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 February 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 (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) and/or a Managed Account Client. As of December 31, 2018, Dragoneer had approximately $6.9 billion 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 seeks to construct concentrated investment portfolios for the Funds of high-quality securities and other assets of companies characterized by high 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 may form capital around a particular investment strategy or theme, or establish, on a transaction-by-transaction basis, investment vehicles, 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 Co-Investment 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. please register to get more info

Detailed below is a brief summary of certain fees and expenses paid by Clients. Investors and prospective investors in a Fund should review a relevant Fund's offering materials and other constituent documents for an additional discussion of 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. 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 our investment advisory services. 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 precise amount of, and the manner and calculation of, the advisory fees. Certain investors in a Fund, including, for example, the Fund’s general partner, its affiliates and their personnel and certain “friends and family,” pay reduced or no advisory fees at the discretion of the Fund’s general partner (though these investors generally pay their pro rata share of certain Fund expenses). Please see Item 11 for a description of the 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. Each Fund is generally responsible for all legal, consulting and other expenses incurred in the organization of the Fund and the offering of interests therein including out-of- pocket legal, accounting, printing, administrative, filing, travel and travel-related expenses, and meal and entertainment fees and expenses (including travel and travel-related expenses and meal and entertainment fees and expenses of Dragoneer personnel) of Dragoneer, its affiliates, relevant third parties and their respective personnel. As used throughout this brochure, “travel”, “travel- related” and similar expenses shall be deemed to include, without limitation, commercial and non- commercial transportation costs (including chartered, private plane, first class or business class travel and private car travel), lodging and accommodations. Dragoneer is generally 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 employees. Each Fund is generally responsible for all other costs, expenses and liabilities incurred, directly or indirectly, by the Fund and Dragoneer, their affiliates (including, without limitation, collector or special purpose vehicles of or with respect to the Fund), and their respective personnel in connection with the Fund’s operations, including, without limitation:  all investment-related expenses, whether or not an investment is consummated, including, without limitation, expenses in connection with:  obtaining third-party market research or market data, fees and expenses (which may include costs of retainers and transaction-based compensation or success fees, some of which may be discretionary) of consultants (including fees paid to “expert network” firms in connection with potential and existing investments);  investment bankers and other third-party service providers engaged by or in connection with the Fund or an investment;  bridge financings (including related expenses which may be payable to a Fund or to Dragoneer or an affiliate thereof);  travel and travel-related expenses, meal and entertainment expenses (including, in each case, those of Dragoneer, its affiliates, and their respective personnel) in connection with generating, investigating, or monitoring potential and existing investments, and expenses related to attending trade association meetings, conferences or similar meetings in connection with the evaluation or generation of investment opportunities or business sector opportunities;  management, development, profit-sharing or other fees or expenses (including an operating partner’s operational expenses) charged by or paid to any operating partners, advisors or other third parties who manage or source potential or existing investments;  expenses and liabilities 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, brokerage commissions and spreads; and  expenses (including interest expense) 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.  the legal, accounting and other expenses incurred in forming, maintaining and winding up any alternative investment vehicle, or special purpose vehicle for making or holding Fund investments (whether or not such investments are consummated);  costs and expenses incurred in connection with the administration of the Fund payable to persons other than affiliates of Dragoneer, including the fees associated with legal, accounting, bookkeeping, tax and regulatory compliance (including, without limitation, with regards to FATCA and anti-money laundering rules and regulations) and audit professionals;  obligations arising from the EU Directive 2011/61/EU on Alternative Investment Fund Managers (the “AIFM Directive”) or comparable regimes in other jurisdictions (including without limitation, reports, disclosures, filings and notifications prepared in accordance with, and the organization or maintenance of any entity used in connection with, the foregoing, as well as any travel and accommodation expenses relating to such entity) (collectively, “Regulatory Expenses”);  the costs in connection with preparing reports to investors, expenses and costs of order management and portfolio management systems, and expenses and costs of any advisory committee or any other committee formed with respect to the Fund or any investment;  expenses incurred in connection with information technology systems (including the costs of developing, implementing and maintaining computer software and hardware and other technological systems);  fees and expenses related to third-party valuation agents engaged by or in connection with the Fund or any investment or asset thereof;  costs and expenses related to risk management and assessment; and  all litigation-related (including in respect of any formal or informal investigations and/or other proceedings or inquiries), indemnification and insurance expenses, including the premiums associated with obtaining insurance (including, without limitation, general partner liability insurance, errors and omissions insurance, directors’ and officers’ insurance, crime/fidelity insurance, cyber-security insurance, and any other applicable insurance).
Managed Accounts
The Managed Accounts’ fee and compensation arrangements are established in the Managed Account Clients’ investment management and operating agreements with Dragoneer and its affiliates. These Managed Accounts may have performance incentive fees or allocations and these Managed Account Clients reimburse certain Dragoneer expenses, generally including the same types of operating expenses listed above for the Funds. Some Managed Account Clients may pay management fees that are calculated with methodologies addressed in the Managed Accounts’ client agreements. The amount of any management 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 our investment advisory services.
Portfolio Fees
Dragoneer, its affiliates and their respective officers, employees, partners, shareholders, and members may receive consulting, directors’, transaction, upfront, monitoring, break-up, advisory or other fees in connection with actual or contemplated Client investments (collectively, “Portfolio Fees”). A payment of Portfolio Fees to such persons could create a conflict of interest because the amounts of such Portfolio Fees may be substantial and the relevant Clients and their investors generally would not have a direct interest in these fees. Dragoneer would determine the amount of these Portfolio Fees for the services provided and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to portfolio companies, and/or third party co-investors in its transactions, and the amount of such fees and reimbursements would not typically be disclosed to investors in the relevant Clients. As amongst Clients, Portfolio Fees will generally be allocated based on the share of equity invested by the applicable Client (or Dragoneer’s estimate of the amount proposed to be invested, in the case of breakup fees and the like) (other than in respect of waived fee amounts allocated to such investment or capital contribution by the general partner of such Client (and such general partner’s personnel)) in relation to all equity invested or proposed to be invested by one or more Clients and/or one or more other persons managed, advised, sourced or placed by Dragoneer in the particular transaction. Such Portfolio Fees will be retained by Dragoneer and/or its affiliates, but the portion of such Portfolio Fees attributable to the Client’s investment may offset the management fees otherwise payable by the Client. However, the portion of Portfolio Fees allocable to capital invested by a Client, co-investment vehicle or third-party investor that does not pay advisory fees will be retained by Dragoneer and such amounts will not offset any advisory fee. Fees that are allocated to Clients will be shared with such Clients and their investors in accordance with and to the extent required by their Governing Documents, which may permit Dragoneer and/or its affiliates to retain such fees and not share them with such Clients or investors. The Governing Documents also may permit Dragoneer to enter into fee (and/or other economic) sharing arrangements with respect to one or more Clients and/or their investors, the rights of which may not be made available to other Clients or investors. In addition, the payment of monitoring fees may be accelerated upon certain events, including the occurrence of an initial public offering or strategic exit. Since the monitoring agreements may have prolonged terms (often exceeding ten years and/or subject to automatic extensions and renewal), the financial effect of such acceleration may be substantial, particularly in the event such circumstances occur early in the life of a Client’s investment in such portfolio company. Notwithstanding the foregoing, in the event of an initial public offering or other disposition, monitoring fees may continue to be paid so long as the applicable Client continues to hold an other than de minimis position in such portfolio company and Dragoneer or its affiliates continue to provide the monitoring services. Because certain expenses are paid for by a Client and/or its portfolio companies or, if incurred by Dragoneer, are reimbursed by a Client and/or its portfolio companies, Dragoneer may not necessarily seek out the lowest cost options when incurring (or causing a Client or its portfolio companies to incur) such expenses.
Payments Made to Third Parties
Dragoneer and its affiliates also engage and retain senior advisors, advisers, consultants, and other similar professionals who are not employees or affiliates of Dragoneer and who may, from time to time, receive payments from, or allocations with respect to, portfolio companies, Clients and/or other entities. In such circumstances, the amounts of such fees or other compensation received by such persons, which may be substantial and/or discretionary, are generally retained by such persons and will not be deemed paid to or received by Dragoneer and its affiliates and such amounts will not be subject to the sharing arrangements described above and may not benefit the Clients or their investors.
Expense Reimbursement
Additionally, a portfolio company may reimburse Dragoneer for expenses, including without limitation, travel and travel-related expenses meals and entertainment expenses (including, as applicable, closing dinners and mementos, cars and meals, social and entertainment events with portfolio company management, customers, clients, borrowers, brokers and service providers), expenses relating to training programs, meetings or other events, expenses relating to hiring portfolio company personnel (including background checks, recruiting and relocation expenses), indemnification expenses, certain legal expenses and similar out-of-pocket expenses, as well as consulting fees and other cash and non-cash compensation and expenses, incurred by Dragoneer in connection with its performance of services for such portfolio company. Such reimbursed expenses are generally not included in the definition of “Portfolio Fees” under the terms of the applicable Governing Documents and are generally not subject to the sharing arrangements described above. For a discussion of material conflicts of interest created by the receipt of such fees and reimbursements, please see Item 11 below.
Calculation and Allocation of Certain Costs and Expenses
A conflict of interest could arise with respect to Dragoneer’s determination of whether certain costs or expenses (or portions thereof) that are incurred are expenses for which the Client is responsible, or are expenses that should be borne by one or more other Clients or Dragoneer. Certain expenses may be the obligation of one particular Client and may be borne by such Client, or expenses may be allocated among multiple Clients. Each Client will generally be reliant on the determinations of Dragoneer with regard to the allocation of investment expenses and any common expenses as between the Client and any other Client(s). Such allocations require judgments as to methodology that Dragoneer makes in good faith but in its sole discretion. Such allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. Furthermore, prospective investors should note that certain Regulatory Expenses may benefit Dragoneer and/or its affiliates in connection with the offering of interests in the Client. For a discussion of how such conflicts of interest related to allocation of expenses may be resolved, please see “Resolution of Conflicts” in Item 11 below. Fees and expenses incurred in connection with “broken deals,” or potential investments that Dragoneer considers but does not consummate, will generally be allocated to one or more Clients in whole or in part, unless a third party is contractually obligated to reimburse Dragoneer and/or its affiliates for such amounts. Allocation decisions with respect to such fees and expenses may be made based upon several factors Dragoneer deems relevant but that are difficult to predict in advance, including, without limitation, Dragoneer’s estimate of which Clients would have ultimately been allocated the investment opportunity, which, in turn, may be founded on various considerations, including without limitation, the size of the relevant Clients, the current or expected size of the portion of the Client attributable to a particular investment type, the relevant Clients’ investment objectives and strategies and the size of the contemplated transaction. Further, Dragoneer may determine not to allocate, and frequently will not allocate, any fees and expenses for a “broken deal” to co-investors, including co-investment vehicles affiliated with Dragoneer (if any). Broken or “dead deal” costs may include, among other things, legal, accounting, advisory, consulting, expert network or other third-party expenses, any travel and travel-related expenses, all fees, costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed investments, any break-up fees, reverse termination fees, topping, termination or other similar fees, extraordinary expenses such as litigation costs and judgments and other expenses, and any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not consummated. Similarly, co- investors and co-invest vehicles are not typically allocated any share of break-up fees paid by Clients or received by Dragoneer in connection with an unconsummated transaction.
Brokerage Fees
When a broker is used in connection with an investment by a Client, such Client will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below. please register to get more info

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 risks in managing the Clients and Co-Investment 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. 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. please register to get more info

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 (“Investor”) 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 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. please register to get more info

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 rigorous company-specific fundamental analysis. Dragoneer invests in both public and private companies and other assets, depending on the strategy of the Client. Dragoneer seeks to construct concentrated investment portfolios of high-quality securities and other assets of companies characterized by high growth, defensible competitive positions, and solid financial models. Dragoneer 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, in its discretion, create co-investment structures designed to facilitate specific investments. For Funds and Managed Accounts comprised of publicly-traded securities, Dragoneer 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 strategy is a research-intensive approach that requires the identification and detailed evaluation of securities offering a favorable risk/return profile. Dragoneer does much of its own primary research and believes that intense, thorough analysis will provide the Funds with a competitive advantage. In many cases, independent, fundamental analysis and a deep network of contacts 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 will help identify which companies are 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 typically 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 to be considered include industry consultants, trade shows and publications. In many cases, these sources coupled with the investment professionals’ experience offer a different perspective on a situation than “the market” offers, and allows Dragoneer to reach an independent assessment surrounding value. 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 in light of the nature, facts and circumstance 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 short periods of time and may be 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 had an active market existed for such securities and will likely differ from the prices at which such securities may ultimately be sold. A Client’s financial condition and results of operations could be adversely affected if the fair value determinations with respect to such investments were materially higher than the values that such Client ultimately realizes upon the disposition of such investments. In addition, Dragoneer may rely on information provided by outside parties (including but not limited to the private companies in which the Clients invest), and such persons may provide inaccurate, incomplete, not current or otherwise unreliable information. Dragoneer may be unable to detect an error 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 by Dragoneer will give rise to conflicts of interest, 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.  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. 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 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 expense, insurance for the benefit of, among others and without limitation, the Client, Dragoneer, Dragoneer’s affiliates and their respective employees, officers, directors, agents and representatives.  Third-Party Litigation and Investigations by Regulators. A Client’s investment activities may subject it to the risks of becoming involved in litigation with third parties or investigations by regulators in connection with its investment activities. These risks are elevated where a 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 are hostile in nature. The expense of defending against any claims by third parties and paying any amounts pursuant to settlements or judgments, or the costs incident to investigations by regulators, if any, will typically be borne by the applicable Client.  Material Non-Public Information. Dragoneer expects to come into possession of material non-public information concerning certain private and, from time to time, public companies (in which Clients may or may not be invested). Under applicable securities laws, this may limit Dragoneer’s ability to buy or sell securities issued by such companies on behalf of Clients. Alternatively, Dragoneer may decline to receive material non‐public information in order to avoid investment restrictions, even though access to such information might have been advantageous and other market participants are in possession of such information.  Business, Legal, Tax and Other Regulatory Risks. Legal, tax and regulatory changes could occur during the term of a Client that may adversely affect such Client. New (or revised) laws or regulations, or interpretations of existing laws may be issued by the IRS, the SEC, the U.S. Commodity Futures Trading Commission (“CFTC”), the U.S. Treasury Department, the U.S. Federal Reserve or other banking regulators, or other U.S. or non-U.S. governmental regulatory authorities or self-regulatory organizations that could adversely affect such Client. In particular, these agencies are empowered to promulgate a variety of new rules pursuant to financial reform legislation in the United States. A Client may also be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by these governmental regulatory authorities or self-regulatory organizations. For example, there has been an increase in governmental, as well as self-regulatory, scrutiny of the alternative investment industry. It is impossible to predict what, if any, changes in regulations may occur, but any regulation that restricts the ability of such Client to execute its investment strategy could have a material adverse impact on the Client’s performance. In addition, the securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The CFTC, the SEC, the Federal Deposit Insurance Corporation (the “FDIC”), other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of securitization and derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial action. Tax Reform Risks. President Trump signed into law a broad-based reform of the Internal Revenue Code of 1986, as amended (the “Tax Code”) on December 22, 2017 (the “Tax Act”). There are significant uncertainties regarding the interpretation and application of the Tax Act. While additional guidance on the Tax Act is expected, the timing, scope and content of such guidance are not known. Changes to the Tax Code made by the Tax Act and any further changes in tax laws or interpretation of such laws may be adverse to the Clients and their investors. While it is inherently uncertain what position the current administration or future administrations will take going forward, the Tax Act provides, among other things, that if certain holding period requirements are not met, carried interest and gain on the sale of investment services partnership interests will be subject to higher rates of U.S. federal income tax than was the case under prior law. This new holding period requirement could affect investment decisions, including with respect to decisions on the timing and structure of dispositions and whether to pursue other realization events during the holding period of an investment, such as non-liquidating distributions. For example, the Tax Act gives Dragoneer an incentive to cause its Clients to hold an investment for longer than three years in order for the Client’s general partner to obtain a preferential tax rate on income allocated with respect to carried interest, even if there are attractive realization opportunities prior to that time. In resolving such conflicts, Dragoneer may often take into account the tax position of the Client’s general partner and its affiliates, including positions precipitated by the Tax Act, and there is no assurance that Client returns will not be adversely affected relative to what returns would have been absent such considerations. In addition, these new holding period requirements could subject employees or other individuals who hold direct or indirect interests in Dragoneer to higher rates of U.S. federal income tax on such carried interest than was the case under prior law. This could make it more difficult for Dragoneer to incentivize, attract and retain individuals to perform services for the Funds. Changes to Derivatives Regulation. Through comprehensive new global regulatory regimes impacting derivatives (e.g., the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the European Market Infrastructure Regulation, Markets in Financial Instruments Regulation/Markets in Financial Instruments Directive (II)), certain over-the-counter derivatives transactions in which some Clients may engage are either now or will soon be subject to various requirements, such as mandatory central clearing of transactions which include additional margin requirements and in certain cases trading on electronic platforms, pre- and post-trade transparency reporting requirements and mandatory bi-lateral exchange of initial margin for non-cleared swaps. The Dodd-Frank Act also created new categories of regulated market participants, such as “swap dealers,” “security- based swap dealers,” “major swap participants,” and “major security-based swap participants” who are subject to significant new capital, registration, recordkeeping, reporting, disclosure, business conduct and other regulatory requirements. The European Union and some other jurisdictions are implementing similar requirements. Because these requirements are new and evolving (and some of the rules are not yet final), their ultimate impact remains unclear. However, even if a Client itself is not located in a particular jurisdiction or directly subject to the jurisdiction’s derivatives regulations, such Client may still be impacted to the extent such Client enters into a derivatives transaction with a regulated market participant or counterparty that is organized in that jurisdiction or otherwise subject to that jurisdiction’s derivatives regulations. Based on information available as of the date of this brochure, the effect of such requirements will be likely to (directly or indirectly) increase a Client’s overall costs of entering into derivatives transactions. In particular, new margin requirements, position limits and significantly higher capital charges resulting from new global capital regulations, even if not directly applicable to a Client, may cause an increase in the pricing of derivatives transactions entered into by market participants to whom such requirements apply or affect the overall ability of such Client to enter into derivatives transactions with certain counterparties. Such new global capital regulations and the need to satisfy the various requirements by counterparties have resulted in increased funding costs, increased overall transaction costs, and significant balance sheets effects, thereby resulting in changes to financing terms and potentially impacting a Client’s ability to obtain financing. Administrative costs, due to new requirements such as registration, recordkeeping, reporting, and compliance, even if not directly applicable to a Client, may also be reflected in such Client’s derivatives transactions. New requirements to trade certain derivatives transactions on electronic trading platforms and trade reporting requirements may lead to (among other things) fragmentation of the markets, higher transaction costs or reduced availability of derivatives, and/or a reduced ability to hedge, all of which could adversely affect the performance of certain of a Client’s trading strategies. In addition, changes to derivatives regulations may impact the tax and/or accounting treatment of certain derivatives, which could adversely impact a Client. In addition, there is no assurance that a Client itself will not be determined to be a swap dealer, major swap participant, security-based swap dealer, major security-based swap participant or otherwise become subject to new entity-level regulation as a result of the Dodd-Frank Act or other global derivatives regulations. Such additional regulation could lead to significant new costs which could materially adversely affect the performance of a Client and thereby the return on an investment in such Client. The CFTC and certain futures exchanges have established limits, referred to as “position limits,” on the maximum net long or net short positions which any person may hold or control in particular options and futures contracts. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. Thus, even if a Client does not intend to exceed applicable position limits, it is possible that different clients managed by Dragoneer and its affiliates may be aggregated for this purpose. It is possible that the trading decisions of Dragoneer may have to be modified and that positions held by a Client may have to be liquidated in order to avoid exceeding such limits. The modification of investment decisions or the elimination of open positions, if it occurs, may adversely affect the profitability of a Client. Changes to U.S. Risk Retention Requirements. Six federal agencies (the FDIC, the Comptroller of the Currency, the Federal Reserve Board, the SEC, the Department of Housing and Urban Development, and the Federal Housing Finance Agency) have adopted joint final rules implementing the credit risk retention requirements of Section 941 of the Dodd-Frank Act (the “Final U.S. Risk Retention Rules”). Subject to certain exceptions, the Final U.S. Risk Retention Rules require the “sponsor” of a securitization transaction (or a majority-owned affiliate of the sponsor) to retain, unhedged, at least 5% of the credit risk associated with the securitization until the latest of (x) the date that the securitization has paid down its securities to 33% of their original principal amount, (y) the date that the securitization has sold down its assets to 33% of their original principal amount and (z) the date that is two years after closing. In general, the retained risk must be held in the form either of (i) an “eligible vertical interest,” defined as either (x) a single vertical security or (y) an interest in each class of asset-based securities of the issuing entity that constitutes the same proportion of each class, in each case representing at least 5% of the total securities of each class, (ii) an “eligible horizontal interest,” defined as the most subordinated class of the issuer’s asset-based securities, representing at least 5% of the aggregate fair value of all of the issuer’s asset-based securities, as determined on the closing date of the transaction or (iii) a combination of the two. In general, there is limited guidance on the application of the Final U.S. Risk Retention Rules to specific securitization structures. On February 9, 2018, however, the United States Court of Appeals for the District of Columbia Circuit (the “D.C. Circuit Court”) invalidated the Final U.S. Risk Retention Rules as they apply to the investment managers of certain collateralized loan obligation (CLO) transactions. As of the date of this brochure, it is unclear how the agencies will revise the Final U.S. Risk Retention Rules to give effect to the decision. As a result, the future impact of these rules on the securitization markets and on the future performance of a Client is uncertain. It is likely, however, that the requirements imposed by these rules will increase the costs to originators and securitizers of many asset-backed securities, and these increased costs could be passed along to a Client if it were to invest in such securitized products. In addition, particularly in a situation where such Client securitizes existing investments by creating a special purpose vehicle and contributing a pool of Client assets to it or a related entity, it is possible that such Client or Dragoneer could be considered to be a sponsor of such securitization and as a result required to comply with the risk retention requirements of the Final U.S. Risk Retention Rules. Such a requirement would increase the costs to such Client or Dragoneer of structuring and investing in securitizations. Defined Benefit Pension Liabilities. As a result of its equity ownership, representation on the board of directors and/or contractual rights, a Fund may be deemed to control, participate in the management of or influence the conduct of one or more of its portfolio companies. This could expose the assets of such Fund to claims by a portfolio company, its other security holders, its creditors or governmental agencies. Under Title IV of the U.S. Employee Retirement Income Security Act of 1974 (“ERISA”), employers who sponsor defined benefit pension plans or contribute to so-called “multiemployer” plans may be liable to the plan or the Pension Benefit Guaranty Corporation (PBGC) in the event of a full or partial plan termination or withdrawal from participation. This liability extends to other entities within the same “controlled group” as well as other “trades or businesses under common control”. In 2013, the First Circuit Court of Appeals, in Sun Capital Partners III, L.P. et al. v. New England Teamsters & Trucking Industry Pension Fund, found that a private fund (alone or with other funds) could be treated as a “trade or business” for this purpose, depending upon the level of active management and certain other factors, and remanded the case to the District court for a factual determination. The subsequent 2016 District Court of Massachusetts decision applied the “investment plus” test articulated by the appeals court and ultimately found that two private equity funds operated by the same sponsor were “trades and businesses” for purposes of ERISA. Further, the court found that the funds, neither of which itself owned a controlling 80% interest in the portfolio company, were deemed to be part of a partnership in fact as a result of their joint investment and prior activities, and therefore were jointly and severally liable for the pension withdrawal liability of such former portfolio company. This is currently an unsettled area of law, and significant questions remain regarding the potential application of the Sun Capital holding to similar factual situations. If a Fund were to be deemed a “trade or business” with the requisite level of ownership of an investment, either alone or with another fund advised by the investment manager or its affiliates, the Fund could face liability for the Title IV obligations of its portfolio companies. In addition, other portfolio companies which are deemed to be in a controlled group or under common control with an entity sponsoring or contributing to a Title IV plan could also be liable for these funding obligations.  European Union Regulation of Private Funds. The Directive on Alternative Investment Fund Managers (the “AIFM Directive”) regulates alternative investment fund managers that are based in the European Economic Area (“EEA”) or that market to investors in the EEA. The AIFM Directive places certain restrictions and requirements on Dragoneer if interests in a Client are marketed to investors in the EEA. These include (among other things) requiring the Client’s general partner to obtain (at the Client’s expense) authorization in EEA member state and to meet various potentially onerous operational and organizational requirements in connection with such general partner’s management of the Client. These various restrictions and requirements may impact the general partner’s ability to market the Client to European investors or its ability to manage the Client. Moreover, if the general partner is required to or considers it desirable to obtain authorization, the various obligations which the AIFM Directive imposes may create certain additional compliance and other costs, all of which are expected to be Client expenses.  Changes to the European Union. On June 23, 2016, the United Kingdom (the “UK”) held a referendum and voted to withdraw as a member of the European Union (the “EU”) and as a party to the Treaty on the Functioning of the European Union and its related treaties (commonly known as “Brexit”). The consequences of Brexit are uncertain. Brexit has already caused significant volatility in global financial markets and uncertainty about the integrity and functioning of the EU, both of which may persist for an extended period of time. On March 29, 2017, the UK formally initiated the withdrawal process by notifying the European Council of its intention to withdraw from the EU. This notification triggered negotiations regarding the arrangements governing the UK’s withdrawal from, and its future relationship with, the EU. The negotiation process has been lengthy and complicated, and much uncertainty remains. Although we cannot predict the full effect of Brexit, Brexit could have a significant adverse impact on UK, European and global macroeconomic conditions and could lead to prolonged political, legal, regulatory, tax and economic uncertainty. Brexit’s continuing or future macroeconomic impact could adversely affect the value of a Fund’s investments and ability to access markets, as well as limit the Fund’s investment opportunities and exit options.  Political parties in several other member states of the EU have proposed that a similar referendum be held on their country’s membership in the EU. It is unclear whether any other member states of the EU will hold such referendums, but if they do, further disruption can be expected. Areas where the uncertainty created by the UK’s vote to withdraw from the EU is relevant include, but are not limited to, trade within Europe, foreign direct investment in Europe, the scope and functioning of European regulatory frameworks (including with respect to the regulation of alternative investment fund managers and the distribution and marketing of alternative investment funds), industrial policy pursued within European countries, immigration policy pursued within EU countries, the regulation of the provision of financial services within and to persons in Europe and trade policy within European countries and internationally. The volatility and uncertainty caused by the referendum may adversely affect the value of a Client’s investments and the ability to achieve the investment objective of a Client.  Co-Investment Warehousing. Some Clients from time to time may temporarily set aside, or “warehouse,” a portion of an investment opportunity in order to facilitate a co-investment by one or more affiliated or third-party co-investors or Clients. If the co-investment is not ultimately consummated, the applicable Client would end up holding a larger portion of such investment than it otherwise expected or desired to hold and accordingly, without limitation, the Client’s Portfolio Investments would be concentrated in fewer companies, industries or markets, and the Client would have fewer available assets to pursue other potential investment opportunities. The risk of a co-investment not being consummated generally would increase in the event an investment decreases in value during the warehousing period, potentially requiring the applicable Client to bear all losses in connection with the investment.  Equity Investments. The market price of securities owned by a Client may go up or down, sometimes rapidly or unpredictably. A risk of investing in a Client is that the equity securities in such Client’s portfolio will decline in value due to factors affecting equity securities markets generally or particular industries or issuers represented in those markets. The values of equity securities may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Other risks of investing globally in equity securities may include changes in currency exchange rates, exchange control regulations, expropriation of assets or nationalization, imposition of withholding taxes, and difficulty in obtaining and enforcing judgments against non-U.S. entities. In addition, securities which Dragoneer believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame Dragoneer anticipates. As a result, a Client may lose all or substantially all of its investment in any particular instance.  Initial Public Offerings. Participation in and trading of securities with respect to initial public offerings is an investment approach in which Dragoneer actively engages on behalf of certain Clients. To this end, Dragoneer maintains relationships with investment banks, service providers, company executives and others which will, from time to time, result in allocations to some Clients of securities of companies in initial public offerings. The purchase and sale by Clients from time to time of securities of companies in initial public offerings or shortly thereafter involve special risks, including a limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the company and limited operating history. These factors contribute to substantial price volatility for the shares of these companies and, thus, for the Clients participating in such investments. The limited number of shares available for trading in some initial public offerings may make it more difficult for a Client to buy or sell significant amounts of shares without an unfavorable impact on prevailing market prices. Further, such risk may be exacerbated if one or more other Clients attempt to buy or sell the same securities as a Client in any public offering. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them.  Convertible Securities. Some Clients may invest in convertible securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that give the holder the right to convert or exchange the security for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles its holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics in that they generally: have higher yields than common stocks, but lower yields than comparable non- convertible securities; are less subject to fluctuation in value than the underlying common stock due to their fixed-income characteristics; and provide the potential for capital appreciation if the market price of the underlying common stock increases. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security. Generally, the amount of the premium decreases as the convertible security approaches maturity. A convertible security frequently is subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Client is called for redemption, such Client will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on such Client’s ability to achieve its investment objective.  General Economic and Market Risk. The value of a Client’s investments could be affected by factors affecting the economy and securities markets generally, such as real or perceived adverse economic conditions, supply and demand for particular instruments, changes in the general outlook for certain markets or corporate earnings, interest rates, political developments or adverse investor sentiment generally. Events such as war, terrorism and related geopolitical risks have led, and may in the future lead, to increased short‐term market volatility and may have adverse long‐term effects on U.S. and world economies and markets generally. Such events could also have an acute effect on individual portfolio companies or related groups of portfolio companies, as well as on other factors relating to Client investments.  Micro, Small and Medium Capitalization Companies. Investments in securities of micro- and smaller-capitalization companies involve higher risks in some respects than do investments in securities of larger “blue-chip” companies. For example, prices of securities of micro- and small-capitalization and even medium-capitalization companies are often more volatile than prices of securities of large-capitalization companies and may not be based on standard pricing models that are applicable to securities of large-capitalization companies. Furthermore, the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to investors) may be higher than for larger, “blue-chip” companies. Finally, due to thin trading in the securities of some micro- and small-capitalization companies, an investment in those companies may be illiquid.  Reliance on the Management of Portfolio Companies. There can be no assurance that any portfolio company’s existing management team, or any new team, will be able to operate successfully. In addition, the interests, obligations and duties of a portfolio company’s management team may not necessarily align with the interests of a Client or the investors. It will be primarily the responsibility of company management to operate each portfolio company business on a day-to-day basis. If a Client invests in emerging companies, there may be a limited ability to evaluate the management of such companies based on past performance and such companies may be more reliant on individual members of the management team than more established companies. Instances of fraud and other deceptive practices committed by the management team of portfolio companies in which a Client has an investment may undermine Dragoneer’s due diligence efforts with respect to such companies. If such fraud is committed, it could materially adversely affect the valuation of such Client’s investments and may contribute to overall market volatility that can negatively impact such Client’s investment portfolio.  Additional Capital Requirements of Portfolio Companies. Certain of a Client’s portfolio companies, especially those in a development or “platform” phase, may require additional financing to satisfy their working capital requirements or acquisition strategies. The amount of such additional financing will depend upon the maturity and objectives of the particular portfolio company. Each such round of financing (whether from a Client or other investors) is typically intended to provide a portfolio company with enough capital to reach the next major corporate milestone. If the funds provided are not sufficient, a company may have to raise additional capital at a price unfavorable to the existing investors, including the applicable Client. In addition, such Client may make additional debt and equity investments or exercise warrants, options or convertible securities that were acquired in the initial investment in such company in order to preserve such Client’s proportionate ownership when a subsequent financing is planned, or to protect such Client’s investment when such portfolio company’s performance does not meet expectations. The availability of capital is generally a function of capital market conditions that are beyond the control of such Client or any portfolio company. There can be no assurance that the portfolio companies will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source.  Less Established Companies. Clients may make investments in companies that are in a conceptual or relatively early stage of development. These companies are often characterized by short operating histories, new technologies and products, quickly evolving markets and management teams that may have limited experience working together, all of which enhance the difficulty of evaluating these investment opportunities. The management of such companies will need to implement and maintain successful marketing, finance personnel and other operational strategies in order to become and remain successful. Other substantial operational risks to which such companies are subject include uncertain market acceptance of the company’s products or services, a high degree of regulatory risk for new or untried and/or untested business models, products and services, high levels of competition among similarly situated companies, lower capitalizations and fewer financial resources and the potential for rapid organizational or strategic change. In addition to the risks above, emerging technology companies are subject to risks based on the characteristics of the industry, including the possibility that rapid technological developments may render such companies’ technology obsolete, uneconomical or uncompetitive prior to the company achieving profitability. Any such investments in emerging companies are considered highly speculative and are more likely to result in the loss of a Client’s entire investment.  Risks Related to Investments in the Technology Sector. A significant portion of a Client’s investments are expected to be concentrated in equity and equity-related securities of technology-oriented companies. These companies will generally be small and less-seasoned and their equity securities will tend to be more volatile than the overall stock market. As a result, events affecting these companies – for example, intellectual property issues (including litigation over proprietary rights to technology), product roll-out delays or failures, rapid obsolescence, constant technical innovation, shifting technical standards, disproportionately large research budgets, marketing expenses and market penetration by competitors and the inability to attract and retain qualified technical and managerial employees – will affect the value of such Client’s portfolio.  Dependence on Patents, Trademarks and Other Intellectual Property. Certain Client investments will depend heavily on intellectual property rights, including patents, trademarks and servicemarks. The ability to effectively enforce patent, trademark and other intellectual property laws will affect the value of many of these companies. Patent disputes are frequent and can preclude commercialization of products, and patent litigation is costly and could subject a portfolio company to significant liabilities to third parties. The presence of patents or other proprietary rights belonging to other parties may lead to the termination of the research and development of a portfolio company’s particular product.  Long-Term Nature of Investments; Potential Retention of Proceeds. Clients are intended for long‐term investment and for investors who can accept the risks associated with making highly speculative, illiquid investments in privately negotiated transactions. Many (but not all) investments by such Clients will be long-term in nature and it is uncertain when profits on such investments will be realized, if at all. Although such Client may earn current interest or dividends on some of its investments, it is generally expected that invested capital will not be returned for a significant period of time after initial investment. In addition, the amount and timing of distributions of investment proceeds with respect to such Clients will in all cases be subject to the availability of cash after satisfying obligations or setting aside reasonable reserves for anticipated obligations of such Clients or for permitted reinvestment. Accordingly, no assurance can be made as to the amount and timing of such distributions.  Investments with Third Parties. A Client may co-invest with third parties in certain portfolio companies. Such Client may not have control over these companies and, therefore, may have a limited ability to protect its position therein. Such investments may involve risks not present in investments where a third party is not involved, including the possibility that a third-party partner or co-investor may have financial difficulties resulting in a negative impact on such investment, may have economic or business interests or goals which are inconsistent with those of the Client, or may be in a position to take action contrary to the Client’s interests. In addition, a Client may in certain circumstances be liable for the actions of its third-party partners or co-investors.  Concentration of Investments. Investments are expected to be concentrated in relatively few companies, industries or markets. Such non‐diversification would make a Client more susceptible to risks associated with a single economic, political or regulatory occurrence than a more diversified portfolio might be. Such Client could be subject to significant losses if it holds a relatively large position in a single company, industry, market or a particular type of investment that declines in value, and the losses could increase even further if investments cannot be liquidated without adverse market reaction or are otherwise adversely affected by changes in market conditions or circumstances. An investment in such Client will increase the exposure of investors that are also invested in other Clients to the extent that such other Clients invest in the same portfolio company.  Illiquidity of Investments. Some Clients may invest in both publicly-traded companies and private companies, while other Clients may invest principally in private companies. The markets for certain of a Client’s public investments may be thinly traded from time to time. A Client’s ability to sell public investments may be adversely affected by various factors, including limited trading volume, lack of a market maker, or legal restrictions. Short sales are particularly subject to liquidity risk because a Client’s purchase of securities or currencies to close out a short position can itself cause the price of the securities or currencies to rise further, thereby exacerbating the loss. It is also possible that a domestic or international securities exchange or a governmental authority (such as the SEC) may suspend or restrict trading on an exchange or in particular securities or other instruments traded on the exchange. It may not always be possible to execute a buy or sell order at the desired price or to liquidate an open public investment position, either due to market conditions on exchanges or due to the operation of “circuit breakers.” This lack of liquidity and market depth could disadvantage a Client, both in the realization of the prices which are quoted and in the execution of orders at desired prices or in desired quantities. In addition, some or all of a Client’s investments in private companies could consist of securities that are subject to restrictions on sale by such Client because they were acquired from the issuer in “private placement” transactions. Generally, such Client will not be able to sell these securities publicly without the expense and time required to register the securities under the 1933 Act, or will be able to sell the securities only under Rule 144 or other rules under the 1933 Act that permit only limited sales under specified conditions. When restricted securities are sold to the public, such Client may be deemed to be an “underwriter” with respect thereto for the purposes of the 1933 Act and be subject to liability as such under the 1933 Act. In addition, practical limitations may inhibit a Client’s ability to liquidate certain of its private investments since the issuer will be privately held and such Client may own a substantial percentage of the issuer’s equity securities. Sales may also be limited by market conditions, which may be unfavorable for sales of securities of particular issuers or issuers in particular industries. Such limitations could prevent a successful sale of such Client’s private investments, result in delay of any such sale, or reduce the amount of proceeds that might otherwise be realized.  Non-U.S. Investments. Clients may invest in portfolio companies that are headquartered in, have their principal place of business in, or are organized under the laws of jurisdictions other than, or that have a substantial portion of their assets or business operations outside of, the United States. Such investments, in addition to bearing the risks generally discussed in this Item 8, may often be subject to a greater risk than U.S. investments due to non-U.S. economic, political, and legal developments, including favorable or unfavorable changes in currency exchange rates, exchange control regulations (including currency blockage), expropriation of assets or nationalization, imposition of taxes on dividends, interest payments, capital gains, or other income, the need for approval by government or other authorities to make investments, and possible difficulty in obtaining and enforcing judgments against non- U.S. entities and other factors beyond the control of Dragoneer. Furthermore, issuers of non-U.S. securities are subject to different, often less comprehensive accounting, reporting or disclosure requirements than U.S. issuers. The securities markets of some countries in which a Client may invest have substantially less volume than those in the United States, and securities of certain companies in these countries are less liquid and more volatile than securities of comparable U.S. companies. Accordingly, these markets may be subject to greater influence by adverse events generally affecting the market, and by large investors trading significant blocks of securities, than is usual in the United States. Brokerage commissions and other transaction costs on securities exchanges in non-U.S. countries are generally higher than in the United States. Non- U.S. securities settlements may in some instances be subject to delays and related administrative uncertainties. In some countries, there are restrictions on investments or investors such that the only practicable way for a Client to invest in such markets is by entering into swaps or other derivative transactions with its prime brokers or others. Such transactions involve counterparty risks which are not present in the case of direct investments and which may not be controllable by Dragoneer. No assurance can be given that a change in political or economic climate, or particular legal or regulatory risks, including changes in regulations regarding foreign ownership of assets or repatriation of funds or changes in taxation, might not adversely affect an investment by a Client.  Currency Risk. A Client’s investments that are not denominated in its home currency are subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. Officials in foreign countries may from time to time take actions in respect of their currencies that could significantly affect the value of a Client’s assets denominated in those currencies or the liquidity of such investments. For example, a foreign government may unilaterally devalue its currency against other currencies, which would typically have the effect of reducing the U.S. dollar value of investments denominated in that currency. A foreign government may also limit the convertibility or repatriation of its currency or assets denominated in that currency. A Client may, but is not required to, invest in foreign currencies, foreign currency futures contracts and options thereon, forward foreign currency exchange contracts, or any combination thereof for hedging purposes, but there can be no assurance that such strategies will be implemented, or if implemented, will be effective.  Investments in Emerging Markets. Clients may invest in emerging markets, which may include China, India and Brazil. Investments in emerging markets involve a greater degree of risk than investing in developed countries. Among other things, emerging market investments may be subject to the following risks: less publicly available information; more volatile markets and unstable market conditions, changes in interest rates, availability of credit and inflation rates; less liquidity or available credit; uncertainty in enforceability of documents; changes in local laws and regulations (including nationalization of industries); political or economic instability (including wars, terrorist acts or security operations); the relatively small size of the securities markets in such countries and the lower volume of trading and less strict securities market regulation; less favorable tax or legal provisions; price controls and other restrictive governmental actions; changes in or non-approval of tariffs or other fees or rates charged, potential severe inflation or other serious adverse economic developments; unstable currency; expropriation of property; confiscatory taxation; imposition of withholding and other taxes on income or gross sales proceeds or dispositions; fluctuations in the rate of exchange between currencies, non-convertibility of currencies which can result in the inability to repatriate funds; costs associated with currency conversion; and certain government policies that may restrict a Client’s investment opportunities. The foregoing may result in lack of liquidity and in price volatility. The economies of emerging markets may differ favorably or unfavorably from the economy of developed countries in such respects as growth of gross domestic product, rate of inflation, currency depreciation, asset reinvestment, resource self- sufficiency and balance of payments position. In addition, emerging market countries may have a greater risk of default on external debt when their economies experience a downturn. These risks of sovereign default could adversely affect the value of a Client’s portfolio. Further, emerging markets are generally heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. The economies of certain emerging markets may be based predominantly on only a few industries and may be vulnerable to changes in trade conditions and may have higher levels of debt or inflation. Companies in emerging countries are generally subject to less stringent and less uniform accounting, auditing, corporate governance and financial reporting standards, practices and disclosure requirements than those applicable to companies in developed countries. In particular, valuation of assets, depreciation, exchange differences, deferred taxation, contingent liabilities and consolidation may be treated differently from accounting standards in more developed countries. Consequently, there is less publicly available information about an emerging country company than about a company in a developed market. Certain issuers located in emerging markets, such as banks and other financial institutions, may be subject to less stringent regulations than would be the case for issuers in developed countries and, therefore, investments in these entities potentially carry greater risk. In addition, a Client’s investment opportunities in certain emerging markets may be restricted by legal limits on foreign investment in local securities or restrictions on the ability to convert currency or to take currencies out of certain countries. In emerging markets, there is often less governmental supervision and regulation of business and industry practices, stock exchanges, over-the-counter markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision which is in place may be subject to manipulation or control. Some emerging market countries do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not be proceeding at the same pace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among local, regional and national requirements. In certain cases, the laws and regulations governing investments in securities may not exist or may be subject to inconsistent or arbitrary application or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. A Client may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in non-U.S. courts.  Settlement in Emerging Markets. There can be no guarantee of the operation or performance of settlement, clearing and registration of transactions in emerging market countries nor can there be any guarantee of the solvency of any securities system or that such securities system will properly maintain the registration of a Client or such Client’s custodian as the holder of securities. Where organized securities markets and banking and telecommunications systems are underdeveloped, concerns inevitably arise in relation to settlement, clearing and registration of transactions in securities. Furthermore, due to the local postal and banking systems in many emerging market countries, no guarantee can be given that all entitlements attaching to quoted and over- the-counter traded securities acquired by a Client, including those related to dividends, can be realized. Some emerging markets currently dictate that monies for settlement be received by a local broker a number of days in advance of settlement, and that assets are not transferred until a number of days after settlement. This exposes the assets in question to risks arising from acts, omissions and solvency of the broker and counterparty risk for that period of time. Emerging Market Exchange Control and Repatriation. It may not be possible for a Client to repatriate capital, dividends, interest and other income from emerging markets, or it may require governments’ consents to do so. Such Client could be adversely affected by the introduction of, or delays in, or refusal to grant any such consent for the repatriation of funds or by any official intervention affecting the process of settlement of transactions. Economic or political conditions could lead to the revocation or variation of consent granted prior to investment being made in any particular country or to the imposition of new restrictions. Emerging Market Inflation. Some countries in which a Client may invest have experienced substantial rates of inflation in recent years. Inflation and rapid fluctuations in inflation rates have had, and may in the future have, negative effects on the economies and securities markets of certain emerging economies. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on such Client’s investments in these countries or such Client’s returns from such investments. Emerging Market Counterparty and Liquidity Risk. There can be no assurance that there will be any market for any investments acquired by a Client or, if there is such a local market, that there will exist a secure method of delivery against payment which would, in the event of a sale by or on behalf of such Client, avoid exposure to counterparty risk on the buyer. It is possible that, even if a market exists for such investment, that market may be highly illiquid. Such lack of liquidity may adversely affect the value or ease of disposal of such investments. There is a risk that counterparties may not perform their obligations and that settlement of transactions may not occur. Geopolitical and Regional Risk. In emerging markets, ethnic, religious, historical and other divisions may give rise to tensions which may result in instability of financial markets, corruption, military conflict and terrorism. Terrorism in emerging markets has the ability to cause major disruptions and negatively impact such market’s economy and could lead to a reduction of a Client’s assets or an entire loss in value of an investment. Terrorism and related military actions may lead to increased short term market volatility and have adverse long term effects on markets generally and such Client specifically. Emerging markets may have a weak or a still developing governmental or authoritative structure which creates a climate of corruption, either state sponsored or at the local or individual level; this could include, but is not limited to, selective or arbitrary investigations and prosecutions by the government, corrupt judicial actions or thriving black markets, which all have the ability to impact the value of such Client’s investments. Neither terrorism nor corruption is unique to emerging markets but there is a heightened probability, compared with developed markets, that these factors will have an effect on the value of such Client’s investments.  Investments in China. In general, the economic, political and legal structures in the People’s Republic of China (the ‘‘PRC’’) differ in significant ways from those of most developed countries and other emerging markets, and these differences present a variety of risks that could impair a Client’s ability to achieve its investment objective. The following risk factors, in addition to the risks associated with non-U.S. and emerging market investments described above, are applicable to investments in the PRC. Regulations Governing Foreign Investment Enterprises. The PRC has adopted a broad range of laws, administrative rules and regulations that govern the conduct and operations of companies in the PRC that receive capital investments from foreign investors (known as ‘‘Foreign Investment Enterprises’’ or ‘‘FIEs’’). These laws, rules and regulations provide some incentives to encourage the flow of investment into the PRC, but they also subject FIEs to a set of restrictions that may not always apply to domestic companies in the PRC. For example, FIEs are prohibited from participating in certain industries and may only participate in certain other industries if they are at least partially-owned by domestic Chinese investors. The rules and regulations restricting FIE participation in certain industries in China are codified in the Foreign Investment Catalogue, which is administered by the PRC Ministry of Commerce and its local affiliates (‘‘MOFCOM’’), as well as o please register to get more info

Dragoneer has no applicable information to disclose on this item. please register to get more info

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 mitigate the incentives Dragoneer has to favor one Client over others. Dragoneer does not currently recommend or select other investment advisers for its Clients, although it may do so in the future. please register to get more info

Trading
Dragoneer has adopted a Code of Ethics (“Code”) pursuant to Rule 204A-1 under the Advisers Act. All “access persons” (including employees, managers and officers) 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 non- public information regarding a Dragoneer Client. Clients and prospective clients can obtain a copy of the Code upon request by contacting Michael Dimitruk by telephone (415-539-3105) or by email (michael@dragoneer.com). Dragoneer may, from time to time, facilitate the purchase and sale of securities between two Clients. Dragoneer will seek to effect such transactions between Clients only if it determines that doing so would be in the best interest of each Client involved. Dragoneer will consider such factors as it deems materially relevant in making this determination, including without limitation the availability of the underlying securities in the marketplace, execution costs and the potential effect on the Clients of executing purchase and sale transactions in the underlying securities in the marketplace. Dragoneer does not consider such transactions to typically be principal transactions. Nevertheless, if Dragoneer believes that a transaction between or among Clients is a principal transaction, Dragoneer will observe the following procedures:  Dragoneer will disclose all information that Dragoneer believes is material regarding a potential transaction to the Clients involved in it, and obtain their prior written consent to the transaction.  Dragoneer may not set the price of the security being traded.  Dragoneer may not receive any compensation (other than its advisory fee) directly in connection with the transaction.
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 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) A Client will not make an investment unless Dragoneer believes that such investment is an appropriate investment considered from the viewpoint of such 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) Many of the Funds have established an advisory committee, consisting of representatives of investors not affiliated with Dragoneer. Members of the advisory committees may in certain circumstances consult with Dragoneer as to certain actual or potential material conflicts of interest;

(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 addition, certain provisions of a Client’s Governing Documents are designed to help protect the interests of investors in situations where certain material, identified conflicts may exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Client.

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 Fund should consult its Governing Documents for more details on the conflicts of interest associated with an investment in such Fund. Allocation of Investment Opportunities Dragoneer has established policies and procedures to guide the determination of investment allocations (including purchases and sales), which policies and procedures permit Dragoneer to take into account some or all of a wide range of factors determined in Dragoneer’s sole discretion, related to each Client and to the investment itself, which may include but are not limited to: (a) each 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 a particular 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) each Client’s liquidity and reserves; (d) each 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); (e) lender covenants and other limitations; (f) amount of capital available for investment by each Client as well as each Client’s projected future capacity for investment; (g) future ability to put capital to work in an investment; (h) each Client’s targeted rate of return; (i) stage of development of the prospective portfolio company or other investment; (j) composition of each Client’s portfolio; (k) suitability as a follow- on investment for a current portfolio company of a Client; (l) the availability of other suitable investments for each Client; (m) risk considerations; (n) cash flow considerations; (o) asset class restrictions; (p) industry, geography, and other similar or related factors; (q) minimum and maximum investment size requirements; (r) tax implications; (s) whether an investment opportunity requires additional consents or authorizations from Clients, their investors or third parties; (t) legal, contractual or regulatory constraints; (u) any other relevant limitations imposed by or conditions set forth in the applicable offering and organizational documents of each Client and (v) such other criteria as Dragoneer deems relevant in its sole discretion. Each Client may from time to time invest with or independently of any other Client, including with respect to follow-on transactions, which Dragoneer may determine to allocate entirely to a Co-Investment Vehicle. Dragoneer may allocate participation in a manner different from the expectation described above at any time, as it determines to be fair and equitable to the Clients over time. The application of the factors set forth above will typically result in allocation on a non-pro rata basis that may also vary over time, and there can be no assurance that a Client will participate in all investment opportunities that fall within its investment objective. Unless otherwise set forth in the relevant Client’s Governing Documents, Dragoneer shall not be obligated to offer any opportunities to any Client. Dragoneer will determine whether a particular investment opportunity is within the investment strategy of a Client and will make investment decisions (including decisions on when to purchase or dispose of investments) in its discretion, taking into account such factors as Dragoneer deems relevant under the circumstances. In addition, Dragoneer, a Fund’s general partner, its other Clients and/or their respective members, affiliates and employees may have pre-existing investments in opportunities in which a Client may invest. Dragoneer may make decisions (including decisions on when and at what price to purchase or dispose of investments) for such accounts that may be different from those decisions made by Dragoneer on behalf of another Client. Unless otherwise explicitly specified in the applicable Governing Documents, Dragoneer may make all decisions, including all investment decisions (purchase or sale), for any one Client (or any series or class of a Client) in its complete discretion and completely independently of all other Clients (or series or class of a Client), any other vehicle that Dragoneer or its affiliates manage or control (including, without limitation, any Co-Investment Vehicle (as defined below)), and their respective members, affiliates and employees. As a result, and by way of example only, Dragoneer may simultaneously be seeking to purchase (or sell) investments for a Client (or a series of a Client) and to sell (or purchase or hold) such investments for other funds or accounts to which Dragoneer provides investment advice. Co-investments From time to time, Dragoneer may form capital around a particular investment strategy or theme, or establish, on a transaction-by-transaction basis, investment vehicles, separately managed accounts or other accounts or arrangements through which certain persons generally invest alongside or with one or more Clients (each, a “Co-Investment Vehicle”). We have the option to offer one or more Clients, Co-Investment Vehicles, Dragoneer personnel or third parties the opportunity to invest alongside a Client. This situation frequently arises when the amount of capital necessary to complete a transaction exceeds the amount we determine is appropriate for the relevant Client, after taking into account additional capital to be contributed by other Clients and any co-underwriters and co-sponsors (including other third-party managed pooled investment vehicles in which we or our personnel may hold an interest), as well as other parties or consultants that assisted in sourcing or completing the transaction or provide or have provided other strategic value to Dragoneer or its affiliates over time. Depending on a Client’s Governing Documents, we may also have the option to systematically offer co-investment opportunities (allowing, for instance, an investor to co-invest in an aggregate fixed dollar amount over the life of a Fund or in each Fund investment of a certain size or that has certain other characteristics). Subject to any explicit restrictions contained in the Governing Documents of the relevant Client or any side-letter or other terms negotiated with respect to such Client, we have complete discretion to determine to whom we will offer and award co-investment opportunities. In particular,  we may give some or all of any co-investment opportunity to one or more Co-Investment Vehicles or any of our personnel, consultants, advisors, strategic partners or other third parties;  we have complete discretion on whether to offer to any investors in any Client any co- investment opportunities, and investing in a Client does not give an investor any rights, entitlements or priority to co-investment opportunities;  we are permitted to offer co-investment opportunities to some investors but not all of them; and  allocations of co-investment opportunities between investors often will not correspond to their pro rata interests in the relevant Client. While the criteria we use in making discretionary co-investment decisions vary from opportunity to opportunity, frequently the most important factors with respect to co-investors not affiliated with Dragoneer include:  certainty of funding—that is, whether the potential co-investor has the financial resources to provide the requisite capital in a timely fashion;  certainty of execution—that is, the sophistication and experience of the potential co- investor and its ability to promptly respond to and complete a co-investment opportunity including an evaluation of whether the potential co-investment party has a complicated tax structure that would require particular structuring implementation or covenants that would not otherwise be required;  the size of the potential co-investor’s commitment to the Clients and the anticipated importance of the potential co-investor to future Dragoneer fundraising campaigns;  the ability of the potential co-investor to make a meaningful contribution to the transaction, such as in sourcing or completing the transaction or providing operational skills or insight; and  the overall strategic benefit to Dragoneer and its affiliates over time of offering a co- investment opportunity to the potential co- investor. Other criteria that will from time to time be relevant include:  the expertise of the potential co-investor with respect to the geographic location or business activities or industry of the prospective target company or investment;  the ability of a potential co-investment party to aid in operating or monitoring a portfolio company or the possession of certain expertise by a potential co-investment party and the potential co-investment party’s relationship with the management team of the potential portfolio company and whether the potential co-investment party has any existing positions in the portfolio company;  the investment objectives and existing portfolio of the potential co-investor;  the legal or regulatory constraints to which the proposed investment is expected to give rise;  the reporting, public relations, competitive, confidentiality or other issues that may also arise as a result of the co-investment; and  any other facts or circumstances that we deem appropriate or relevant. We expect that these factors will lead us to favor some investors in Clients and other potential co-investors over others with respect to the frequency with which we offer them co- investment opportunities. We are not required to, and do not, consider all of the factors described above in any particular investment and some factors may be more or less important depending upon the nature of the particular investment and attendant circumstances. Our exercise of our discretion in allocating investment opportunities among potential co-investors and in the manner discussed above often will not result in proportional allocations among such co-investors, and such allocations will likely be more or less advantageous to some relative to others. For example, Dragoneer will in certain circumstances be incentivized to offer a co-investment opportunity to certain persons over others based on its economic or other arrangements with such persons. In addition, co-investments will not necessarily be made on the same terms as the relevant Client’s investment. For example, co-investors will in certain circumstances purchase their interests in a portfolio investment at the same time as the relevant Client(s) or purchase their interests from the applicable Client(s) after such Client(s) have consummated the full investment in the portfolio investment (also known as a post-closing sell down or transfer). Co-investors sometimes will not pay the same or any advisory fees or carried interest in connection with the co-investment. Moreover, investors in Clients and other third parties approached as potential co-investors generally do not bear any transaction costs of investments that are not consummated and are not subject generally to the same risks to which the relevant Client(s) are throughout the investment process. In the event that we determine to offer an investment opportunity to co-investors, there can be no assurance that we will be successful in offering a co-investment opportunity to a potential co-investor, in whole or in part, that the closing of such co-investment will be consummated in a timely manner, that the co-investment will take place on the terms and conditions that will be preferable for a Client or that expenses incurred by a Client with respect to the offering of the co- investment will not be substantial. Further, it is possible that a potential co-investment party may experience financial, legal or regulatory difficulties and may from time to time have economic, tax, regulatory, contractual or other business interests or goals that are inconsistent with those of a Client and as a result, may take a different view from Dragoneer as to appropriate strategy for an investment or may be in a position to take a contrary action to a Client’s interests. In the event that we are not successful in finding co-investors for a particular opportunity, a Client will consequently have greater exposure to the related investment opportunity than was intended, which could make the Client more susceptible to fluctuations in value resulting from adverse economic or business conditions. Moreover, an investment by a Client that is not offered to co-investors as anticipated could significantly reduce the Fund’s overall investment returns. Dragoneer or its affiliates may establish dedicated Co-Investment Vehicles for specific investors in order to facilitate investments by the relevant investors as co-investment parties alongside a Client. Any such vehicle will be established at Dragoneer’s or its affiliates’ sole discretion and Dragoneer and its affiliates have no obligation to offer a similar opportunity to any other investor. Investors in a Co-Investment Vehicle typically bear all expenses related to the vehicle’s formation and operation, and the vehicle generally bears its pro rata portion of expenses incurred in the making of an investment. However, if the potential investment is not consummated, the full amount of any expenses relating to the potential but not consummated investment and the formation and related costs of the Co-Investment Vehicle to which investors have not yet been admitted will typically be borne entirely by the Clients we select in our discretion as proposed investors for such investment, rather than the Co-Investment Vehicle or other co-investors. With respect to Co-Investment Vehicles, any fees or reimbursements to be received by Dragoneer are generally negotiated on a vehicle-by-vehicle basis. Conflicting Investment Interests A Client may co-invest with another Client or invest in a portfolio company in which another Client has previously made or subsequently will make an investment, in either the same security or a different security within a portfolio company’s capital structure. Questions arise as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring raises conflicts of interest, particularly in Clients that have invested in different securities within the same portfolio company, as described further below. The terms of the relevant Client’s investment, including the types of securities purchased and their position within a portfolio company’s capital structure, may be different from the terms of the other Clients’ investments. Investments by a Client in portfolio companies in which one or more other Clients have a pre-existing interest may be acquired at higher or lower prices than those at which such Client(s) invested, or the relevant Client may acquire securities that differ significantly from the securities of such portfolio company held by another Client, including with respect to seniority, dividends, voting rights and participation in liquidation proceeds. The different prices paid for, or terms of, securities held by the relevant Client, on the one hand, and another Client, on the other hand, may create conflicts of interest. In addition, certain of Dragoneer’s personnel may invest in companies that, at the time of such investment, are not within the size and scope of the relevant Client’s investment strategy, but that may in the future fall within the size and scope of the Client’s investment strategy. Such investments will create a conflict of interest if Dragoneer later determines that it is appropriate for a Client to invest in such companies.

The situation may arise where one Client holds an interest in one part of a company’s capital structure while another Client holds an interest in another. In the event that such investments are made by a Client, the interests of such Client will at times conflict with the interest of such other Client (particularly in the case of financial distress of such portfolio company), with such conflicting interests and/or investment objectives including the structuring of, or exercise of rights with respect to, investment transactions and the timeframe for and the method of exiting the investment. Decisions taken by one Client in these circumstances to further its interests may be adverse to the interests of other Dragoneer clients. For example, one Client could acquire a significant equity stake in a company whose debt securities are already held by another Client. As a creditor of the company, the Client holding debt could take actions, consistent with its obligations to maximize the return to its investors, that would be adverse to the interests of the Client holding more junior securities. The Client holding debt, for instance, could cause the acceleration of the portfolio company’s debt or exercise other rights it has that could precipitate a sharp decline in the value of the equity held by the other Client. The Client holding debt would be under no obligation to take any action or refrain from taking any action to prevent or mitigate any losses by the other Client. In addition, the involvement of such persons at both the equity and debt levels could inhibit strategic information exchanges among fellow creditors. In certain circumstances, Clients may be prohibited from exercising voting or other rights, and may be subject to claims by other creditors with respect to the subordination of their interest. In the event that one Client has a controlling or significantly influential position in a portfolio company, it will have the ability to elect some or all of the board of directors of such a portfolio company, thereby controlling the policies and operations, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt and entering into extraordinary transactions. In addition, a controlling Client is likely to have the ability to determine, or influence, the outcome of operational matters and to cause, or prevent, a change in control of such a company. Such management and operational decisions may, at times, be in direct conflict with other Clients that have invested in the same portfolio company that do not have the same level of control or influence over the portfolio company. The application of a Client’s Governing Documents and Dragoneer’s policies and procedures are expected to vary based on the particular facts and circumstances surrounding each investment by two or more Client’s in different classes of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, there may be a degree of variation and potential inconsistencies, in the manner in which potential or actual conflicts are addressed. Follow-on Investments Investments to finance follow-on acquisitions will at times present conflicts of interest, including determination of the equity component and other terms of the new financing as well as the allocation of the investment opportunities in the case of follow-on acquisitions by one Client in a portfolio company in which another Client has previously invested. Furthermore, given that Dragoneer’s Clients may make earlier-stage investments in portfolio companies, Dragoneer has the discretion to determine whether an investment by a Client in a portfolio company in which another Client has previously invested should be classified as a follow-on investment, including, for example, where a Client invests in a “future round” of securities of the relevant portfolio company. In addition, a Client may participate in releveraging and recapitalization transactions involving portfolio companies in which another Client has already invested or will invest. Conflicts of interest may arise, including determinations of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. Management of Multiple Clients and Conflicts Relating to Information Dragoneer receives and generates various kinds of portfolio company data and other information, including information related to financial, industry, market, business operations, trends, budgets, customers, suppliers, competitors and other metrics. This information may, in certain instances, include material non-public information received or generated in connection with efforts on behalf of one Client’s investment (or prospective investment) in a portfolio company. As a result, Dragoneer is better able to anticipate macroeconomic and other trends, and otherwise develop investment strategies. Dragoneer enters into information sharing and confidentiality arrangements with portfolio companies and other sources of information that may limit the internal distribution and use of such data. Dragoneer has already and is likely in the future to use this information in a manner that may provide a material benefit to Dragoneer, its affiliates, or to certain other Clients without compensating or otherwise benefitting the Client or Clients from which such information was obtained. In addition, Dragoneer may have an incentive to pursue investments in portfolio companies based on the data and information expected to be received or generated. Dragoneer has in the past and is likely in the future to utilize such information to benefit Dragoneer, its affiliates or certain Clients in a manner that may otherwise present a conflict of interest but does not intend to specifically disclose such conflicts to the relevant Clients. Fee Structure As discussed above in Item 6, the general partners of many Clients are entitled to carried interest, incentive allocation or performance allocation under the terms of the Governing Documents of such Clients. Such general partners are affiliates of Dragoneer. This entitlement creates an incentive for Dragoneer to cause a Client to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation. Over the term of such Client, the incentive described in the preceding sentence may potentially be mitigated by clawback obligations applicable to the relevant general partner under the terms of the Governing Documents of such Client. This clawback obligation may also create an incentive for the general partner to defer disposition of one or more investments or delay the liquidation of a Client if the disposition and/or liquidation would result in a realized loss to the Client or would otherwise result in a clawback situation for the relevant general partner. Dragoneer has broad discretion regarding the allocation of investment opportunities between Clients. Because the relevant general partner’s carried interest, incentive allocation or performance allocation, as applicable, could vary with respect to the Clients, Dragoneer could be incentivized to allocate opportunities among Clients in a manner that would maximize the carried interest, incentive allocation or performance allocation, as applicable, distributed to (or expected to be retained by) the relevant general partner.

Pursuant to the Governing Documents, the general partner of a Fund may elect to receive its carried interest in the form of an in-kind distribution of securities of a portfolio company, including for purposes of permitting one or more general partner personnel to donate such securities to charity (which may include private foundations, fund or other charities so chosen by such personnel). Any tax efficiencies to such general partner personnel associated with this form of charitable giving may have the effect of reinforcing or enhancing the general partner’s incentives otherwise resulting from the existence of its carried interest and therefore, the general partner may have a conflict of interest in making decisions on behalf of the Clients (including, for instance, the timing of disposition of investments).

Indebtedness and Guarantees Many Clients are authorized to borrow funds directly or indirectly from time to time (i.e., to pay expenses), including without limitation, management fees of the Client (if applicable), to provide interim financings to the extent necessary to consummate the purchase of investments prior to the Client’s receipt of capital contributions from its investors or otherwise to facilitate an investment or to make cash available for distributions or other permitted uses by the Client and to provide guarantees of or other credit support for the obligations of third parties, subject to certain limitations under the Governing Documents of such Clients. As security for such borrowing, guarantees or other credit support, a Client may grant liens on any of such Client’s assets to a lender or other counterparty. Each of the Client and the general partner of such Client, as applicable, will have the right to pledge, assign or create any other security interest in or over all or a portion of uncalled commitments, the right of the general partner to deliver notices to investors demanding capital contributions, the proceeds of such capital contributions and any account into which such capital contributions are paid. While such use of borrowed funds increases returns if a Client earns a greater return on the investments purchased with borrowed funds than it pays for such funds, the use of leverage decreases returns if the Client fails to earn as much on such incremental investments as it pays for such funds. In addition, to the extent that a Client’s IRR with respect to a specific investment is calculated based on the date that capital is called from the investors rather than the date that the investment is made, the Client’s use of borrowed funds to delay the date on which capital is called may make net IRR calculations higher than such calculations otherwise would be without fund- level borrowing. The Client’s general partner may therefore have a conflict of interest in deciding whether to borrow funds because such general partner may receive disproportionate benefits from such borrowings (including with respect to marketing the Client or other Clients). Failure to satisfy the terms of debt incurred by the Client can have negative consequences. For example, if such debt is secured by the right of the Client’s general partner to deliver notices to investors demanding capital contributions, the relevant lender, or an agent thereof, may call capital directly from the investors to the extent necessary to repay such borrowings in full. In addition, the Client might need to liquidate one or more of its investments at a time when it might not otherwise choose to do so, in order to satisfy the Client’s obligations under such indebtedness. In addition, the Client may engage in certain derivative transactions which implicitly contain leverage and subject the Client to similar and additional risks to those discussed above. In addition, a Client may, from time to time, lend certain amounts to Dragoneer and its affiliates with respect to its pro rata share of an investment in those circumstances in which such Client is borrowing with respect to the investment on a short-term basis. Diverse Investor Group The investors in a Client often have conflicting investment, tax and other interests with respect to their investments in the Client. The conflicting interests of individual investors generally relate to or arise from, among other things, the nature of investments made by the Client, the structuring or the acquisition of investments and the timing of disposition of investments. As a result, conflicts of interest may arise in connection with the decisions made by the relevant general partner, including with respect to the nature or restructuring of investments that may be more beneficial for one investor (or such Client’s general partner) than for another investor (or such Client’s general partner), especially with respect to investors’ individual tax situations. The Client’s general partner will make such decisions in its sole discretion, and there is no assurance that the outcome, particularly with respect to tax, will be the most beneficial possible to any particular investor. Conflicts with Portfolio Companies Officers and employees of Dragoneer may serve as directors and officers of certain portfolio companies and, in that capacity, will be required to make decisions that they consider in the best interests of such portfolio companies and their respective shareholders. In certain circumstances, for example in situations involving bankruptcy or near-insolvency of a portfolio company, actions that may be in the best interests of the portfolio company may not be in the best interests of a Client, and vice versa. Accordingly, in these situations, there will be conflicts of interest between such individual’s duties as an officer or employee of Dragoneer and such individual’s duties as a director or officer of such portfolio company. In addition, to the extent an officer or employee serves as a director on the board of more than one portfolio company, such officer or employee’s fiduciary duties among the two portfolio companies may create a conflict of interest. Conflicts Arising from Customized Terms Provided to Certain Investors Investors increasingly expect to make investments in private investment funds on customized terms. We accommodate these expectations by entering into written agreements, which we refer to as “side letters,” or establishing separate accounts, that provide such investors with customized terms. These customized terms may result in preferential treatment with respect to, among other things,  the fee structure, including reduced advisory fees and/or carried interest;  the capping of all or certain expenses at an agreed amount;  the offering of co-investment opportunities;  the ability to opt out of certain types of investments;  the reporting obligations of the applicable Fund;  consent rights with respect to certain amendments to documents that govern their rights and obligations and those of the applicable Fund;  the right to transfer interests in the applicable Fund;  the right to withdraw from the applicable Fund or certain investments in the event of adverse tax or regulatory events;  the right to appoint a representative to the advisory committee or board of directors of the relevant Fund, if applicable;  additional confidentiality protections;  the right to disclose certain information to underlying investors or to the public;  structuring rights with respect to certain types of investments;  modification of indemnification; or  any other terms, whether economic, procedural or otherwise. We consider many factors in deciding whether to accord investors in Funds customized terms via a side letter and are more likely to grant preferential treatment to the following types of investors:  investors that have made or have proposed to make relatively large commitments to the Fund or that are anticipated to be important to future Dragoneer fundraising campaigns;  investors that are subject to specific legal, tax or regulatory requirements or policies applicable to them; and  other investors meeting any other criteria we consider reasonable in our discretion. We have no obligation to offer any such additional rights, terms or conditions to any other investor in such Fund, except to the extent required by the Governing Documents of the applicable Fund or the terms of individual side letters. Many of the Funds have established an advisory committee, consisting of representatives of investors. A conflict of interest may exist when some, but not all limited partners are permitted to designate a member to the advisory committee. The advisory committee may also have the ability to approve certain material conflicts of interests with respect to Dragoneer and the applicable Fund, which could be disadvantageous to the investors, including those investors who do not designate a member to the advisory committee. In general, the limited partners will not be entitled to review the actions or deliberations of the advisory committee. In addition, advisory committee members have no fiduciary obligations to the Funds or their partners other than to act in good faith and, therefore, advisory committee members may take into consideration their own interests in a particular matter and are not required to take into consideration the interests of the Funds or any of the other partners. The members of the advisory committees may themselves be subject to various conflicts of interest (including as investors in other Clients or due to their relationships with Dragoneer or its personnel). please register to get more info

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 believes will provide best execution for the Client’s transactions under the relevant circumstances. As “best execution” involves both qualitative and quantitative factors, it is frequently not synonymous with 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. In seeking to achieve best execution, Dragoneer considers the range and quality of services a broker may provide, including (among other things), 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). 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 may generate “soft dollars” with regard to trades made on behalf of Clients. “Soft dollars” refers to Dragoneer’s receipt of research or other products or services other than execution from brokers. 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.

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 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.

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. please register to get more info

Dragoneer generally monitors and reviews the Funds and Managed Accounts on an ongoing 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. please register to get more info

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. please register to get more info

Item 15 is not applicable to Dragoneer. please register to get more info

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 IMA 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. please register to get more info

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. As a long-term orientated investor, in most cases, Dragoneer’s policy is to vote proxies in accordance with the recommendations of management of the issuer. If there is an actual or apparent 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 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 415-539- 3105. please register to get more info

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
Item 19 is not applicable to Dragoneer. please register to get more info