ANGELO GORDON & CO., L.P.

For purposes of this brochure, “we,” “us” and “our” refer to TPG Angelo Gordon, together (where the context permits) with our related persons that are relying advisers and provide investment advisory services to Clients (as defined below) and our related persons that serve as general partners of the Clients. Advisory Clients. We offer investors the opportunity to participate in our investment strategies primarily through investment in limited partnerships and other collective or pooled investment vehicles (“Funds”), separately managed accounts on a fully discretionary basis (“SMAs”), funds of one (collectively with Funds and SMAs, “Client Funds”), collateralized loan obligation vehicles (“CLOs”), and a publicly traded REIT (the publicly traded REIT, together, with CLOs and Client Funds, “Clients”). Some Client Funds are sponsored and administered by us, while others are administered by third parties. Our SMAs are generally institutional clients and our Client Funds are generally exempt from the definition of investment company under Section 3(c)(7) of the Investment Company Act of 1940. Requirements for opening or maintaining accounts with us differ based on the applicable strategy and other factors in our discretion. Accordingly, we reserve the right to adjust account size minimum with respect to any Client as deemed appropriate in light of the overall facts and circumstances. Organization. TPG Angelo Gordon was formed as a Delaware limited partnership in 1988, and, as of November 1, 2023, was acquired by a private investment firm originally founded in 1992, which we refer to, together with its related persons, including us, as “TPG.” In addition, TPG Angelo Gordon is an indirect subsidiary of TPG Inc. (the “Public Company”), whose Class A common stock is listed on Nasdaq under the symbol “TPG.” The Public Company qualifies as a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Each share of the Public Company’s Class A common stock generally entitles its holder to one vote and each share of Class B common stock entitles its holder to ten votes. TPG GP A, LLC exercises voting power over all of the Public Company’s outstanding shares of Class B common stock and therefore holds a majority of the Public Company’s outstanding voting power. Additional information about the Public Company is available in its current public filings with the SEC. Unless specifically stated otherwise, references in this brochure to “we,” “us” and “our” do not include the Public Company. The term “investors” as used herein does not reference stockholders of the Public Company. Nature of Advisory Services. As an investment adviser, we identify investment opportunities and participate in the acquisition, management, monitoring and disposition of investments in the credit and real estate space. We specialize in global alternative (non-traditional) investments with an absolute return orientation. We manage capital across our Credit and Real Estate strategies. Specifically, our Credit Strategy includes: (i) TPG Credit Solutions; (ii) TPG Asset Based Finance; (iii) TPG CLOs; (v) TPG MultiAsset Credit; and (v) TPG Direct Lending. Our Real Estate Strategy includes: (i) TPG AG U.S. Real Estate; (ii) TPG Asia Real Estate; (iii) TPG AG Europe Real Estate and (iv) TPG Net Lease.

Advisory Services and Related Agreements. We generally provide investment advisory services to each Client pursuant to a separate investment advisory agreement, each of which we refer to as an “Advisory Services Agreement.” Each Client’s Advisory Services Agreement sets forth the terms of the investment advisory services we provide to the Client, including any specific investment guidelines or restrictions. Investment guidelines for each Client, if any, are generally established in its organizational or offering documents, including the Advisory Services Agreement, and/or side letter agreements negotiated with its investors. With respect to Clients that are pooled investment vehicles, we provide investment advice directly to the Clients, and not individually to the investors in the Clients. We generally permit SMA clients to place restrictions on their accounts with respect to: (1) the specific type of investments or asset classes that we will or will not purchase; (2) the nature of the issuers of investments that we will or will not purchase (e.g., specific industries or sectors); (3) the risk profile of instruments we will or will not purchase; and (4) the risk profile of the SMA as a whole. Otherwise, as in the case where we serve as the investment adviser to a Client Fund, investment objectives, guidelines, and any investment restrictions are described in the relevant offering documents and generally are not tailored to the needs of specific investors in the vehicle, unless the vehicle is structured as a single investor fund of one. As described more fully in Item 11 below, we and our Related Advisers (as defined below) routinely enter into side letter agreements with certain investors in Clients providing such investors with customized terms. Amount of Client Assets. As of December 31, 2025, we managed on a discretionary basis a total of approximately $115,940,095,077 of client assets.

Fees Generally. We establish and negotiate with the applicable Client the precise amount of, and the manner and calculation of, fees and compensation. Client Advisory Services Agreements, organizational documents, offering documents and/or other documentation, which we refer to collectively as, together with any applicable side letters, the “Governing Documents,” set forth the precise amount of, and the manner and calculation of, the fees and compensation. Compensation we earn from Clients generally is comprised of negotiated fees calculated on (i) a percentage of (a) net asset value or (b) invested net assets, (ii) capital commitments to the Client or (iii) capital contributions to the Client net of distributions and total permanent impairments in value of investments held by the Client (“Management Fee”) and performance-based amounts (“Performance Compensation”). Management Fees are generally charged at annual rates and payable monthly or quarterly after the close of the calendar month or quarter during which we performed the services to which the fees relate. However, payment of Management Fees quarterly in advance is required of certain Clients. If Management Fees are paid in advance, in the event the account is terminated, the Management Fees generally will be prorated to the date of termination and any unearned fees will be refunded. For Management Fees payable in advance, the amount of such fees is generally adjusted to take into account intra-quarter changes in the base on which such fees are calculated. Management Fees and Performance Compensation for Client Funds are determined by the general partner or board of directors or the investment manager, as applicable, and as set forth in the Client Funds’ Governing Documents or relevant agreements. Management Fees and Performance Compensation, as applicable, are deducted from the accounts of Clients

unless, with respect to SMAs, other arrangements have been agreed upon between us and the investors in those SMAs. Performance Compensation can be (i) a percentage on a mark-to-market basis over an annual or other period, in some cases over a priority return or hurdle amount or (ii) on a distribution basis, subject to a priority return or hurdle, and generally subject to a catch-up. Where part of the investment mandate, we invest cash balances of Clients in temporary short-term investments, including in some instances money market funds or similar investments which charge a separate management fee payable to the money market fund’s adviser. The adviser’s fees associated with such money market fund investments are in addition to the fees charged by us. Such money market advisers may be affiliated with our service providers or Clients. Management Fees and Performance Compensation can vary from the description set forth herein. In any such case, the applicable Management Fees and Performance Compensation will be as disclosed in Clients’ Governing Documents. If a Client Fund is sponsored by others, fees will be negotiated with the sponsor. Likewise, the sponsor selects the service providers of such Client Funds and negotiates fees paid to such service providers. Our and our affiliates’ employees and former employees maintain (directly or indirectly) investments in Client Funds. Generally, Management Fees and Performance Compensation are waived in whole or in part for such employees and former employees. In addition, when our affiliate acts as the general partner of a Client Fund, Management Fees and Performance Compensation generally are not charged on the general partner’s capital commitment. Portfolio fees (as described below) allocated to a portfolio investment at the time of investment are generally capitalized into the amount of invested capital. Invested capital generally includes the value of other capitalized fees, expenses and costs, including those payable or reimbursable to us or our affiliates. Accordingly, to the extent that Management Fees for a Client are calculated based on invested capital (or any similar standard set forth in a Client’s Governing Documents), this would increase the amount of Management Fees paid to us. Such amounts are in addition to portfolio fees paid to us and/or our affiliates. We are incentivized to have such amounts be capitalized into the cost of a transaction, not only to avoid having portfolio investments pay such amounts out of available operating cash, but also to increase the base on which future Management Fees will be calculated. To the extent that a Client’s Management Fee is at any time based on invested capital (or any similar standard set forth in a Client’s Governing Documents), the Management Fee base may be subject to reduction for certain events to the extent set forth in such Client’s Governing Documents. Such reductions may relate to investments that have been permanently written off (or another particular impairment standard set forth in the applicable Client’s Governing Documents) or that have been disposed of (or otherwise have reached any similar standard set forth in the applicable Client’s Governing Documents). Unless explicitly provided in a Client’s Governing Documents, there will generally be no reduction or refund of Management Fees following any partial realization, repayment, dividend, distribution (including those arising from dividend recapitalizations), reorganization, restructuring, roll-over investment or similar transactions or any decrease in value (whether temporary or permanent). As a result, unless explicitly provided in a

Client’s Governing Documents, the Management Fees generally will not track changes in the fair value of any individual investment or of a Client. Please see Item 6 for more information on Performance Compensation. Service Fees. In certain instances, the general partners to some of our Clients have appointed service companies which are our subsidiaries, affiliates or related persons or in which we or our affiliates hold a controlling or non-controlling interest (the “Affiliated Service Providers”), to act as service providers to specific portfolios of assets owned by those Clients. See “Conflicts Related to Certain Service Provider Relationships” and “Future Affiliated Service Providers” in Item 11 for a further description of such Affiliated Service Providers and related conflicts. Accordingly, we expect an Affiliated Service Provider to provide certain loan acquisition, due diligence, management of servicing transfer, management of collateral inventory and custodial relationships, asset management, loan servicing, oversight of third-party service providers, preparation of cash management reporting, loan syndication, loan origination, collateral agent, administrative agent and/or other similar services with respect to a Client, and our Affiliated Service Provider manages portfolios of residential mortgage loans and real estate owned properties (collectively, “Affiliate Services”). The Affiliated Service Providers charge fees (“Service Fees”) for Affiliate Services to these Clients, which may vary from Client to Client in our discretion. There can be no assurance that the rates charged for such services would be the same or lower than those that would have been charged by a third-party service provider. In such cases, we indirectly receive such Service Fees, via Affiliated Service Providers, in addition to Management Fees and Performance Compensation. Subject to a Client’s Governing Documents, such Service Fees will be retained by the Affiliated Service Provider and do not offset Management Fees or Performance Compensation. Fund Expenses. In addition to Management Fees and Performance Compensation, Clients generally are responsible for the costs and expenses set forth in the Clients’ Governing Documents. Such costs and expenses often include, among others, all fees, costs and expenses relating to Clients’ (and its alternative investment vehicles (“AIVs”), special purpose vehicles, feeders and subsidiaries, to the extent determined by us in good faith) activities, meetings, organization and operations, including, without limitation, the following:

incurred in connection with identifying, discovering, investigating, pursuing, negotiating, structuring, researching, discovering, negotiating, consummating, maintaining, developing, evaluating, operating, holding, managing, monitoring, financing or refinancing, disposing of investments and co-investments and potential investments (whether or not the investment is consummated) and making investments, including, but not limited to: O

all fees, costs and expenses necessary to register or qualify a Client under any applicable U.S. federal or state or non-U.S. laws, or to maintain such registrations or qualifications, or to obtain or maintain exemptions under such laws;

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all fees, costs and expenses associated with redemptions and admissions of investors on an ongoing basis and the offering of interests (including expenses associated with

updating or otherwise amending the disclosure documents, the Governing Documents and other organizational and offering materials, legal and accounting fees, printing costs, travel and out-of-pocket expenses in each case related thereto) (in each case, other than organizational expenses)); O

startup costs relating to potential platform companies that a Client ultimately does not pursue;

O

all taxes, fees, expenses or governmental charges (including any interest, penalties or additions thereto), litigation expenses, custody fees, brokerage commissions and expenses, loan administration expenses, loan accounting expenses, expenses related to short sales, clearing and settlement charges and other transaction costs, initial and variation margin, broken deal expenses (including, in connection with potential but not consummated investments and co-investments, broken deal expenses that are not borne by co-investors (including affiliated co-investors)), all real estate expenses, appraisal costs and brokerage expenses, mortgage brokerage commissions, environmental engineering investigations, property condition investigations and reports, fees of pricing and valuation services, asset services, spreads and other fees, development fees, commissions, investment banking fees, bank charges, placement, syndication and solicitation fees, arranger fees, sales commissions, investment, execution, closing and administrative fees, costs and expenses, transfer or recording fees, registration fees, financing fees, interest, commitment fees, upfront fees, repayment of credit facility obligations, legal fees, hedging fees, structuring fees and underwriting fees and other costs and expenses in connection with any credit facility (including, by any special purpose vehicle, as well as any costs and expenses in connection with any other subscription facilities) and any asset-based facilities (including by any special purpose vehicles), custody fees, interest expenses, financing charges, clearing and settlement charges and other transaction costs leasing and servicing fees and expenses, lender licensing fees and expenses, property management fees and expenses related to thirdparty service providers, advertising and branding expenses, advisory fees, lawyers’ and legal professionals’, advisors’ (including Senior Advisors’ (as defined below)), auditors’, finders’, anti-money laundering officers’, joint venture partners’, accountants’, agents’, appraisers’, consultants’, experts’, administrators’, custodians’, depositaries’, economists’, sourcing persons’, brokers’, loan servicers’, local paying agents’, recruiters’ (including in connection with industry research, recruiting portfolio investment management and recruiting Senior Advisors), Swiss representatives’, Swiss ombudsmen’s, lenders’, expert networks’, distributors’, alternative investment fund managers’, intermediaries’, valuation firms’, tax professionals’, solicitors’ and other professional or third-party fees and costs (including fees, expenses or performancebased compensation, costs and disbursements (including travel, rent or lodging, meals, transportation, entertainment and other similar costs and expenses) and in each case, regardless of whether TPG employees have provided similar services to a Client or Related Fund (as defined below)) and any other costs, expenses, charges or fees incurred or payable in connection with the operations of Clients and relating to investments or potential investments (whether or not completed) and the location, identification, structuring, re-structuring, background research, discovery, evaluation, negotiation, acquisition, consummating, maintaining, developing, holding, operating,

managing, monitoring, insuring, servicing, sale or proposed sale, disposal of, financing or refinancing of Client investments (and potential Client investments and coinvestments, whether or not consummated) (including any loan servicer fees, fees and expenses relating to product rating services, or performance-based fees or profit participations and any costs relating to the advance or administration of any loan being advanced by any lender), as well as fees, costs and expenses associated with the organization, operation, administration, restructuring or dissolution, winding-up, termination and liquidation of a Client, any subsidiaries, any special purpose vehicles or any AIVs; and O

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We manage capital across our Credit and Real Estate strategies, all of which employ a disciplined investment philosophy that combines fundamental in-depth research with a diversification strategy designed to reduce downside risk. The research team is the cornerstone of all investment activities. Each strategy is managed by a seasoned leadership team of senior professionals with extensive experience in the relevant strategy and underlying product(s). We recognize the importance of considering material sustainability factors in our investment process and have adopted sustainability guidelines that are applied across our investment strategies, as applicable. Our investment teams consider financially material sustainability information and risk factors in their investment process alongside other investment considerations, to the extent relevant. We refer to this as sustainability integration. Our investment professionals consider certain sustainability characteristics with the goal of maximizing risk-adjusted returns in accordance with our fiduciary duty, and the assessment of material sustainability factors and the outcomes of that analysis remains at their sole discretion. Y Analytics, a public benefit organization currently affiliated with TPG, also provides sustainability-related services to our Clients and the Related Funds, including, but not limited to, diligence, screening, monitoring, and/or portfolio-level engagement. We may utilize the services of Y Analytics in our discretion. While we view sustainability considerations as having the potential to contribute to a portfolio’s performance, there is no guarantee that such results will be achieved. Additionally, the presence of one or more sustainability-related risks will not necessarily preclude us from making an investment. Certain Clients may contractually mandate an enhanced approach to integrating sustainability risks in the investment decision making process. Compliance with such mandates may require certain additional obligations and associated costs, which will be borne by Clients and could impact returns to investors. Material Risks The investment strategies described above, and other strategies that Clients pursue, involve a substantial degree of risk, and Clients may lose all or a substantial portion of the value of their investments. Investors should refer to the applicable Client’s Governing Documents where the

material risks relating to the investment strategies and methods of analysis described above are described in more detail. In addition, our representatives are available to discuss with potential investors the risks involved in the strategies a Client pursues. Such material risks include those set forth below. While the following discusses the risks as they relate to “Clients,” Co-Investment Vehicles will be subject to some or all of the following risks, depending on the risks associated with the applicable transaction or investment strategy. To the extent certain Co-Investment Vehicles pursue investments or strategies that are not pursued by Clients, such Co-Investment Vehicles will likely be subject to additional risks, as described in their respective offering documents. General Risks as Applicable to Funds

Unspecified Investments and Lack of Investor Control. A Client may consist of newly formed entities with little or no operating history upon which prospective investors can evaluate anticipated performance, and the past performance of investments managed by us cannot be relied upon as an indication of the future results of an investment in a Client. In addition, investors will not make decisions with respect to the management, disposition or other realization of any investments, or other decisions regarding a Client’s business and affairs.

Impact of ERISA Investors. An investment in Clients is generally open to institutions including pension plans and other entities subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Code, although Clients intend to conduct their operations so that they will not be deemed to hold “plan assets” subject to ERISA and/or Section 4975 of the Code. A Client will require certain representations or assurances from investors to determine compliance with an exception to holding “plan assets” under ERISA.

ERISA Considerations. We may operate a Client so as to qualify as a “venture capital operating company” (“VCOC”). If we determine to operate a Client so as to qualify as a VCOC, such Client may be restricted or precluded from making certain investments. In addition, it could be necessary for us to liquidate investments at a disadvantageous time in order to avoid holding ERISA “plan assets,” resulting in lower proceeds to a Client than might have been the case without the need to qualify as a VCOC.

No Right to Withdraw; Illiquidity of Client Interests. Except for certain perpetual life Clients, investors will generally not have the right to withdraw from a Client at any time prior to the dissolution and termination of the Client. Accordingly, each prospective investor must consider its investment to be illiquid and must be aware that it will be required to bear the financial risks of owning an interest in a Client for an indefinite period of time.

No Assurance of Profit, Cash Distributions, Appreciation or Rate of Return. An investment in Clients involves a high and speculative degree of business and financial risk that could result in a loss of all or a part of the invested capital. There can be no assurance that a Client’s investment strategy will produce favorable returns, due to the risks and

uncertainties noted herein, among others. Investors must be prepared to bear capital losses that might result from an investment in a Client, including a complete loss of the investor’s invested capital.

Concentrated Positions. To the extent we concentrate Clients’ investments in a particular issuer, strategy, or product, sector, asset class, etc., portfolios may become more susceptible to fluctuations in value or loss resulting from adverse economic or business conditions than a more diversified mix of investments or holdings.

Potential Lack of Diversification. While diversification is generally a Client objective, there is no assurance as to the degree of diversification that we will actually achieve.

Availability of Suitable Investment Opportunities. The success of the Clients’ investment strategies is uncertain. There can be no assurance that we will be able to locate and complete suitable investments that satisfy a Client’s objectives and that we believe will provide performance commensurate with a Client’s targets.

Competition for Investments. Other investment funds and other institutions currently in existence or organized in the future may have a strategy similar to that of Clients or may otherwise adopt Clients’ strategies wholly or in part and, in each case, compete with Clients. Certain of these funds and institutions possess competitive advantages over Clients.

Investments Longer Than Term. A Client could make investments which will not be advantageously realized prior to the date that a Client is wound up or dissolved, either by expiration of a Client’s term or otherwise. Although a Client’s general partner may expect that investments will be realized prior to the commencement of winding up or dissolution or be suitable for in-kind distribution at winding up or dissolution, and such general partner has a limited ability to extend the term of the Client, such Client could have to sell, distribute or otherwise realize investments at a disadvantageous time as a result of winding up or dissolution.

Contingent Liabilities and Liabilities Upon Disposition of an Investment. From time to time, a Client may incur contingent liabilities in connection with an investment, which will be borne by the Client. There can be no assurance that a Client will adequately reserve for its contingent liabilities or that such liabilities will not have an adverse effect on such Client. A Client’s investors may be required to return amounts distributed to them to fund obligations, including indemnity obligations or other Client obligations arising out of any legal proceeding against a Client.

Reliance on Our Professionals. The success of a Client will depend in large part upon the skill and expertise of our professionals. However, investors should be aware that certain professionals have significant other responsibilities. We cannot assure that any individual professional will continue to be associated with a Client or that replacements will perform well and, in the event of the departure of any or all of such persons, investors will nevertheless be required to continue to fund certain capital contributions.

Reliance on the Management of Portfolio Investments. Although we intend to ensure that a Client’s portfolio investments have strong management teams and/or to assist in enhancing management teams, there can be no assurance that any portfolio investment’s management team will be able to operate successfully.

Sourcing of Investments. To the extent our sourcing channels do not present us with a sufficient volume of investment opportunities, or the opportunities presented are not suitable for investment by a Client, the Client’s performance will be adversely affected.

Non-U.S. Investments. Clients will likely make investments outside of the United States, including in certain developing non-U.S. markets. Investments in the securities of nonU.S. issuers may be restricted or controlled to varying degrees. These investments require consideration of risks typically not associated with investing in U.S. securities or property.

Currency Risk. Fluctuations in currency values could adversely affect the U.S. dollar value of portfolio investments, interest, dividends and other revenue streams received by Clients, gains and losses realized on the sale of portfolio investments and the amount of distributions, if any, to be made by Clients. Furthermore, the portfolio investments in which Clients invest could in many cases be subject to risks relating to changes in currency values.

Monetary Policy and Governmental Intervention. Actions by the U.S. Federal Reserve and other central bankers may have a significant effect on interest rates and on the U.S. and world economies generally, which in turn may affect the performance of Clients’ investments.

Political/Sovereign Risk. The right of certain of Clients’ portfolio investments to generate, deliver or sell certain goods or services may be granted by or derive from approval by governmental entities and are subject to special risks, including the risk that the relevant governmental entity will exercise sovereign rights and take actions contrary to the rights of Clients or the relevant portfolio investment or project under the relevant agreement. There can be no assurance that the relevant governmental entity will not legislate, impose regulations, or change applicable laws or act contrary to the law in a way that would materially and adversely affect the business of any portfolio investment.

Restrictions on Foreign Investment. Foreign investment in the securities of issuers operating in non-U.S. countries is restricted or controlled to varying degrees. These restrictions or controls could at times limit or preclude foreign investment in certain issuers and increase the costs and expenses of Clients.

Governmental Licenses. Portfolio investments in non-U.S. countries could be dependent upon the grant, renewal or continuance in force of appropriate contracts, licenses, permits and regulatory approvals and consents which might be valid only for a defined time period, might be subject to limitations and might provide for withdrawal in certain circumstances. There can be no assurance that such contracts, licenses, permits and regulatory approvals and consents would be granted, renewed or continue in force, or if so, on what terms.

Investments through Offshore Holding Companies. Clients could invest in portfolio investments operating in a non-U.S. country indirectly through holding companies organized outside of such target country. Government regulation in the target country could, however, restrict the ability of the portfolio investments to pay dividends or make other payments to a foreign holding company.

Tax and Regulatory Risk. Investment by private equity and other investment firms in certain countries has attracted, and may continue to attract, scrutiny by tax and other regulatory authorities in such countries. Although TPG will continue to use reputable legal and tax advisors in connection with the investment activities of Clients, there can be no assurance that such authorities will not audit, investigate or otherwise inquire as to Clients’ investment activities or that such authorities will not impose fines or penalties in connection therewith.

Cayman Islands Regulator Oversight. Certain AIVs may be required to register and be regulated as private funds under the Private Funds Act (As Revised) (the “Private Funds Act”) of the Cayman Islands. Once registered, the Cayman Islands Monetary Authority ( “CIMA”) will have supervisory and enforcement powers to ensure each AIV’s compliance with the Private Funds Act. CIMA may take certain actions if it is satisfied that a regulated private fund is or is likely to become unable to meet its obligations as they fall due.

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See “Item 4 – Advisory Business.”

Clients generally allocate a portion of their investment profits to their general partners, which are affiliated with us, as Performance Compensation, as set forth in each Client’s Governing Documents. Co-Investment Vehicles also, in some cases, allocate a portion of their investment profits to their general partners, which are affiliated with us, as Performance Compensation, as set forth in the Governing Document for each Co-Investment Vehicle. There is a reduced allocation or no allocation of Performance Compensation with respect to certain investors in certain Clients, including, for example, a Client’s general partner, its affiliates and certain “friends of the firm.” The allocation of Performance Compensation at different rates, or subject to different hurdle rates, creates an incentive for us or our affiliates to disproportionately allocate time, services or functions to vehicles allocating Performance Compensation at a higher rate (or subject to a lower hurdle rate), or to allocate investment opportunities to such 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 under the circumstances, considering such factors as we deem relevant, but in our sole discretion. Since the amount of Performance Compensation allocable to a Client’s general partner depends on the Client’s performance, we have an incentive to approve and cause the Client to make more speculative investments than it would otherwise make in the absence of such performance-based allocation and to favor higher fee-paying accounts over other accounts in the allocation of

investment opportunities. We also have an incentive to dispose of a Client’s investments at a time and in a sequence that would generate the most Performance Compensation, even if it would not be in the Client’s interest to dispose of the investments in that manner. In addition, tax reform enacted in 2017 in the United States has generally increased to three years the holding period required in order for professionals to treat carried interest as capital gain and further changes have recently been under discussion in the U.S. Congress that could increase such required holding period. This creates an incentive for us to hold a Client’s investments for longer periods in order for the gain from their dispositions to qualify for capital gain treatment under the carried interest rules, even if it would be in the Client’s interest to hold the investments for shorter periods. See Item 11 for additional information relating to how we generally address conflicts of interest.

TPG Capital BD, LLC. Our related person TPG BD is a broker-dealer registered with the SEC and a member of FINRA. For a description of compensation TPG BD and other related persons receive and material conflicts of interest created by our relationships with TPG BD, please see Item 11 below. Other Investment Advisers. The following investment advisers are related persons of ours:

TPG Capital Advisors, LLC

TPG Global Advisors, LLC;

TPG RE Finance Trust Management, L.P.;

TPG Real Estate Advisors, LLC;

TPG Solutions Advisors, LLC;

AGTB Fund Manager, LLC; and

PCM Management Advisor, LLC,

along with their respective relying advisers. For a description of material conflicts of interest created by the relationship among us and our related advisers, as well as a description of how such conflicts are addressed, please see Item 11 below. General Partners of Clients. We or an affiliate acts as a general partner or managing member of Client Funds. Absent specific authority, we do not exercise any discretionary authority with respect to an investor’s decision to invest in such Client Funds. For a description of material conflicts of interest created by the relationship among us and the general partners, as well as a description of how such conflicts are addressed, please see Item 11 below. We provide investment advisory services in the United Kingdom through Angelo, Gordon Europe LLP (“AGE”) and Northwoods European CLO Management LLC (“Northwoods”), which are “relying advisers” of ours. AGE is our wholly owned subsidiary that provides investment management and advisory services in the United Kingdom and is authorized and regulated in the

United Kingdom by the Financial Conduct Authority (“FCA”). AGE is listed in Schedule R in Part 1A of our Form ADV as a “relying adviser.” Northwoods is a Delaware limited liability company and is our wholly owned subsidiary that provides investment advisory services to one or more collateralized loan obligation vehicle(s). This entity is listed in Schedule R in Part 1A of our Form ADV as a “relying adviser.” Angelo, Gordon International LLC (“AG-Japan”) is our wholly owned subsidiary and is licensed to act as an investment advisor solely to us. AG Japan is registered with the Japanese Financial Services Agency (the “FSA”) and the Kanto Local Finance Bureau (the “KLFB”), and is licensed to provide non-discretionary investment advice to us and for the offer and sale of private investment funds and separate accounts sponsored and managed by us. Angelo, Gordon Germany GmbH is our wholly owned subsidiary and participating affiliate of ours, and provides advice solely to us relating to potential investments in Europe and any other geographic region as we may determine. Angelo, Gordon Asia Co., Ltd., is our wholly owned subsidiary and participating affiliate of ours, and provides non-discretionary advice solely to us. Angelo, Gordon Netherlands B.V. is our wholly owned subsidiary and participating affiliate of ours, and provides advice solely to us relating to potential investments in Europe and any other geographic region as we may determine. AGTB Fund Manager, LLC (“AGTB”), is a Delaware limited liability company, and is our wholly owned subsidiary. AGTB was formed to advise one or more advisory clients, each of which will elect to be regulated as a business development company under the Investment Company Act of 1940. AGTB has one BDC client, TPG Twin Brook Capital Income Fund. We do not believe that our relationships with the above-referenced affiliates would negatively impact Clients when considering the services provided and the compensation paid versus available and potentially comparable providers. We encourage readers to carefully review the conflicts of interest described in “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” below.

Trading Code of Ethics We have adopted a comprehensive Code of Ethics that is applicable to, among others, all of our officers and employees, certain temporary personnel and certain of our affiliates and their officers and employees (collectively, “TPG AG Personnel”). The Code of Ethics, which is designed to comply with Rule 204A-1 under the Advisers Act, establishes guidelines for professional conduct and personal trading procedures, including certain pre-clearance and reporting obligations. Subject to any restrictions and/or terms set forth in our Code of Ethics, TPG AG Personnel and their families and households will from time to time purchase investments for their own accounts,

including the same or similar types of investments as may be purchased or sold by a Client. The Code of Ethics generally permits such transactions only if:

the transaction is “pre-cleared” by our Chief Compliance Officer or his/her designee; or

the transaction is exempt from pre-clearance under the Code of Ethics.

The investment policies, fee arrangements and other circumstances of these personal investments often vary from those of Clients. As our officers, principals and employees typically also make investments in or alongside Clients, they have conflicting interests with respect to these investments. Under the Code of Ethics, TPG AG Personnel also are required to file certain periodic reports with the Chief Compliance Officer or his/her designee as required by Rule 204A-1 under the Advisers Act. The records of any such trades by TPG AG Personnel will not be open to inspection by investors. Our management may from time to time implement additional internal policies or restrictions on trading by TPG AG Personnel and their family/household that are in addition to the requirements of our Code of Ethics. We reserve the right to refine and modify the Code of Ethics and other policies and procedures over time. We will provide a copy of the Code of Ethics to any Client or prospective client upon request. Participation or Interest in Client Transactions; Related Person Investments Please see “Conflicts of Interest” below for information regarding circumstances in which we or a related person:

recommends to Clients, or buys or sells for Clients’ accounts, securities in which we or a related person has a material financial interest;

invests in the same securities that we or a related person recommends to Clients;

recommends securities to Clients, or buys or sells securities for Client accounts, at or about the same time that we or a related person buys or sells the same securities for our own (or the related person’s own) account; and

encounters related conflicts of interest.

We, through affiliated entities, and our employees and their related parties make investments and capital commitments to Client Funds. The minimum amount of such investments in Client Funds is generally disclosed to investors in such Client Funds. Clients participate in trading and investment situations in which we have considered a commitment of our own capital (either directly or indirectly through a capital commitment to Clients). We conduct such activity through our affiliates. In determining whether a particular situation or strategy under consideration by us is appropriate and feasible at a particular time for Clients, we generally consider a variety of factors, including, among others, capital available for investments, the ability to borrow and the

cost of borrowed funds, transaction costs, tax consequences, and the liquidity of the investment relative to the needs of each account. There is no assurance that we or our affiliates will hold an interest in every position held by Clients or us or the contents of its portfolio will be substantially similar to that of Clients. Conflicts of Interest As discussed further below, we and our related advisers engage in a broad range of activities, including pursuing investments for Clients, Related Funds and other accounts and providing investment advisory, broker-dealer and other related services to these funds and accounts and their portfolio investments and other investments. We have a number of related investment advisers (including those related advisers listed in Item 10 and their relying advisers) that focus primarily on different investment strategies or vehicles (collectively, the “Related Advisers”), although such investment strategies overlap with ours. We refer to the funds and accounts managed by the Related Advisers as the “Related Funds.” In the ordinary course of conducting its activities, the interests of a Client will from time to time conflict with our interests and those of:

other Clients;

Related Funds;

Related Advisers; and

the affiliates of the foregoing.

We expect the Clients to benefit from their relationship with the broader TPG network, as well as our relationships with strategic partners. For example, through us, the Clients will have access to the contacts and industry knowledge of TPG investment teams, enhancing the Clients’ transactionsourcing capabilities and investment decision-making. Additionally, we expect the Clients to consult with internal TPG experts and strategic partners on specific industry issues, trends and other matters to complement the Clients’ investment processes. These relationships, however, will also give rise to a number of actual, potential and apparent conflicts of interest between a Client, on the one hand, and us, other Clients, Related Funds, investment platforms and affiliates and strategic partners, on the other. In addition, such relationships remain subject to any information barriers as described below in “Conflicts Arising from Activities of Clients and Related Funds; Information Barriers” and “Conflicts Arising from Other Investment Activities of Clients and Related Funds – Walled-Off Businesses.” We describe below certain of these actual, potential or apparent conflicts of interest and how we intend to manage them. Resolution of Conflicts When conflicts arise between a Client and another Client or a Related Fund, we will seek to resolve the conflict or represent the interests of such Clients, respectively, and the applicable Related

Adviser will represent the interests of any Related Funds. In addressing conflicts, we and the other Related Adviser, as applicable, will consider various factors, including the interests of such Client, the other Client and the Related Fund, as applicable, in the context of both the immediate issue at hand and the longer-term course of dealing among such Clients and/or the Related Fund. In the case of all conflicts involving one or more Clients, our determination as to which factors are relevant, and the attempted resolution of such conflicts, will be made in our sole discretion. The following may help mitigate potential or actual conflicts of interest:

a Client will not make any investment unless we and the Client’s general partner believe that such investment is an appropriate investment considered from the viewpoint of such Client;

many important conflicts of interest may be resolved pursuant to set procedures, restrictions or other provisions contained in the relevant Governing Documents for Clients;

the advisory committees for certain Clients, whose members are not affiliated with the general partner of a Client, generally play an important role in resolving conflicts of interest by, for example, overseeing certain activities that could give rise to conflicts of interest or approving or consenting to decisions that involve certain conflicts of interest referred to it by the Client’s general partner in accordance with the relevant Governing Documents;

when we deem it appropriate in our sole discretion, unaffiliated third-party service providers will be used to help resolve conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price. In addition, the willingness of a thirdparty investor to make an investment on the same or similar terms as a Client may demonstrate the fairness of the transaction to such Client;

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; and

in certain circumstances, we erect temporary or permanent information barriers to restrict the transfer of non-public information between business units.

While we endeavor to resolve conflicts in a manner consistent with our fiduciary duties, there can be no assurance that our own interests will not influence our conduct and decisions. There can be no assurance that we will identify or resolve all conflicts in a manner that is favorable to a Client and a Client’s investors may not, subject to any requirements set forth in a Client’s Governing Documents, be entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. Potential Conflicts of Interest. The material conflicts of interest that a Client encounters include those discussed below and elsewhere in this brochure. The following summary is not intended to be an exhaustive list of all actual, potential, or apparent conflicts or their potential consequences. Identifying potential

conflicts of interest is complex and fact-intensive, and it is not possible to foresee every conflict of interest that will arise during a Client’s life. In particular, we expect in the future to identify additional conflicts of interest that currently are not apparent to us or the broader alternative investments industry, as well as conflicts of interest that arise or increase in materiality as we develop new investment platforms or business lines and otherwise adapt to dynamic markets and an evolving regulatory environment. Moreover, we are a related person of the Public Company, and related personnel have duties or incentives related to the interests of the Public Company’s stockholders that could differ from, and that could conflict with, the interest of Clients and their investors. Accordingly, as a consequence of the Public Company’s status as a public company, we and our personnel may take into account certain considerations and other factors in connection with the management of the business and affairs of a Client that would not necessarily be taken into account if the Public Company were not a public company. To the extent we identify conflicts of interest in the future, we may, but assume no obligation to, disclose these conflicts and their implications to investors in Clients through a variety of channels, including in subsequent brochures or in other written or oral communications to a Client’s advisory committee or investors more generally. Principal Transactions. Section 206 of the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the investment adviser’s clients, on the other. The Advisers Act generally requires that, when an investment adviser or its affiliate proposes to purchase a security from, or sell a security to, an advisory client (what is commonly referred to as a “principal transaction”), the adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent. In connection with our management of Clients, we and/or Clients will, in certain limited circumstances, engage in principal transactions, as described below. Also, from time to time, our affiliates or those of the Related Advisers, who control, are controlled by or are under common control with us, the Related Advisers and/or our respective affiliates, may provide seed capital to a new Client. We and/or our respective affiliates may, to the extent all or a part of an investment is intended in good faith to be allocated to a Client (including a Client that the we reasonably expect to be formed or begin investing) and/or to one or more co-investors, acquire such investment (or portion thereof) with the expectation in good faith of subsequently transferring it to such Client and/or co-investor and to subsequently effectuate such transfer on terms we determine to be appropriate. To the extent the intended syndication is not ultimately consummated, including if the relevant Client is not ultimately raised, we are permitted to retain such amounts not syndicated. To the extent we determine to retain some or all of such amounts not subsequently transferred, we are permitted to either to continue to hold all or part of such investment or to dispose of all or part of our interest in such investment. Any such disposition may be at a different time from when a Client disposes of its interests (if any) in such investment. Otherwise, any such disposition will generally be made at the same time and on the same terms and conditions as such Client’s disposition of such investment, subject to any applicable tax, regulatory or legal restrictions or considerations, or as otherwise approved by an advisory committee. We, the Related Advisers, and/or our respective affiliates may purchase securities that

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Investment or Brokerage Discretion For each of the Client Funds, we have sole discretion over the purchase and sale of securities and instrument transactions (including the size of such transactions, time, price, manner and amount) and the broker dealer or counterparty, if any, to be used to effect transactions. Generally, there are no restrictions or limitations on our authority. Clients should expect to incur expenses associated with their securities transactions, including brokerage commissions and fees, commissions to other financial intermediaries, and other costs. These are all borne by the Client, and not us. Securities and credit balances of Clients are maintained in the custody of financial institutions (“Prime Brokers”) selected by us. Such Prime Brokers provide additional services to Clients which typically include clearance and settlement services and may also include margin loans and other financing. From time to time, Prime Brokers will also provide services on our behalf such as market information, research or Client or investor referrals. In the course of selecting such brokers, dealers, banks and financial intermediaries to effect transactions for and with Clients, we may agree to such commissions, markups and markdowns, fees and other charges on behalf of our Clients as we shall deem reasonable under the circumstances taking into consideration all such factors as we and our personnel deem relevant, including, among other things, the quality of research services (even if such research services are not for the exclusive benefit of the relevant Client(s)). There is no assurance that the costs of such services will represent the lowest costs available. We may also receive Client referrals from broker-dealers or others providing services to Clients. Commercial banks and dealers act as principals to effect fixed income trades (including bank debt) and earn a markup, not a commission, on such trades. Published research from such dealers may be provided to and used by us. Such research is generally provided free of charge and is not available for sale. Certain fixed income instruments such as bank debt or trade claims can be subject to settlement periods/closings in excess of the securities standard of trade date plus three days. Settlements/closings can range from ten to sixty days, or longer in the case of distressed, non-U.S. transactions and special situation trades. We generally seek to obtain, among other things, best execution of securities transactions for our Clients. Best execution is not limited solely to the consideration of the best available commission rate. Based on the applicable investment strategy, a limited universe of dealers are in a position to offer investments to us. Accordingly, at times it is possible that we will have a limited selection of

dealers or may only have one option with respect to our selection of a dealer. In such cases, the dealer offering the investment to us usually represents the only execution for such investment and is, therefore, the “best execution.” When we are in a position to select from a range of brokers and dealers, we consider relevant factors such as: the ability to achieve prompt and reliable execution and settlement; the efficiency with which transactions are effected; the financial strength, integrity, reputation, and stability of the broker; the transaction’s size and timing; service as a Prime Broker or capital introduction capabilities; desired timing of the transaction; willingness and ability to commit capital (i.e., loss rations); availability of stocks to borrow; quality and timeliness of market information; ability to provide competitive term financing across a variety of asset classes; access to underwritten offerings and secondary markets; the broker-dealer’s ability to maintain our anonymity; the nature of the market for the security and the difficulty of execution; the quality of execution and service rendered by the broker-dealer in prior transactions; the quality, comprehensiveness and frequency of available research services considered to be of value; the belief that the broker-dealer charges fair and reasonable fees for trades, and that Clients have been treated fairly and honestly in prior trades; the competitiveness of transaction costs and overall cost of trade (including commissions, markups, markdowns, spreads, and other costs); and our overall relationship with the brokerdealer. Thus, even when a range of brokers and dealers is available, transaction cost is not the sole factor used by us to evaluate execution. Research services provided by brokers may include written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; statistics and pricing or appraisal services, as well as discussions with research personnel. We may have an incentive to select or recommend dealers based on an interest in receiving research or other products or services rather than Clients’ interest in receiving favorable execution and the commissions or markups and markdowns may exceed those charged by other available brokers or dealers based on the above. TPG BD may also, in some cases, facilitate transactions on behalf of Clients. However, TPG BD will only serve as a broker-dealer in a transaction if it is consistent with our fiduciary duties. We do not have formal arrangements with specific brokers or dealers to receive research or other services beyond transaction execution in exchange for brokerage commissions from client transactions (so-called “soft dollar” arrangements). However, we may select brokers or dealers who provide us research reports and services, including: proprietary broker-dealer company research and analyses; oral and written reports, statistics and advice about the economy, industries and individual securities’ or company investment opportunities; reports on underwriting activity, bank rates, loan defaults, loan new issuance volumes and other capital markets statistics; and opportunities to confer with company management. Our employees have received gifts and gratuities from broker-dealers or persons with whom we do business, including tickets to sporting events, meals and other entertainment, transportation, attendance at seminars or other educational training or informational events, logo items and other items of small value, gifts associated with life events such as birthdays or weddings, and gifts of substantial value. Our Code of Ethics contains policies regarding the permissibility of gifts and entertainment and the required pre-approval.

We have no directed brokerage arrangements. If it were to engage in such arrangements, there is no assurance that best execution could be achieved. Orders are allocated among eligible Clients in a manner which we believe is fair and equitable over time and in accordance with our allocation policy and procedures. In instances where a pro rata allocation is not utilized, allocations are driven by a number of factors including, among others, Client investment guidelines and the portfolio manager’s overall view of the portfolio, including the nature and size of target positions and existing positions, available cash, cash needs, liquidity, regulatory restrictions, as well as market conditions and performance. Accordingly, our allocation decisions will affect performance, and certain Clients will not participate in gains or losses that were realized by other Clients with similar investment objectives. Likewise, certain allocations to Clients which provide for Performance Compensation could result in an increased economic benefit to us. See “Allocation of Investment Opportunities” in Item 11 herein. We negotiate the rates of compensation that Clients pay. Some broker-dealers and other counterparties we select have (or are affiliates of entities that have) other material business relationships with us or our affiliates, or with our principals. In addition, certain Clients may not have clearing, custodial or financing arrangements (including ISDA agreements, repurchase agreements, securities lending agreements, futures agreements or give up/clearing agreements) with all counterparties that have relationships with other Clients. While we attempt to negotiate similar arrangements on behalf of all Clients, there can be no assurance that these arrangements will be uniform across all Clients, that we will be able to establish uniform arrangements in a timely manner or that such arrangements will be established at all. Accordingly, certain Clients may be subject to higher clearing, custodial and financing expenses. In addition to using brokers as “agents” and paying resulting commissions, we sometimes cause Client accounts to buy or sell securities directly from or to dealers acting as principal at prices that include markups or markdowns, and may also cause Client accounts to buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. With respect to transactions in derivatives (i.e., swaps, forwards, options and futures (and options thereon)), we execute such transactions through regulated or exempt swap dealers, non-registered swap dealers, non-swap dealers or futures commission merchants. From time to time, we also use the services of introducing brokers. We have established an advisory committee to oversee, among other things, the brokerage practices (the “Brokerage Committee”). The Brokerage Committee is comprised of members of senior management and generally meets at least quarterly. The Brokerage Committee provides oversight for our trading activity with banks and broker-dealers and also conducts periodic reviews of the level of activity with each bank/broker-dealer. Please refer to the section above entitled “Conflicts Relating to Rates of Third-Party Advisors and Other Service Providers” for a discussion of potential conflicts of interest that affect our choice of service providers, including broker-dealers.

Cross Transactions We or one or more of our related persons have, to the extent permitted under applicable law and the relevant Clients’ Governing Documents, effected Client cross-transactions where we cause a transaction to be effected between two or more accounts that we advise or between accounts that we advise and portfolio investments owned by one or more accounts that we advise, and expect to do so in the future. Such cross transactions will be engaged in if we believe that it is in the best interests of all relevant Client accounts to effect such transactions. No brokerage commission, fee or other remuneration will be charged to Clients in connection with the completion of a crosstransaction other than customary transfer fees or a marginal transaction fee for brokered cross trades. Such cross transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Client may not receive the best price otherwise possible, or we might have an incentive to improve the performance of one Client or a Related Fund by selling underperforming assets to another Client in order, for example, to earn fees. Additionally, in connection with such transactions, we

may have significant investments, or intentions to invest, in the Client or Related Fund that is selling and/or purchasing such an investment; or

otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment).

We may receive management or other fees in connection with our management of the relevant Clients and/or Related Funds involved in such a transaction, and may also be entitled to share in the investment profits of the relevant Clients and/or Related Funds. In the event that we do effect cross transactions between Clients and/or Related Funds, we will seek to ensure that such transactions and any related disclosures are made consistent with applicable laws and agreements (including obtaining any requisite approvals thereunder) and our policies and procedures. In particular, we will seek to ensure that the transaction is:

in our judgment, in the best interests of each Client involved in the transaction; and

in compliance with any investment guidelines or restrictions for these Clients.

We have designed and implemented policies and procedures to address the conflicts of interest that arise in connection with cross-transactions. Cross-transaction generally require approval by the relevant Portfolio Manager(s) and the Risk and Compliance groups. GP-Led Secondary Transactions Over the life of a Client, its general partner could seek to sponsor a transaction in which investors are provided the opportunity to sell all or a portion of their interests and/or their indirect interests in one or more assets of the Client to secondary buyers (any such transaction, a “GP-Led Secondary Transaction”).

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We pay certain third parties cash compensation for investor referrals in amounts based upon a portion of the advisory or performance fees earned by us with respect to investors or Clients introduced by the third party. Such arrangements will be disclosed to Clients in accordance with applicable law. The fact that we share with third parties a portion of the compensation we receive for investment advisory services will not result in any Client being charged investment Management Fees at a rate in excess of, or less than, the rate of Management Fees customarily charged by us to our Clients for similar services, nor will we charge any Client any other amount for the purpose of offsetting costs associated with Client referrals. For information regarding any economic benefits we receive from non-clients, including a description of related conflicts of interest, please see “Conflicts Arising from Business with Certain Investors” in Item 11 above. In addition, as discussed in “Conflicts Related to Certain Service Provider Relationships” in Item 11, we and our related persons, in certain instances, receive discounts on products and services provided by portfolio investments held by Clients and/or the customers or suppliers of such portfolio Investments.

Not applicable. In the ordinary course of business, we and our related persons are parties to litigation, investigations, inquiries, employment-related matters, disputes and other potential claims.

Review of Accounts Responsibility for managing the Client’s accounts is spread among our investment professionals who are best suited and skilled to manage the asset class in which the account is invested. These professionals review and monitor the accounts on a daily basis. On an ongoing basis, these professionals review current market prices of securities and instruments held for Clients, review relevant financial markets and are involved in all major portfolio decisions. In addition, with respect to investments such as bank and other loans, financings, originations and related credit, fixed income and other instruments and claims, we review and analyze existing investment positions to attempt to identify issues early on and to take action when necessary. We meet

periodically with members of our investment committee to update them on such portfolio positions and related matters. We regularly review Client accounts in light of trading activity, Client guidelines and objectives, allocations and best execution and to provide instructions or guidance concerning Client transactions. Reporting A Client’s investors receive reports from the Client as described in the Governing Documents of the Client. Clients may enter into agreements with certain investors to provide such investors with additional reports, including detailed information regarding portfolio positions. In addition, investors may be supplied with a commentary on each month’s or quarter’s performance in monthly or quarterly letters. Generally, investors in Clients are provided with audited financial statements in compliance with the requirements of applicable law. The nature and frequency of written reports to investors in managed accounts are as agreed upon between us and the investors in those managed accounts.

Unless exempt under the Advisers Act, Client funds and securities over which we have custody are maintained or custodied with qualified custodians. Client Funds are generally subject to an annual audit conducted by an independent public accounting firm in accordance with GAAP and distributed to investors in the Client Funds within 120 days of the Client Fund’s fiscal year. To the extent that Clients are not subject to such audits, those clients will undergo an annual surprise examination by an independent public accountant to verify Client assets. For certain Clients that are discretionary separate accounts and for which we have determined we have custody, we have a reasonable belief that Clients receive at least quarterly statements from the qualified custodian that holds and maintains such Clients’ investment assets. We urge Clients who receive such

statements from another qualified custodian to compare such official custodial records to the account statements that we provide to Clients.

We typically receive full discretionary authority from Clients at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold. In all cases, however, such discretion is exercised in a manner consistent with the stated investment objectives and guidelines for the particular Client. When selecting securities and determining amounts, we observe the investment policies, limitations and restrictions of Clients which we advise. Clients’ offering memoranda or Clients’ investment management agreements or guidelines may place limits on the types of securities, issuers or industries in the portfolio or the types of investment techniques that may be used in managing the Client portfolio.

We have been delegated the authority to vote on matters with respect to Client securities, including proxies or other corporate actions, such as consent requests regarding securities held by Clients. We have adopted and implemented policies and procedures reasonably designed to ensure that we vote proxies in the best interests of Clients. Clients generally cannot direct our vote. It is our general policy to vote or to give consent on all matters presented to security holders in any proxy or similar request, and our policies and procedures have been designed with that in mind. However, we reserve the right to abstain on any particular vote or otherwise to withhold our vote or consent on any matter if, in the judgment of certain of our professionals, the costs associated with voting such proxy outweigh the benefits to the applicable Clients or if the circumstances make such an abstention or withholding otherwise advisable and in the best interest of the applicable Clients. In exercising our voting discretion, we seek to avoid any direct or indirect conflict of interest between Clients and the voting decision. If any conflict of interest is identified, our proxy voting policy requires that the Compliance group be notified to advise on next steps prior to voting. Where appropriate, and within our discretion, unaffiliated third parties may be used to help resolve conflicts or to otherwise assist us in fulfilling all or part of our voting obligations. In accordance with the requirements of the Advisers Act, we maintain records of our proxy voting for at least five years and, at a Client’s request, will furnish proxy voting information, free of charge, to the requesting Client within a reasonable period of time. Clients may request proxy voting information by contacting us at (212) 692-2000.

Not applicable.