directly, other software, databases and certain other technical and telecommunication services utilized in the investment management process. Research services (which may be in written or oral form or electronic) may include, among other things, research

concerning market, economic and financial data, statistical information, data on pricing and availability of securities, financial publications, electronic market quotations and news, performance measurement and pricing services, permitted risk management analysis and performance studies, analyses concerning specific securities, companies or sectors, and market, economic and financial studies and forecasts. Clients do not receive a direct monetary benefit from brokerage and research products and services; however, these products and services may be useful to Dragoneer in providing investment advice to its Clients. When Dragoneer uses Client brokerage commissions (or markups or markdowns) to obtain research or other products or services, Dragoneer may receive a benefit because it does not have to produce or pay for the research, products or services. As a result, Dragoneer may have an incentive (on which it may act) to select or recommend a broker-dealer based on its interest in receiving the research or other products or services, rather than on its Clients’ interest in receiving the most favorable execution. Dragoneer will at times make payments for eligible research and brokerage services either via a portion of the commission paid to the executing broker/dealer or through client commission sharing arrangements (“CSAs”). Any research received can be used to service all Clients to which it is applicable, whether or not the Client’s commissions were used to obtain the research, and services received from a broker (or paid for by commissions paid to a broker) that executed transactions for a particular Client account will not necessarily be used specifically in providing investment advice to that particular Client account. Some Client accounts will generate more CSA credits than other Client accounts for a variety of reasons, including but not limited to account size, trading frequency, and the investment strategy in which the account is managed. Because Dragoneer’s Clients often seek to buy and sell the same investments, Dragoneer may aggregate purchases and sales of investments. Dragoneer will generally seek to aggregate purchases and sales when Dragoneer believes that aggregation will be beneficial to the applicable Clients, including when it will result in the execution of transactions in a more timely and efficient manner, such as a reduction in overall execution costs and impact on the market price of the underlying securities.

Dragoneer does not receive an economic benefit from any person who is not a Client for providing investment advice or other advisory services and does not expect to compensate any person for client referrals.

While not compensation for Client referrals, Dragoneer has in the past engaged, and will from time to time in the future engage, one or more persons to act as a placement agent for a Fund in connection with the offer and sale of interests to certain potential investors. Such persons generally will receive a fee based on the sale of such interests to potential investors. Such fee will be set forth in the placement agent agreement and will be allocated consistent with the Governing Documents of a Fund. Item 15. Custody

Dragoneer has no applicable information to disclose on this item.

Dragoneer generally monitors and reviews the Funds and Managed Accounts on a periodic basis for overall adherence to the Fund’s or Managed Account’s investment objective and strategies, as well as any guidelines or restrictions. Fund investors receive annual audited financial statements and unaudited quarterly account statements directly from the Fund’s administrator. Managed Account clients receive account statements directly from their chosen custodian on the frequency agreed with that custodian. Dragoneer may supplement these statements with reports, letters or other communications.

Dragoneer will generally have discretionary authority over the investment activities of the Funds and Managed Accounts. For the Funds, this discretionary authority is generally granted to Dragoneer pursuant to the organizational documents of each Fund and/or pursuant to Dragoneer’s investment management agreement with such Fund. For the Managed Accounts, this discretionary authority and any limitations thereon are set forth in the applicable investment management agreement. However, Dragoneer may not have signing authority on behalf of some or all of its Managed Accounts. In all cases, Dragoneer is obligated to exercise its investment discretion in a manner consistent with the stated investment objectives, policies, guidelines and restrictions/limitations for a particular Client account.

Voting Proxies Dragoneer has the authority to vote all proxies on behalf of the Funds, and may be delegated the authority to vote proxies held in a Managed Account as the proxies are received by Dragoneer from the Managed Account Clients. Dragoneer has adopted a policy governing the voting of proxies that is designed to seek to ensure that Dragoneer votes Fund securities in what it believes are the best interest of its Funds. Dragoneer may, but is not obligated to, vote proxies in its sole discretion. Dragoneer has no obligation to review or consider proxies and can decide to vote or not vote any or all proxies in its sole discretion for any reason. As a result, there may be a significant number of proxies that are not reviewed or voted, even if the issuer is requesting a vote on an issue that could be material to a Fund’s interest in the issuer. As a long-term orientated investor, in most cases, Dragoneer’s policy is to vote the proxies it decides to vote (if any) in accordance with the recommendations of management of the issuer. If there is a material conflict of interest between the interests of Dragoneer and its Clients, Dragoneer will endeavor to resolve such conflict in a manner that is consistent with Dragoneer’s assessment of the best interest of the Clients. If a Managed Account Client has not delegated the power to vote proxies to Dragoneer, that Managed Account Client may direct Dragoneer to vote in a particular manner at any time upon written notice to Dragoneer. In those circumstances, Dragoneer will comply with the Managed Account Client’s specific directions to vote proxies, whether or not such directions specify voting proxies in a manner that is different from these policies and procedures. In instances where Dragoneer does not have authority to vote Managed Account Client proxies, it is the responsibility

of the Managed Account Client to instruct the relevant custodian bank or banks or prime broker to mail proxy material directly to such Managed Account Client. Clients may obtain a copy of these proxy voting policies, and obtain information about how Dragoneer has voted its Clients’ proxies, or discuss any particular solicitation by calling 415-5393105. Participation in Class Actions and Other Litigation Matters Dragoneer may have occasion to consider whether to participate in litigation on behalf of a Fund, including by filing proofs of claim in class actions. Dragoneer shall not be responsible for monitoring the pendency of class actions or other litigation matters that, in Dragoneer’s sole discretion, are believed unlikely to have a material bearing upon the Fund’s overall financial position. Additionally, Dragoneer has complete discretion to determine, based on the facts and circumstances of each case or on broader policy considerations, whether to file proof of claims for the Funds in any class action of which Dragoneer is made aware of. In some (if not all) circumstances, Dragoneer may determine it is in the best interests of the Fund not to file a proof of claim.

Dragoneer does not require or solicit prepayment of any advisory fees more than six months in advance. As a result, Dragoneer is not required to provide a balance sheet for its most recent fiscal year. Dragoneer is unaware of any financial condition that is reasonably likely to impair its ability to meet its commitments to its Clients. Dragoneer has not been the subject of a bankruptcy petition during the past 10 years. Item 19. Requirements for State-Registered Advisers