TPG Angelo Gordon: investment adviser

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.

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;

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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

expenses incurred in obtaining, developing, implementing or maintaining market data technology systems, research and other information and information service subscriptions utilized with respect to the conduct of a Client’s investment and trading program and their activities including deal sourcing expenses, fees to third-party providers of research, portfolio risk management services (including fees and costs of third-party providers of research, portfolio risk management services (including the costs of acquiring, developing, implementing and maintaining risk management software, software customization and implementation costs or database packages));

related to broker-dealer and/or capital markets services (see “Item 11 – Participation of TPG BD and Related Entities in Capital Markets Activity”);

related to general and/or background investigation of industries that may be suitable for investment by a Client;

incurred in holding, developing, operating, managing, financing, refinancing, monitoring, restructuring and disposing of investments, which can include amounts incurred in pursuing secondary liquidity transactions on behalf of a Client or its assets, whether or not consummated;

certain expenses incurred in respect of a Warehouse Vehicle (as defined below);

fees in connection with margin loans and total return swaps;

related to business development activities, including meals and events;

related to facilitating co-investments by Senior Advisors (including compensation and travel expenses) in portfolio investments, including costs and expenses related to the establishment and operation of any co-investment vehicle through which Senior Advisors invest;

relating to the travel and accommodations of our employees in connection with the advisory committee or investor meetings and other Client-related travel;

relating to third-party joint venture partners, operating partners and other similar persons or entities;

information technology system expenses, including the costs of acquiring, development, implementing and maintaining computer software (including, but not limited to, specialty and custom software) and hardware and other technological systems for the benefit of a Client (including third-party diligence software and service providers);

all expenses incurred in the collection of amounts due to a Client from any person;

all accounting and other costs of preparing and maintaining records and books of account in relation to the business of a Client, including any accounting systems and investor information databases;

the remuneration and expenses of a Client’s independent accountants, auditors, valuation agents, and appraisers, and all other costs incurred in connection with the preparation of the financial statements, appraisals, pricing, valuations, tax returns, capital calls, distributions and other statements and reports and the administration of assets, financial planning and treasury activities;

all costs and expenses of, or incidental to, the preparation of any amendments, restatements or other modifications to, and compliance with (or monitoring compliance with), the Governing Documents, the investment advisory agreements, side letters or any other related document of a Client or any laws, rules or regulations applicable to a Client, its general partner, us or their affiliates, including the solicitation of any consent, approval, waiver or similar acknowledgment from the investors and/or the advisory committee or preparation of related materials, including the preparation and distribution of disclosure, side letters (including “most favored nation” provisions), definitive documents and other materials to investors as “closing sets” or other post-closing distributions, and the preparation of internal manuals, summaries, guides and other documents in connection with compliance (or monitoring compliance) with such documents or any laws, rules or regulations;

all costs and expenses of, or incidental to, the preparation, dispatch or posting to a web-based portal to investors of all checks, reports, circulars, forms and notices, and any other documents which in our opinion are necessary or desirable in connection with the business and administration of a Client, including financial reports and any reports prepared in connection with applicable laws, rules or regulations, and other responses to reporting requests from investors or conforming to investor-requested reporting templates, including the costs incurred to audit and provide access (whether through a Client’s website or other portal) to such reports or disclosures and any other related operational, secretarial or postage expenses, and expenses relating to protecting the confidential or non-public nature of any information or data;

relating to Foreign Office Services, as described below;

all costs and expenses incurred as a result of dissolution, winding-up and termination of a Client and the realization of Client investments and other Client assets pursuant thereto;

any costs and expenses of any audit, litigation or threatened litigation, arbitration, investigation, regulatory, self-regulatory, governmental or legal inquiries or public relations undertaking (including lobbying) involving Client activities (including regulatory sweeps and expenses related to the representation of a Client or investors with respect to tax compliance or controversy matters (including fees, costs and other expenses incurred by the tax representative acting in such capacity) or in connection with any tax audit, investigation, settlement or review of a Client and expenses incurred in connection with tax preparation and filings) (in each case, whether or not threatened or pending) and the amount of any judgment or settlement paid in connection therewith, excluding, however, the costs and expenses of any litigation, judgment, or settlement for which an indemnified person is not exculpated to the extent such costs and expenses are related to and caused by such conduct, as well as extraordinary expenses or liabilities relating to the affairs of a Client and any similar obligations;

all costs and expenses for indemnity or contribution payable by a Client to any person, whether payable under the Governing Documents or otherwise and whether payable in connection with any litigation involving a Client or otherwise, and all costs for insurance coverage, including pursuant to a self-insurance or similar arrangement, any liability insurance, including general partner liability, director and officer insurance, crime/fidelity insurance (including coverage for a Client, its general partner, us or any affiliates of the foregoing), cybersecurity insurance and key person life insurance (including fees, costs and expenses related to any retention or deductibles and broker costs and commissions) including that maintained with respect to liabilities arising in connection with the activities of any indemnified person conducted on behalf of us, Clients (whether or not indemnifiable), a special purpose vehicle, an AIV, or their respective general partners, and for Clients, their respective general partners, us and our respective affiliates (whether or not indemnifiable) and any consultants or other advisors utilized in the procurement, review, maintenance and analysis of insurance;

relating to the advisory committee meetings and activities, including venue, food and beverage, fees, costs and expenses associated with any legal counsel or other third-party service providers or advisors the advisory committee retains, and travel and accommodations of the advisory committee members;

all costs and expenses of holding any meeting or conference of or with investors or their delegates or advisors (including meetings of the advisory committee and related activities) and otherwise relating to communication with reporting and providing information to existing investors and prospective investors, including printing and mailing costs as well as costs and expenses of administering and complying with side letters entered into with investors (including costs incurred in connection with the preparation, delivery and execution of investor “most favored nations” elections, including printing and mailing costs, and, for the avoidance of doubt, Portfolio Compliance (as defined below) and investor site visits and related travel and meals);

fees and expenses of any independent contractor or dedicated employee to serve as a project management specialist overseeing construction and capital improvement projects at underlying properties;

all fees and expenses of any service provider appointed to provide services to a Client pursuant to the relevant Governing Documents (including (A) certain loan asset management services, collateral agent, administrative agent and other services with respect to investments of a Client); (B) all fees and expenses of any administrators appointed to provide administration services to Clients; (C) fees and expenses of any alternative investment fund manager, administrators and depositaries in connection with obligations arising from the European Union’s Directive 2011/61/EU on Alternative Investment Fund Managers (the “AIFM Directive”) and the UK Alternative Investment Fund Managers Regulations 2013 (as amended) (the “UK AIFMR”), any distributors or any other similar service providers; and (D) all other fees and expenses of the administration of a Client);

any withholding, other taxes, fees or governmental charges against a Client or its subsidiaries or their respective income or assets or in connection with their respective businesses or operations, together with any interest, addition to tax and penalties, to the extent such amounts are paid, directly or indirectly, by a Client, or us on behalf of a Client or any subsidiary thereof or any other investor, and are not allocated to, reimbursed by or collected from any investor (or any direct or indirect owner thereof);

legal, regulatory, accounting and other professional or third-party costs or disbursements including all travel, rent and lodging costs and expenses and meals, transportation, entertainment and other similar costs and expenses that relate to Client investments and related due diligence and research, and locating, structuring, evaluating, consummating, maintaining, developing, re-structuring, refinancing and disposing of investments and potential investments (whether or not the investment is consummated) that are considered for Clients, which may include costs incurred to attend or sponsor networking events and other similar events hosted by both for-profit and not-for-profit organizations (which may include organizations affiliated with current or prospective investors) that we reasonably believe may facilitate the sourcing of deal flow for a Client;

a Client’s proportionate share of the costs and expenses of compensation and other overhead costs of our personnel (or any affiliate thereof) who provide legal, regulatory, tax, finance and accounting, information technology, fund administration and similar services (including oversight of third-party service providers and, for the avoidance of doubt, Portfolio Compliance) for the benefit of a Client and its portfolio investments; provided, that for certain Clients, (i) such expenses would otherwise meet the definition of “fund expenses” hereunder if the relevant services were provided by a third party and (ii) we reasonably believe it would be advantageous to a Client to have in-house personnel provide such services as compared to a third party, whether due to cost, quality, efficiency or other considerations relating to the in-house provision of services;

the fees and expenses of any independent counsel or other advisors engaged by, at the direction of or for the benefit of the advisory committee and any out-of-pocket expenses of any advisory committee;

any other reasonable costs and expenses in connection with the operation and administration of a Client, including, but not limited to, any tax, audit, legal or regulatory or other legal compliance expenses applicable to a Client or AIVs and/or relating to their

operation (including relating to activities in connection with compliance with the Investment Advisers Act of 1940, as amended (“Advisers Act”) (including 17 CFR 275.211(h)(1)-2, 17 CFR 275.211(h)(2)-1, 17 CFR 275.211(h)(2)-2, 17 CFR 275.211(h)(2)-3, 17 CFR 275.204-2, 17 CFR 275.206(4)-7 and 17 CFR 275.206(4)-10 thereunder) as it relates to the operation of a Client (including, but not limited to, preparing, obtaining, delivering and otherwise in connection with any audits, opinions, reports, consents, and disclosures related thereto)), relating to activities with respect to protecting the confidential or non-public nature of any information or data (including any costs incurred in connection with the U.S. Freedom of Information Act, or any similar statutory or regulatory disclosure requirement of any state or other jurisdiction, the U.S. federal Gramm-Leach-Bliley Act, the New York SHIELD Act, Section 5 of the Federal Trade Commission Act, the California Consumer Privacy Act as amended by the California Privacy Rights Act and other similar U.S. state privacy laws, or any applicable legislation or regulation relating to the protection of personal data in force from time to time in the European Union (“EU”), the European Economic Area (the “EEA”) or the United Kingdom (“UK”, including the Data Protection Directive (95/46/EC), the UK Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data Protection (Processing of Sensitive Personal Data) Order 2000, the General Data Protection Regulation (EU 2016/679), any other legislation that implements any other then current or future legal act of the EU concerning the protection and processing of personal data, any national implementing or successor legislation and any amendment or re-enactment of the foregoing)), relating to the preparation and delivery of Client financial statements, tax returns, Schedules K-1, K-2, K-3 (or other relevant forms), registration, administration and ongoing monitoring, reporting and filings related to a Client or AIV under applicable local or foreign laws and regulations, registration as a “mutual fund” or a “private fund” with the Cayman Islands Monetary Authority under the Cayman Islands Mutual Funds Act (As Revised) or the Cayman Islands Private Funds Act (As Revised), engagement of alternative investment fund managers, depositaries, administrators and other service providers in connection with our compliance with obligations arising from the UK AIFMR, the AIFM Directive, the Collective Investment Schemes Act (“CISA”) or Financial Services Act (“FinSA”) with respect to a Client or AIVs, engagement of local representatives, paying agents, depositaries, attorneys, Swiss representative, Swiss ombudsman, the preparation and submission of regulatory and/or marketing filings of a Client and its affiliates (including preparation and filings with U.S. and non-U.S. regulators such as Form PF in accordance with the Advisers Act, Form SHLA and other regulatory filings of a Client and its affiliates relating to a Client’s activities, including filings with the U.S. Commodity Futures Trading Commission and the U.S. Securities and Exchange Commission, compliance obligations, including for us and our affiliates, arising from the UK AIFMR and the AIFM Directive, CISA or FinSA with respect to a Client or AIVs (including as amended by the European Union’s Directive 2019/1160), European Union Sustainable Finance Disclosure Regulation (and any other applicable legislation or regulations relating to the European Commission’s Action Plan on Financing Sustainable Growth), the revised Markets in Financial Instruments Directive and any law, rule, regulation, policy, directive or special measure (including in relation to privacy, data protection, know-your-customer, and anti-money laundering laws, anticorruption laws, and other laws and regulations, economic and financial sanctions or anti10

terrorism laws (including the engagement of administrators and/or similar persons to provide services in connection therewith) and other laws and regulations), all expenses relating to compliance with any AEOI or FATCA regime or the Anti-Hybrid Rules and in connection with the tax representative’s representation of a Client and the investors);

all expenses relating to the maintenance of registered offices of a Client to the extent provided by unaffiliated service providers, temporary office space of nonemployee consultants or auditors, blue sky and corporate filing fees and expenses, and corporate licensing expenses, or otherwise that may be authorized by the Governing Documents, including any of the aforementioned expenses that relate to locating, structuring, evaluating and consummating transactions for the benefit of a Client that have been incurred by our affiliate at any time either prior to or subsequent to the initial closing date;

wind-up and liquidation expenses and any other extraordinary expenses arising in connection with the operations of a Client, including the formation and administration of a liquidating trust;

all travel, entertainment, rent, meals, transportation, lodging and other similar costs and expenses that relate to the foregoing, including relating to meetings with any administrators for a Client or other third-party service providers to a Client or any Client investment, and relating to Client investments and locating, structuring, evaluating, consummating and realizing transactions and potential transactions that are considered for a Client, whether or not consummated;

all fees (including, for the avoidance of doubt, incentive fees) paid to any asset manager, including our affiliates, that provide asset management services directly or indirectly to a Client or with respect to any investment;

fees and expenses of non-employee consultants in connection with any of the foregoing;

fees, costs and other expenses relating to consummated or unconsummated transfers of investors that are not otherwise borne by the transferring (or potentially transferring) parties;

any other fees, costs and other expenses relating to the implementation of, and compliance with, legal, regulatory, and other similar standards and commitments relating to responsible investing factors applicable to Clients, its investments and/or potential investments, including diligence thereof and any requirements relating to the foregoing set forth in one or more side letters or investor policies (“Portfolio Compliance”) (certain sleeves of a Client family may bear greater fees as a result of its investment and/or marketing strategy, including its approach to integrating responsible investing considerations, as compared to other sleeves of the same Client. In such instances, fees will generally be borne by the relevant Client family);

a Client’s proportionate share of costs and expenses (including associated compensation and other related overhead costs of applicable personnel) of the establishment, administration and maintenance of our entities and offices in non-U.S. jurisdictions (and

service and other arrangements with such entities) utilized to facilitate a Client’s structuring, making and managing of investments, as allocated among a Client and Related Funds in such a manner as we determine in good faith to be fair and equitable;

fees, costs and other expenses related to Specialized Operational Services and all capital markets fees, in each case, subject to the limitations set forth in the applicable Governing Documents;

extraordinary expenses arising in connection with the operations of a Client;

any other fees, costs, expenses, liabilities or obligations approved by the advisory committee or by the investors;

any similar expenses of any alternative investment vehicle or additional fund; provided, that certain expenses, including taxes, fees, expenses or other governmental charges (including any interest, penalties, or additions thereto) associated with the ownership of any portfolio investments through an entity that is treated as a corporation for U.S. federal income tax purposes may be specially allocated by a Client’s general partner to the investors that participate in such Client investments through such entity;

relating to exploring, evaluating, structuring, negotiating and/or consummating any potential liquidity transaction, including any costs related to offering or otherwise making available any of the foregoing to one or more investors (including any costs related to initial set up, ongoing subscriptions, compliance, tax analysis and/or maintenance of secondary matching programs and/or qualified matching services);

relating to any fees, costs and expenses related to potential, unconsummated or actual transactions that, if consummated, would require the approval of an advisory committee (due to conflict or otherwise), even if such fees, costs and expenses are incurred prior to receiving such approval or if such approval is never sought or received by the advisory committee;

relating to any costs and expenses incurred by us, our affiliates or their respective personnel, or personnel of portfolio investments with respect to conferences, training programs and similar meetings;

any costs and expenses relating to the attendance by our personnel at any trade conference, industry meeting, or similar meeting or event, including any applicable registration fees and exhibition, sponsorship or other presentation fees, costs and expenses;

any costs or expenses that would have otherwise been borne by a portfolio investment which we determine in our discretion to pay or reimburse; and

all third-party fees, costs and other expenses related to any of the foregoing items described above.

Certain Clients reimburse us or our affiliates for certain compensation and costs and expenses, including, among other things, compensation and other overhead costs of in-house services (as described below), fees, costs and other expenses related to employees or consultants retained by us, TPG or an affiliate of the foregoing providing operational support, regulatory or legal support, specialized operations, consulting services, property services and credit services and similar or related services, and fees and expenses of TPG and its affiliates in connection with the provision of capital markets- and broker-dealer-related services (as described below – see “Item 11 – Providers of Specialized Operational Services to Portfolio Investments”) to Clients or their portfolio investments. These expense reimbursements are generally disclosed to investors. Additionally, with respect to certain Clients, as an investor in investment funds and/or other entities managed, advised or otherwise sponsored or formed by us or our affiliates (“Underlying Funds”), such Clients will bear their share of all “partnership expenses” of each Underlying Fund, including the management fee, carried interest and/or incentive compensation charged to the applicable Client by each Underlying Fund as defined in, and determined in accordance with, the applicable Underlying Fund’s governing documents and any side letter between the applicable Client and each such Underlying Fund. Clients’ Governing Documents generally permit Clients, subject to certain limitations, to borrow to pay the expenses described above. Subject to such Clients’ Governing Documents, expenses of Clients, including, for the avoidance of doubt, any parallel investment entities, or by the general partners, us or any affiliates of the foregoing with respect to the applicable Client, and any side-by-side separate accounts or lockstep vehicles, will generally be allocated proportionately among all such entities, as applicable, or in such other manner as we determine in good faith to be fair and equitable under the circumstances and, with respect to certain Clients, also subject to certain legal, regulatory, tax, policy, fiscal or other considerations. From time to time, we incur costs and expenses for a particular entity and are required to make determinations as to whether such costs and expenses are to be specially allocated and borne by only a single entity or whether such costs and expenses should be allocated pro rata among a Client, including any parallel investment entities and side-by-side separate accounts or lockstep vehicles. We often determine not to make such special allocations, including due to administrative convenience, to keep unused capital commitments aligned, and/or for other reasons we determine in our sole discretion, even if the expenses relate only to particular entity(s) and/or investor(s) therein. This will result in any one entity bearing a portion of certain expenses attributable to another entity, even if such expenses are not directly connected to the activities and operations of all entities bearing the expense, including expenses incurred in connection with either a Client’s or such other vehicle’s legal, tax and regulatory compliance with any U.S. or non-U.S. law or regulation (including, without limitation, reports, disclosures, registration and other filings and notifications prepared in accordance with the laws of any such jurisdiction). To the extent that such expenses are allocated pro rata based on capital commitments or, with respect to certain Clients, in proportion to the relative amounts invested, the entity with the greatest capital commitments or amount invested, respectively, will bear a greater portion of these expenses. For example, in the event that we were to form a parallel investment entity organized in Australia, Luxembourg or another country, such parallel investment entity would result in the incurrence of costs and expenses in connection with its organization and operation that would not have otherwise been incurred, including legal and regulatory costs and expenses, the costs of alternative

investment fund managers, depositaries, administrators, and other expenses. Such costs and expenses would be subject to the allocation practices described above. In addition, we may, in our discretion, determine to specially allocate administrative or other expenses incurred by a Client, its general partner or its affiliates with respect to one or more investors or group of investors to such investors. We may require such investors to contribute capital with respect to such expenses in amounts that exceed such investors’ unused capital commitment, and these amounts shall not constitute a capital contribution for purposes of the applicable Governing Documents. Accordingly, an investor’s obligation to contribute capital for such expenses is unlimited and could be material. Additionally, we are permitted to withhold amounts otherwise distributable to such investors in order to pay or reimburse such expenses. We incur some expenses on an aggregate basis for the benefit of multiple Clients and/or Related Funds and/or TPG. For example, when we purchase, on a firm-wide basis, insurance that covers TPG, Clients and Related Funds, we allocate the aggregate costs of these items across the applicable Clients, Related Funds and TPG in a manner we determine to be fair and equitable in our sole discretion. Generally, subject to such Client’s Governing Documents, the allocation is in proportion to the relative amounts invested in the applicable portfolio investment or, for certain Clients, pro rata in accordance with assets under management, but we vary this approach in particular instances if we believe another method is more fair and equitable, or for certain Clients, equitable. For instance, when allocating amounts (including firm-wide insurance) to TPG, TPG’s allocable portion may be based on some other metric and may be a fixed percentage that we determine to be fair and equitable or, with respect to certain Clients, equitable. In addition, although some expenses are incurred on behalf of a Client, they are likely to benefit other Clients, Related Funds or TPG more broadly. For example, information and data we obtain in connection with a Client’s research, due diligence and investment activities will be valuable to other Clients, Related Funds and TPG’s businesses. In addition, tools and resources developed at a Client’s expense, such as Y Analytics’ research and impact assessment tools, will be the intellectual property of TPG or Y Analytics and not the Client. If TPG licenses or sells such intellectual property to third parties in the future, a Client will not benefit from such license or sale. With respect to all of the services described above, there can be no assurance that no other thirdparty service provider is more qualified to provide the applicable services or could provide such services at lesser cost. Additional specific types of costs and expenses can be deemed appropriate over time in light of evolving market practices and developing standards, and we accordingly reserve the right to adjust the costs and expenses that Clients are responsible for to align with industry standards. For information on brokerage practices, see Item 12 below. Co-Investment Vehicles. In certain instances, we will evaluate investment opportunities that, if consummated, we would likely offer in part to investment vehicles or other accounts or arrangements through which certain persons generally invest alongside one or more Clients (each, a “Co-Investment Vehicle”) or prospective co-investors, including affiliated coinvestors. Investors in a Co-Investment Vehicle typically bear all expenses related to the vehicle’s

formation and operation similar to those described above for a Client, and the vehicle generally bears its pro rata portion of expenses incurred in the making of an investment. However, if such a potential investment is not consummated, the full amount of any expenses relating to the potential but not consummated investment and co-investment (including reverse termination fees, extraordinary expenses such as litigation costs and judgments and other expenses) will typically be borne entirely by the Client or Clients we select as proposed investors for such investment, rather than the Co-Investment Vehicle or any such prospective co-investors. Alternatively, such co-investors could independently pursue such transaction, without reimbursing a Client for its broken deal costs. See “Allocation of Fees and Expenses Including for Broken Deals” in Item 11 for more information. With respect to Co-Investment Vehicles, any fees we receive, and expenses borne by the CoInvestment Vehicle, are generally negotiated on a vehicle-by-vehicle basis, but sometimes include asset-based fees and expense reimbursements, reimbursements for Specialized Operational Services (as defined below see “Item 11 – Providers of Specialized Operational Services to Portfolio Investments”) or non-advisory administrative fees similar to those described above for Clients. Fees for Services Provided to Portfolio Investments. To the extent set forth in a Client’s Governing Documents, certain net fees we receive in respect of our management of such Client, which we refer to herein as “portfolio fees,” allocable to fee-paying investors will reduce a corresponding amount of the Management Fee due from such investors. Any such portfolio fees received in connection with any investment opportunity that is pursued by two or more Clients or other persons will be allocated among such Clients or other persons, and only amounts allocable to a Client will offset the Management Fee payable by such Client. Any amounts allocable to such other Client or other persons will not accrue to the benefit of such Client or any of its investors by means of an offset of any Management Fees or otherwise. In addition, for certain Clients, there is no Management Fee offset applicable to investors who do not pay Management Fees. Accordingly, we retain amounts of portfolio fees allocable to fee-free investors without further offsetting the Management Fee of fee-paying investors. Although these portfolio fees are in addition to the Management Fees, we will in some circumstances, if required under a Client’s Governing Documents, be obligated to reduce the amount of Management Fees paid by the applicable Client by an amount equal to all or a portion of such portfolio fees. For certain Clients, the Governing Documents of such Clients do not require us to reduce the amount of Management Fees paid by such Client by any portion of portfolio fees, and such Clients or their investors will otherwise receive no benefit from such portfolio fees. The specific amount and nature of this reduction varies among Clients and is generally set forth in the Governing Documents of the applicable Client. Any such portfolio fees received in connection with any investment opportunity that is pursued by Clients, one or more other Related Funds, co-investors or other persons will be allocated among such persons, and only amounts allocable to the Clients will offset the Management Fees payable by the Clients. Any amounts allocable to such other persons will not accrue to the benefit of any investor or the Client by means of an offset of any Management Fees or otherwise. Specifically, we will apportion a Client’s allocable share of such portfolio fees among the Management Feebearing investors on a pro rata basis in proportion to their respective percentage interests in the

applicable Client investment or potential Client investment in respect of which such portfolio fees are received, or as otherwise determined by us, but only the portion of such portfolio fees attributable to such Management Fee-bearing investors will reduce the Management Fees borne thereby (and not, for the avoidance of doubt, the portion of such portfolio fees attributable to any other investors). To the extent provided in a Client’s Governing Documents, portfolio fees include a Client’s proportionate share of the net amount of cash and other consideration (such as fees payable in the form of options, warrants or any other form of non-cash compensation) received in connection with a Client investment or potential Client investment:

received by any of the following (except Senior Advisors, those providing Specialized Operational Services, those receiving underwriting, private placement or arranging fees, discounts or commissions or those providing Foreign Office Services): O

a Client;

O

us;

O

a Client’s general partner;

O

any of their respective employees or affiliates (other than a Client and any parallel investment entity); or

O

any of the partners of a Client’s general partner

from any third party or in respect of a Client’s portion of an investment as: O

acquisition and disposition fees;

O

loan origination fees;

O

collateral agent fees;

O

directors’ fees;

O

financial consulting fees;

O

advisory fees;

O

management fees;

O

monitoring fees (which may be accelerated in certain circumstances);

O

transaction fees;

O

closing fees;

O

any other fees earned on or relating to the making, disposition or management of investments;

O

break-up fees (which also include other similar fees received in connection with the termination, cancellation or abandonment of a potential investment); or

O

other similar fees;

provided, that portfolio fees that offset the Management Fee are net of any reimbursement by a Client for expenses and the provision of Specialized Operational Services, and do not include fees for Specialized Operational Services, capital markets fees, each as described below, or loan asset management service, collateral agent, administrative agent fees, or other service fees. Subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to portfolio investments, and/or third-party co-investors in its transactions, we determine the amount and timing of portfolio fees and reimbursements in our own discretion. In addition, amounts constituting portfolio fees may be used in the general partner of a Client’s sole discretion to pay or reimburse out-of-pocket expenses related to the investment giving rise to such amounts instead of applying such amounts as a Management Fee offset. To the extent that the amount of portfolio fees subject to Management Fee offset in respect of an investor exceeds the Management Fee due in respect of such investor in a quarter, such excess will be carried forward and applied to such investor’s Management Fee in the following quarter (it being understood that, unless elected by an investor in its subscription agreement, a Client’s general partner will retain any offset amounts with respect to such investor that remain at liquidation of a Client), with the amount of such payment to be adjusted as between the investor and a Client’s general partner to reflect the waterfall as if such Management Fees were never paid to us (i.e., a Client’s general partner could be entitled to additional Performance Compensation as a result thereof). If an investor has previously notified a Client’s general partner in writing that it does not wish to receive any such excess, the investor’s portion will be retained by a Client’s general partner. For purposes of the foregoing, certain Clients’ Governing Documents stipulate that only those individuals who are employees are our affiliates, and therefore we exclude from portfolio fees the fees non-employees (including former employees and former employees that have a remaining interest in a Client’s general partner) earn from portfolio investments. Whether an individual is an employee generally turns on whether certain indicia of employment are present. This determination is highly fact dependent and involves complex judgments within varying legal and regulatory frameworks. As a general matter, we do not expect to treat our Senior Advisors or other advisors, consultants or strategic business partners as employees or otherwise consider them our affiliates. Some of these individuals are former TPG employees. Conversely, in the event that we employ a person that previously received compensation from a portfolio investment, investors will only receive the benefit of any applicable offset beginning as of the relevant start date of the person’s employment with us, and not with respect to any compensation prior to such date, including equity grants made prior to the date of employment that vest thereafter (to the extent an offset would apply with respect to compensation to such employee.)

Subject to a Client’s Governing Documents, certain other fees and expense reimbursements are generally not included in the definition of portfolio fees, and therefore these amounts do not offset Management Fees. These amounts include, but are not limited to:

“Service Fees” as described above;

reimbursement payments to us for Specialized Operational Services (see “Item 11 – Providers of Specialized Operational Services to Portfolio Investments”);

loan asset management service, collateral agent, administrative agent, or other service fees received by us or by any of our affiliates (see “Conflicts Related to Certain Service Provider Relationships”);

reimbursement payments to us for in-house services or Foreign Office Services provided by us, TPG or an affiliate (see “Item 5 –Fund Expenses”);

any amounts paid by a platform company to its management team (see “Item 11 – Platform Companies”);

any profits interests or other compensation or amounts payable by a portfolio investment or a Client to an affiliate of ours (including former Senior Advisors) pursuant to an arrangement that was entered into prior to such person becoming an affiliate of TPG, regardless of when the interests, compensation or amounts crystallize or vest, and similarly, any profit interests or other compensation or amount payable by a portfolio investment or a Client to former TPG AG Personnel (as defined below) or other persons who are or become unaffiliated with us (even if any such fee is earned during their tenure with us) of ours;

any amounts paid by a former portfolio investment, such as directors’ fees a former portfolio investment pays one of our professionals who remains on the investment’s board of directors following a Client’s disposition of the investment;

all fees and expenses of any independent contractor or dedicated employee to serve as a project management specialist overseeing construction and capital improvement projects of property investments;

any underwriting, structuring, syndication, private placement, arranging (of debt or equity issued by, or in respect of, a Client’s subsidiaries, portfolio investments and underlying issuers), and other capital markets- or broker-dealer-related fees and expenses, which we refer to as “capital markets fees,” paid to TPG Capital BD, LLC (“TPG BD”) (or other broker-dealers or other service providers affiliated with TPG) and related entities (see “Participation of TPG BD and Related Entities in Capital Markets Activity” above);

the portion of any fee allocable to a co-investor, Client, Related Fund, portfolio investment management or other third parties (even if it is received by a Client, Related Fund, us, the general partner of a Client or any of their affiliates), including any such fee allocable to another Client and/or Related Fund invested in a portfolio investment that is also an issuer

of a portfolio investment, whether in the same part or a different part of such portfolio investment’s capital structure;

the portion of any fee allocable to a non-Management Fee bearing investor in a Client, including the general partner, its affiliates and any TPG AG Personnel (even if it is received by a Client, us, the general partner or any of their affiliates);

any fee paid to a co-underwriter or co-sponsor of an investment;

carried interest, management fees or other fees received by an affiliate of the general partner from other vehicles or other parties (other than a Client) who hold interests in portfolio investments;

any amounts paid by our portfolio investments as reimbursement for any out-of-pocket costs and expenses we incur in connection with a transaction, including travel expenses, whether or not these expenses would be payable by a Client if not for such reimbursement;

a portion of a transaction or other fee received from an actual or prospective portfolio investment that we in our sole discretion agree to pay to a third party, such as a consultant, advisor, Senior Advisor, finder, broker and/or investment bank (as the third-party fee is not a fee that we are entitled to retain);

any amounts paid by a Client or by portfolio investments to persons designated in the Governing Documents as unaffiliated with us;

any interest on portfolio fees that may be earned when we maintain the amounts associated with portfolio fees in accounts that bear interest before such portfolio fees are offset;

any fees, compensation or benefit received by a Client’s general partner, us or any affiliates that are not in connection with a portfolio investment or potential portfolio investment (or with respect to certain Clients, related to the making, management or disposition of investments on behalf of a Client), including any such amounts paid in connection with the provision of other services provided by TPG to any portfolio investments;

portfolio fees received by a Client that are treated other than as compensation for services for U.S. tax purposes, as determined by us, which shall be retained by the Client and distributed to the investors (including a Client’s general partner or other affiliate of ours) as current income; and

any amounts a Client’s advisory committee approves not to treat as portfolio fees.

Where required by a Client’s Governing Documents, receiving amounts that do not offset Management Fees gives us an incentive to maximize such amounts and to cause a Client to make and structure investments that could generate such amounts, even if we otherwise would not make such an investment in their absence. Notwithstanding the foregoing, subject to the terms of a Client’s Governing Documents, transactions giving rise to capital markets fees must be on terms no less favorable to a Client (as reasonably determined by us) than terms that could have been

obtained from an unaffiliated third party and, if required by such Client’s Governing Documents, we are required to disclose to the Client’s advisory committee, on an annual basis, a breakdown in reasonable detail of all capital markets fees paid by a Client, including a description of the services provided. Certain Clients’ Governing Documents allow us to receive portfolio fees from a Client’s portfolio investments, and we expect to receive portfolio fees over the life of certain Clients. The amount, structure, timing and other terms of any portfolio fee will vary depending on the terms of our agreements with each portfolio investment. Some portfolio fees are payable upon closing of a particular transaction or other events, whereas other portfolio fees are payable in annual installments, with the possibility that those annual payments accelerate upon specified events. For example, we charge certain portfolio investments annual monitoring fees under a management services agreement. The monitoring fees can be a fixed annual amount or a floating amount, sometimes based on a percentage of the investment’s earnings. There can be no assurance that the amount of fees charged will be proportional to the amount of hours or value of work performed on behalf of the portfolio investment. A management services agreement typically has a stated term of ten years, though we expect a management services agreement to terminate when a Client ceases to hold a material interest in the relevant portfolio investment. In certain circumstances (such as the occurrence of an initial public offering or a sale where a Client maintains a material interest), the termination of the management services agreement may result in the acceleration of the payment of all or a portion of the monitoring fees or may result in the payment of other exit, performance-based or termination fees. Portfolio fees are often received from operating companies, but we are also authorized to receive portfolio fees from holding companies or special purpose vehicles we establish to make investments, including those over which we exercise complete discretion. The fees paid by portfolio investments in these situations may be significant. We also may receive portfolio fees in-kind, including equity, profits interests, grants or other similar interests in a Client’s portfolio investment, which could be significant, and in hindsight, these amounts may ultimately be worth significantly more than if we had received cash. To the extent provided in a Client’s Governing Documents, to the extent we receive portfolio fees inkind, any Management Fee offset will not be applied until the non-cash consideration is disposed of for cash (or if not disposed of prior to the final disposition of the investment with respect to which such non-cash consideration was received, as of the date of the final disposition of such investment), and will be determined based on the fair value of the consideration at the time of disposition. In general, we typically do not negotiate portfolio fees with portfolio investments on an arm’s-length basis. Portfolio fees could adversely affect a portfolio investment’s financial performance. Where required by a Client’s Governing Documents, we report on an annual basis the amount of portfolio fees, if any, we receive to such Clients’ advisory committees or as requested depending on the requirements set forth in such Clients’ Governing Documents. In-House Services. Certain Clients are responsible, either directly or by reimbursing us and our affiliates (as applicable), for their proportionate share of the fees, costs and other expenses (including compensation and other overhead costs of our personnel (or an affiliate)) who provide certain legal, regulatory, tax, finance and accounting, information technology, fund administration and similar personnel and services as well as back office accounting and finance support (including oversight of third-party service providers and Portfolio Compliance) provided by us or an affiliate

to or for the benefit of Clients and Clients’ investments (including an allocable portion of personnel and related overhead expenses (see “Overhead”)) (such services, “in-house services”) if, for certain Clients, (i) such expenses would qualify as expenses of such Client, if such services were provided by third-party service providers, (ii) the general partner of the Client reasonably believes that it would be advantageous to a Client to have in-house personnel provide such services as compared to engaging a third party, whether due to cost, quality, efficiency or other considerations relating to the in-house provision of such services, and (iii) we reasonably believe it is in a Client’s best interests to have in-house personnel perform such services. For other Clients, such Clients are responsible, either directly or by reimbursing us and our affiliates (as applicable,) for in-house services if (a) the fees, costs and other expenses of these services would be paid by the Client if the services were provided by a third party, (b) we reasonably believe it is in the Client’s best interests to have in-house personnel perform such services; and (c) the costs of providing such services in-house are less than the amount that would be charged by a third party in an arm’s-length transaction. These services include, but are not limited to, for example:

legal, regulatory and tax services in connection with the organization, operation and activities of a Client, including preparation, negotiation, interpretation and implementation of Client organizational documents, investment due diligence, structuring, negotiation, execution, monitoring and exit-related activities, preparation and calculation of tax estimates, preparation of tax calculations, and tax and regulatory compliance, analysis, quarterly, annual and other reporting and filings;

financial management activities, including calculation of Management Fees and carried interest, financial tracking and reporting, preparing and recording capital activity, performing bank account reconciliations, calculating and maintaining track records, and preparing and presenting fund reporting to investors;

opening and administering bank accounts and brokerage accounts, custody administration, managing cash and prime broker financing, obtaining and administering or otherwise managing lines of credit, repurchase agreements and arrangements, margin (including reporting of counterparty pricing), position reconciliation, foreign exchange and other hedging and execution (where applicable);

assisting in and administering deal closings, distributions, capital calls and other funds flows, managing credit lines, fund expense review, fund performance monitoring and reporting, and fund working capital management;

accounts payable and receivable processing and process development, expense analysis and fund invoice execution, and cash collection;

portfolio investment valuation for fund financial reporting, reporting and analysis of portfolio investment information and supporting season and sell processes (where applicable);

Fund administration activities such as investor onboarding and transfer-related activities, maintaining investor databases, coordinating responses to investor requests and due diligence questionnaires (including legal, compliance, responsible investing, accounting, treasury and other specialist review of such questionnaires), processing investor audit confirmations and account updates, coordinating investor mailing and communications, publishing investor documents and meeting materials, and oversight of operational due diligence processes;

information technology development, implementation, maintenance and support services in connection with fund accounting and reporting software and other systems and programs used to provide services to a Client;

services related to the implementation of, and compliance with, legal, regulatory, responsible investing-related and other standards and commitments applicable to a Client, its portfolio investments and/or potential investments, including diligence thereof and any requirements relating to such standard and commitments that are included in investor side letters or investor policies; and

oversight of third-party service providers that provide the services described above.

We report the aggregate amount of any such reimbursement to such Client’s advisory committee on an annual basis or as requested depending on the requirements set forth in such Client’s Governing Documents. The amount of any such fees, costs and expenses may not be capped pursuant to the terms of the Governing Documents. Amounts paid to us or our affiliates by a Client with respect to these in-house services are in addition to the Management Fees. The amounts described above may not have been negotiated on an arm’s length basis and may be more or less than the amount a third party might charge for similar work. We will determine in our sole discretion whether reimbursement is appropriate. Occasionally, whether a service meets the criteria for reimbursement from a Client is not clear. In such circumstances, we will determine in our sole discretion whether reimbursement is appropriate. Our determinations regarding the types of activities for which we seek reimbursement will likely change over time, and additional activities not set forth in the examples above but that satisfy the criteria of in-house services are expected to be subject to reimbursement in the future. Services that TPG’s in-house professionals perform alongside a third-party provider that is also engaged on the matter are eligible for reimbursement to the extent we determine that such work meets the applicable criteria. We have developed processes to monitor the allocation of expenses relating to in-house services. Currently, we determine the monetary value of services performed by a TPG employee providing in-house services by reference to the aggregate annual compensation paid to the employee (including benefits, profits interests, equity interests (including restricted stock units or other equity awards in the Public Company) or other incentive-based compensation), plus an estimate of the overhead and other fixed costs allocable to the employee, and the amount of time spent by the employee providing the in-house services, which with respect to certain Clients, may be approximate. Additionally, with respect to certain Clients, a monthly time allocation is prepared for each individual service provider (e.g., our employee or other affiliate) to reflect the services he

or she provided to Clients, certain co-investment vehicles managed by us or Related Advisers, as applicable, and senior professionals in the relevant service group, and our legal or compliance professionals review the allocations on a quarterly basis for reasonableness. Depending on the requirements in a Client’s Governing Documents, our internal compensation team will adjust recorded time as necessary and/or we will review and/or compare the assigned monetary values against third-party benchmarks or, for certain Clients, actual third-party rates on an annual or other basis, which may, for the avoidance of doubt, be at the top of the range we determine to be reflective of rates in the applicable market and similar markets. For certain Clients, the Client will bear its share of the cost of benchmarking and the calculations described above, including research of third-party rates and, for such Clients, for time allocated to the Client, the Client bears the lesser of the third-party benchmark and the actual in-house service cost. Because the in-house expense allocation process relies on certain judgments and assessments that in turn are based on information and estimates from various individuals, the allocations that result are not likely to be exact. In addition, relevant comparisons may not be available for a number of reasons, including as a result of a lack of a substantial market of providers or users of such services or the confidential or bespoke nature of such services. We do not represent that any benchmarking ultimately will be accurate, comparable or relate specifically to the assets or services to which such rates or terms relate. Where such rates or terms include hourly components, we reserve the right to rely on approximations or estimates of time spent for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. In the future, we could use additional or different methods to allocate in-house expenses, including those used by TPG and its other businesses more broadly. Amounts paid to us and/or our affiliates by a Client with respect to these in-house services are in addition to Management Fees. The amounts described above have not been negotiated on an arm’s-length basis and may be more or less than the amount a third party might charge for similar work. Foreign Office Services. Non-U.S. vehicles and portfolio investments of a Client may receive operational, investment monitoring and risk management, director (or analogous function), entity administration or legal, regulatory, tax, accounting and similar services from TPG’s Luxembourg, Singapore, Amsterdam and other non-U.S. offices, if applicable. We refer to such services provided by such non-U.S. offices as “Foreign Office Services.” Each non-U.S. vehicle of a Client will, and each portfolio investment receiving Foreign Office Services may, reimburse the relevant affiliates of ours for its allocable share of the costs and expenses (including associated compensation and other related overhead costs of applicable personnel) incurred by such affiliates in connection with providing Foreign Office Services to a Client and the establishment, administration and maintenance of TPG’s entities and offices in foreign jurisdictions (and service and other arrangements with such entities) that are utilized to facilitate a Client’s structuring, making and managing of investments (including, in each case, any value added taxes or other sales taxes thereon). Reimbursements include personnel and related overhead expenses related to Foreign Office Services, including establishment costs of any new applicable non-U.S. offices, but do not include any amounts incurred in performing the investment advisory functions (e.g., the services customarily performed by investment professionals), which will not be reimbursable. These reimbursements will not constitute “portfolio fees” and will not be shared with a Client or the investors or reduce the Management Fee payable by any investor. Certain services could be treated as either Foreign Office Services or in-house services. We will determine whether to treat a particular service as a Foreign Office Service or an in-house service in its sole discretion. We are developing processes for the allocation of Foreign Office Services expenses, and currently expect

they will be similar to the in-house services processes described above. We could use additional or different allocation methods over time. Y Analytics. Y Analytics is a public benefit organization wholly owned by TPG which functions as TPG’s responsible investing arm. For certain Clients, Y Analytics works collaboratively with our investment professionals to support us, Clients and Related Funds, and portfolio investments by assessing and advising on sustainability risk management and value creation opportunities. Its goal is to help identify and evaluate financially material, investment-specific sustainability risks and performance factors to be considered in the investment decision-making and monitoring processes to ultimately help drive long-term value for investors in accordance with our fiduciary duties. Accordingly, it provides responsible investing-related services to Clients, Related Funds and portfolio investments, including services related to diligence (both portfolio investment and investor diligence) and portfolio-level initiatives. For certain Clients, Y Analytics also provides other impact analysis, assessment, underwriting and due diligence services. Depending on the particular service provided by Y Analytics or certain third parties to a Client or its portfolio investments such service will be categorized as an in-house service or Specialized Operational Service and any amounts paid to Y Analytics for such services will not reduce Management Fees payable by investors, subject to any annual caps on amounts charged as in-house services (see “Item 5 - In-House Services”) and Specialized Operational Services (see “Item 11 - Providers of Specialized Operational Services to Portfolio Investments”) set forth in the Client’s Governing Documents. For the avoidance of doubt, Y Analytics is designated as unaffiliated with TPG pursuant to certain Clients’ Governing Documents and for certain Clients, amounts paid to Y Analytics for services will be borne by such Clients as Fund expenses. Any amounts paid to Y Analytics for the services described above will not reduce Management Fees payable by investors or otherwise be shared with a Client. We utilize the services of Y Analytics in our discretion and a Client will directly or indirectly bear the fees, costs and expenses incurred by Y Analytics for the provision of these services notwithstanding the fact that Y Analytics is currently controlled by TPG. The relationship between Y Analytics and Clients gives rise to conflicts of interest. For example, we have an incentive to engage Y Analytics in connection with a prospective investment even if a third party could provide similar services. In addition, we are authorized to determine the categorization of Y Analytics expenses as in-house service expenses, Specialized Operational Service expenses, or, for certain Clients, Fund expenses. For certain Clients, because in-house services and Specialized Operational Services are subject to different per annum caps (if any), we have an incentive to categorize such services in a manner that allows such services to be borne by a Client and/or portfolio investments without exceeding any per annum caps, or to otherwise shift costs that would otherwise be borne by us. Overhead. In calculating reimbursement amounts for Specialized Operational Services, in-house services and Foreign Office Services, we include an estimate of overhead costs for the individuals providing the services. Our estimate sometimes varies depending on the nature and location of the work being performed. “Overhead” charges currently include, but are not limited to:

location costs: rent and other office costs, such as electricity, facilities services, catering charges and property taxes;

administrative costs: administrative personnel costs;

IT costs: information technology costs relating to hardware, software and technology costs of TPG’s infrastructure;

HR and recruiting costs: in-house human resource-related costs, and expenses paid to thirdparty talent agencies for recruiting; and

research-related costs: research costs and other miscellaneous expenses associated with items such as subscriptions to trade journals and databases.

We review our overhead estimates on a periodic basis, typically annually. We may change our overhead methodology over time. Travel Expense Reimbursements. As described above, Clients reimburse us for fund-related travel expenses of our personnel, including travel, rent, lodging, meals, transportation, entertainment and other similar costs and expenses relating to a Client’s organization, marketing, fundraising and investment activities (including diligencing, researching, locating, structuring, evaluating, consummating and realizing transactions and potential transactions that are considered for a Client, whether or not consummated), attending or sponsoring events that we reasonably believe may facilitate the sourcing of deal flow, investor site visits, meetings with any administrators or other third-party service providers, investor conferences and advisory committee meetings. Portfolio investments also often reimburse us for travel expenses, including travel relating to transactions, board service and other monitoring activities, and Specialized Operational Services. Travel reimbursements currently include, but are not limited to, items such as:

hotel accommodations and other forms of lodging;

air and ground transportation;

meals; and

incidental travel expenses.

As further described in Clients’ Governing Documents, we expect some of the fund-related travel, and the reimbursements we receive, to include “business class,” “first class,” limited use of private or charter aircraft or other forms of premium travel and accommodations. We and our personnel receive personal benefits and perquisites arising from fund-related and portfolio investmentrelated travel, including special credits and discounts provided from service providers. For example, airline travel or hotel stays typically result in frequent flyer or loyalty “miles,” “points,” or rebates for use by us and our personnel. These benefits will not be shared with Clients or portfolio investments and will not offset the Management Fee. Compensation Received by TPG Capital BD, LLC and Related Entities for Capital Markets Activity. Our related person TPG BD is a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority (“FINRA”).

TPG BD and related entities (including TPG Capital, Limited) typically receive compensation for the services they provide in connection with capital markets services. See “Participation of TPG BD and Related Entities in Capital Markets Activity” in Item 11 for additional information on such compensation and related conflicts of interest. To the extent permitted by a Client’s Governing Documents, a Client may pay TPG BD for any underwriting, private placement, arranging or similar broker-dealer fees, discounts or commissions in connection with securities offerings or loan syndications. While we believe such fees, commissions and other compensation are reasonable and generally charged at market rates for the relevant activities, such compensation may not in each case be negotiated at arm’s length and from time to time may be in excess of fees, commissions or other compensation that may be charged by an unaffiliated third party. Subject to a Client’s Governing Documents, Clients generally will not have the right to share in, or Management Fee or Performance Compensation offset for, any compensation received by TPG BD. TPG BD will only serve as a broker-dealer in a transaction for a Client or its portfolio investment if we determine it is consistent with our fiduciary duties. TPG BD’s business continues to evolve and expand. It is possible that TPG BD will earn fees for engaging in other transactions that relate to a Client or its portfolio investments. When TPG BD acts as the placement agent for a Client in respect of securities or instruments issued by the Client, no commission or other compensation is received by TPG BD from such Client or its investors for such service.

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.

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.

Mutual Funds Act Regulation. Certain Clients are registered as mutual funds pursuant to section 4(3) of the Mutual Funds Act (As Revised) of the Cayman Islands (“Mutual Funds Act”) and are therefore regulated as a mutual fund by CIMA. As regulated mutual funds, CIMA may at any time instruct such Clients to have their accounts audited and to submit them to CIMA within such time as CIMA specifies. Failure to comply with these requests by CIMA may result in substantial fines on the part of the relevant general partners and may result in CIMA applying to the court to have the applicable Clients wound up.

Special Economic, Transparency, Liquidity and Other Rights. A Client has the absolute discretion to agree with any investor to waive or modify the application of any terms described in the Client’s Governing Documents or other provisions of the Governing Documents with respect to such investor or to create new terms in addition to those described in such Governing Documents without obtaining the consent of any other investor (other than an investor whose contractual rights as an investor would be materially and adversely changed by such waiver, modification or creation of new terms) and without entitling any other investor to such waiver, modification or new term(s). Also, a Client may grant preferential economic, transparency and liquidity rights to certain investors, as well as certain other rights. A combination of special economic, transparency and liquidity rights for some investors may have an adverse impact on the remaining investors.

Exculpation and Indemnification. Clients’ Governing Documents limit the circumstances under which we can be held liable to them. As a result, Clients have a more limited right of action in certain cases than they would in the absence of such a contractual limitation. Clients generally indemnify us for liabilities incurred in connection with their advisory services, which may be material.

Potential Reporting Obligations. Acquisitions by a Client of equity securities are expected to result from time to time in reporting and compliance obligations under the Securities Exchange Act of 1934, as amended and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or their equivalent regimes in non-U.S. jurisdictions. In addition, a Client will be subject to tax reporting requirements in the United States and likely in other jurisdictions. A Client will bear the costs of compliance with any such reporting obligations.

Disclosure of Information. Certain investors are subject to state public records, freedom of information or other similar laws that compel public disclosure of confidential information regarding the relevant Client, its investments and its other investors, and such Client may be required to disclose confidential information in connection with transactions.

Limited Access to Information. It is anticipated that Clients’ general partners and their affiliates will obtain certain types of material information from or relating to portfolio investments that will not be disclosed to investors because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of the general partners’ control. Decisions by the general partners or their affiliates to withhold information may have adverse consequences for investors in a variety of circumstances. Additionally, it is anticipated that investors that designate representatives to participate on an advisory committee generally may have more or earlier information about a Client and its investments in certain circumstances than other investors.

Misconduct of Employees and of Third-Party Service Providers. Clients rely on a substantial number of personnel of TPG, counterparties and other service providers. Accordingly, risks associated with errors of such personnel are inherent in the business and operations of a Client. Misconduct by such personnel could cause significant losses to a Client. Although we expect to adopt measures to prevent and detect employee misconduct and to transact with reliable counterparties and third-party providers, such measures may not be effective in all cases.

Charitable and Political Contributions. We may, from time to time, require, cause or invite a Client to make contributions to charitable initiatives or other nonprofit organizations. In certain instances, such charitable initiatives could be sponsored by, affiliated with or related to current or former employees of TPG, a Client’s management teams, advisors, operating partners, service providers, vendors, joint venture partners and/or other persons or organizations associated with TPG or other Clients. These relationships could influence our decision whether to require, cause or invite a Client to make charitable contributions. Further, from time to time, such charitable contributions by a Client could supplement or replace charitable contributions that TPG would have otherwise made.

Social Media. The use of social networks, message boards and other internet channels has become widespread within the U.S. and globally. The spread of information or misinformation regarding TPG, Clients, portfolio investments or their respective affiliates could result in material and adverse effects on any of the foregoing.

Audit-Related Risk. The tax treatment of Clients and investment portfolios is complex. There is no assurance that the tax positions taken by us will be accurate.

Risks Associated with Investing and Investments

Alternative Investment Risk. Alternative investments (1) involve a high degree of risk, (2) often engage in leveraging and other speculative investment practices that increase the risk of investment loss, (3) can be highly illiquid with extended lock-up periods where assets may not be sold, (4) often lack a secondary market to purchase shares that investors care to redeem, (5) are not required to provide periodic pricing or valuation information to investors, (6) sometimes involve complex tax structures and delays in distributing important tax information, (7) are not subject to the same regulatory requirements as publicly traded securities, (8) often charge high fees that offset any trading profits, and (9) in many cases execute investments that are not transparent and are known only to the investment manager.

Controlling Interests and Provision of Managerial Assistance. The designation of our professionals and/or Senior Advisors as directors and the exercise of control over a portfolio investment imposes additional risks of liability for environmental damage, product defects, pension and other fringe benefits, failure to supervise management, violation of laws and governmental regulations (including securities laws) and other types of liability, for which the limited liability generally afforded to investors may be ignored. If these liabilities were to arise, a Client may suffer a significant loss, exposing the assets of the Client to claims by a portfolio investment, its other security holders, its creditors or governmental agencies, which may exceed the value of the Client’s initial investment in that portfolio investment.

Non-Controlling Investments. A Client often holds a minority of the outstanding voting interests of a portfolio investment and may hold investments in derivatives, debt instruments or other securities that do not entitle the Client to voting rights, and therefore, may have a limited ability to protect its investment in any such portfolio investment. A Client will be subject to the risk that a portfolio investment it does not control, or in which it does not have a majority ownership position, may make decisions with which it disagrees, and the equity holders and management of such a portfolio investment may take risks or otherwise act in ways that are adverse to the Client’s interests.

Third-Party Involvement. Clients co-invest from time to time with third parties through joint ventures or other entities. These investments involve risks in connection with such third-party involvement, including the possibility that a third-party co-investor or coventurer has financial, legal or regulatory difficulties that negatively affect the investment, has economic or business interests or goals that are inconsistent with those of a Client or is in a position to take (or block) action in a manner contrary to a Client’s investment objectives.

General Business and Market Risk. The investments made by Clients involve a high degree of business and financial risk that can result in substantial losses. In particular, these risks could arise from changes in the financial condition or prospects of the entity in

which the investment is made, changes in national or international economic and market conditions, and changes in laws, regulations, regulatory interventions, fiscal policies, monetary policies, trade barriers (including tariffs) or political conditions of countries in which investments are made, including the risks of war and the effects of terrorist attacks. Our view on these matters may prove to be incorrect, in which case a Client’s investments may perform worse than anticipated.

Increased Regulatory Oversight. The financial services industry generally, and the activities of private investment funds and their managers, in particular, have in recent years been subject to intense and increasing regulatory oversight. Such scrutiny may increase Clients’, their general partners’ and our exposure to potential liabilities and will increase legal, compliance and other related costs.

Regulatory Environment. Legal, tax and regulatory changes could occur during the term of a Client that may adversely affect such Client or its investors. Laws affecting foreign investment and business continue to evolve around the world, particularly in the United States and Europe, and may change during the term of a Client and may adversely affect such Client, its investments or its investors.

Developments in Financial Markets. The global financial markets in the recent years have gone through pervasive and fundamental disruptions. In light of such market turmoil and the overall weakening of the financial services industry, the financial condition of Clients, prime brokers, counterparties and other financial institutions can adversely be affected, and they may become subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on Clients’ business and operations.

Extensive Government Regulation. The extensive government regulation of certain industries in which certain Clients invest creates additional uncertainty and risks for Clients.

Weak Economy Could Trigger Defaults. An economic slowdown is likely to increase delinquencies, defaults and foreclosures, and adversely affect a Client’s investments and/or a Client’s ability to invest in additional loans. Periods of economic slowdown or recession may be accompanied by decreased demand for consumer credit, decreased asset values and an increased rate of delinquencies, defaults and foreclosures. Any material decline in asset values would increase the loan-to-value ratios on loans that a Client holds, weaken the Client’s collateral coverage and increase the possibility and severity of a loss if a borrower defaults.

European Sustainability-Related Disclosure and Reporting Frameworks May Lead to Increased Compliance Costs. Clients that raise capital across one or more European Member States must comply with the EU detailed sustainability-related disclosure regime. Compliance with frameworks of this nature may create an additional compliance burden and increased legal, compliance, governance, reporting and other costs to funds, fund managers and/or portfolio investments because of the need to collect certain information to meet the disclosure requirements.

Regulatory Divergence and Changes in the Political Environment of the UK and Europe. The UK left the EU on January 31, 2020 (commonly referred to as “Brexit”). Although one cannot predict the full effect of Brexit, it has already had a significant adverse impact on the UK, European and global macroeconomic conditions and could continue to cause prolonged political, legal, regulatory, tax and economic uncertainty. This uncertainty is likely to continue to impact the global economic climate and may impact opportunities, pricing, availability and cost of bank financing, regulation, values or exit opportunities of companies or assets based, doing business or having service or other significant relationships in, the UK or the EU, including companies or assets held or considered for prospective investment by Clients.

AIFM Directive and UK AIFMR. With respect to European regulation, the AIFM Directive and the UK AIFMR set out minimum conditions applicable to the marketing of interests in alternative investment funds (“AIFs”) domiciled outside the EEA and the UK, respectively, in the member states of the EEA (each, a “Member State”) and the UK, respectively. There is a risk that an EEA Member State or UK regulatory or governmental authority may find that the AIFM Directive or the UK AIFMR does apply to us or a Client. Such a finding may result in a regulatory or governmental authority or court in one or more EEA Member States or the UK requiring us or a Client to return any capital or other funds to investors or otherwise seeking to take other enforcement or remedial action against us and/or a Client. Additionally, in March 2024, a Directive amending the AIFM Directive was published in the Official Journal of the EU (“AIFMD II”), which imposes obligations that may be applicable to us and the Clients. The potential impact of the AIFMD II is unclear at this time but it could result in additional compliance-related costs for funds that are marketed to investors in the EEA.

Credit Investments in the EU. Directive (EU) 2021/2167 (the “Credit Servicers Directive”) requires investors who acquire, manage or sell certain non-performing loans (“NPLs”) issued by or novated to EU credit institutions in the secondary market, to comply with the Credit Servicers Directive in respect of transfers of NPLs that completed on or after December 30, 2023. Where certain Clients are purchasers of relevant NPLs, they may be subject to the requirements of the Credit Servicers Directive, including requirements to appoint an appropriately authorized credit servicer to administer consumer NPLs and to comply with certain disclosure and reporting provisions. Compliance with the Credit Servicers Directive may increase overall costs and expenses for certain Clients.

EU and UK Risk Retention Requirements. Securitisation regulations in the EU and UK impose due diligence obligations on certain regulated investors and generally prohibit investing in securitisations unless the originator, sponsor or original lender retains at least a 5% material net economic interest and specified information and due diligence conditions are met. Where certain Clients’ investments are treated as securitisations (e.g., CLOs), we or our advised vehicles could be required to act as the risk retention holder, which may increase costs, limit eligible investments and strategies, and adversely affect performance.

U.S. Risk Retention Rules. The federal interagency credit risk retention rules (“U.S. Risk Retention Rules”) implementing the credit risk retention requirements of Section 941 of the Dodd-Frank Act generally require one of the “sponsors” of a “securitization

transaction” to retain (either directly or through a “majority-owned affiliate”) not less than 5% of the “credit risk” of “securitized assets” (as such terms are defined in the U.S. Risk Retention Rules). There is no assurance that the transactions contemplated by certain Clients are not subject to the U.S. Risk Retention Rules, and none of such Clients, us or any other persons makes any representation that such would be the case or that any applicable governmental authority will agree that such is the case.

Risk Retention Entities. We or any of our affiliates may structure certain special purpose vehicles (each, a “Risk Retention Entity”) to address various regulatory requirements and risk retention rules imposed on any of its securitization activities, including, without limitation, the regulatory requirement that an entity of economic and operational substance serve as sponsor or originator for European securitization activity. A Risk Retention Entity may be required to hold more than one investment, and, as a result, each Client with an interest in such Risk Retention Entity could incur a loss greater than it would otherwise be exposed to, or otherwise would incur, had each such investment been held by a separate and distinct entity.

Eurozone Risks. Certain Clients expect to invest from time to time in European companies and companies that have operations affected by the Eurozone economy. In the past, concerns emerged over potential default of certain EU member states and the stability of the Eurozone as a whole. There is a risk that, in the future, certain member states of the EU may default, and if such expectations of a default increase, these defaults or anticipation of such defaults, as the case may be, could have a material adverse impact on the Eurozone and/or certain member states, on the performance of investments both in countries that experience the default and in other countries within the EU and/or the Eurozone, as well as, due to the interdependence of the global economy, on other countries globally in which certain Clients hold investments, and consequently, on such Clients.

Shadow Banking Regulation. While, at this stage, it is difficult to predict the scope of any new regulations regarding “shadow banking” (a term generally taken to refer to credit intermediation involving entities and activities outside the regulated banking system), if such regulations were to extend the regulatory and supervisory requirements currently applicable to banks, or a Client was considered to be engaged in “shadow banking,” the regulatory and operating costs associated therewith could adversely impact the implementation of the Client’s investment strategy and the Client’s returns and may become prohibitive.

Accounting Standards. Investments may be made in countries where generally accepted accounting standards and practices differ significantly from those practiced in the United States. The evaluation of potential investments and the ability to perform due diligence may be affected.

Market Structure Requirements Applicable to Derivatives. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) enacted, and the U.S. Commodity Futures Trading Commission (the “CFTC”) and SEC have issued or proposed rules to implement, both broad new regulatory requirements and broad new structural requirements applicable to over-the-counter (“OTC”) derivative markets and, to a lesser

extent, listed commodity futures (and futures options) markets. Similar rules are already in place or in the process of being implemented in the EU, the UK, Japan and other major financial markets. While these changes are intended to mitigate systemic risk and to enhance transparency and execution quality in the OTC derivative markets, we do not know the impact of these changes at this time.

New Market Participant Registration and Other Requirements. Pursuant to the DoddFrank Act, certain OTC derivative trading counterparties and major OTC derivatives market participants are or will be required to register with the CFTC and/or the SEC as swap dealers, security-based swap dealers, major swap participants and/or major securitybased swap participants. Many of the swaps counterparties with which the Clients may transact are or will be subject to the above registration requirements and compliance requirements, which have increased (or will increase) the overall costs for OTC derivative dealers, which may have been (or will be) passed along, at least partially, to market participants in the form of higher fees or less advantageous dealer marks. It is unclear how the OTC derivatives markets will adapt to this new regulatory regime, which may impair liquidity in certain OTC derivatives and adversely affect the quality of execution pricing obtained by the Clients, all of which could adversely impact a Client’s investment returns.

Clearing, Trading and Margining Requirement of the OTC Derivatives Markets. The Dodd-Frank Act requires that a substantial portion of OTC derivatives that were historically executed on a bilateral basis in the OTC markets be submitted for clearing to clearing houses and in some cases, executed on qualified, regulated exchanges or execution facilities. OTC derivatives trades submitted for clearing are subject to initial and variation margin requirements set by the relevant clearing house. The CFTC, the SEC, and U.S. prudential regulators also have imposed margin requirements on non-cleared OTC derivatives. Clearing, margining and exchange-trading requirements may make it more difficult and costly for Clients to enter into OTC transactions. They may also render certain strategies in which Clients might otherwise engage impossible or so costly that they will no longer be economical to implement.

Use of OTC Derivative Instruments. A Client may enter into OTC derivative agreements. The risk of nonperformance by the obligor on such an instrument may be greater, and the ease with which a Client can dispose of or enter into closing transactions with respect to such an instrument may be less, than in the case of an exchange-traded instrument. In addition, significant disparities may exist between “bid” and “asked” prices for derivative instruments that are not traded on an exchange. Many of the protections afforded to participants in a regulated environment may not be available in connection with such transactions.

Credit Default Swaps. A Client may purchase and sell credit derivatives contracts, including credit default swaps (“CDS”), both for speculative and hedging purposes. CDSs generally trade on the basis of theoretical pricing and valuation models, which may not accurately value such swap positions when established or when subsequently traded or unwound under actual market conditions.

Interest Rate Hedging Transactions. A Client may from time to time purchase or sell various financial instruments when seeking to mitigate risk associated with interest rates. However, it is generally impossible to fully hedge risk associated with interest rates given the uncertainty as to fluctuations in interest rates. Conversely, at times a Client may believe that it is not advisable to enter into interest rate hedging transactions and instead elect to remain unhedged against interest rates risk; accordingly, such Client may be exposed to fluctuations in interest rates.

European Market Infrastructure Regulation. It is difficult to predict the full impact of changes to the EU regulatory framework and legal regime relating to derivatives on Clients. Prospective investors should be aware that the regulatory changes may in due course significantly raise the costs of entering into derivative contracts and may adversely affect Clients’ ability to engage in transactions in derivatives.

MiFID II Obligations. We are a non-EEA/non-UK investment company and are, therefore, not directly subject to Directive 2014/65/EU of 15 May 2014 on markets and financial instruments and Regulation (EU) No 600/2014 of 15 May 2014 on markets and financial instruments (“MiFID II”), but may be indirectly affected. The regulatory obligations imposed by MiFID II may impact on, and constrain the implementation of, the investment strategy of Clients.

Position Limits. The Dodd-Frank Act significantly expanded the scope of the CFTC’s authority and obligation to require reporting of, and adopt limits on, the size of positions that market participants may own or control in commodity futures and futures options contracts and swaps. We do not know the full impact of these recent changes at this time. Individually and collectively, position limits and associated aggregation requirements could increase the costs to a Client of maintaining positions in commodity futures and futures option contracts and swaps and reduce the level of exposure a Client is able to obtain (whether for risk management or investment purposes) through commodity futures and futures option contracts and swaps. These requirements could also impair liquidity in certain swaps and adversely affect the quality of execution pricing obtained by a Client, all of which could adversely impact a Client’s investment returns.

Commodity Prices. Prices for oil and natural gas and other commodities that a Client may be exposed to are subject to large fluctuations in response to relatively minor changes in the supply of and demand for such commodities, market uncertainty and a variety of additional factors beyond the Client’s control.

Total Return Swaps and Other Synthetic Instruments. A Client may invest in synthetic or pass-through arrangements, such as total return swaps. Seeking exposure to reference assets through synthetic arrangements presents risks different from those involved in direct investments in such types of assets. The Client may have no right to enforce compliance by the reference entity with the terms of the reference obligation and may not have any voting or other consensual rights of ownership with respect to the reference obligation.

Data Privacy and Security Laws and Regulations. We will endeavor to maintain systems that promote compliance with data privacy and security laws, both those adopted to date

and those that may be adopted in the future, but there can be no assurance that these systems will be effective. Failure to comply with such laws could result in significant fines, damages or restrictions on our ability to process personal information that could have a material adverse effect on Clients.

Antitrust Risk. A Client and its portfolio investments will be subject to antitrust and competition rules that apply in the U.S. and the countries or regions where they do business, and there has been increased scrutiny from antitrust regulators around the world. The application of those rules and the increased scrutiny by authorities could result in sanctions, fines or penalties, including civil damage actions, delays or other difficulties in consummating a Client’s investments or divestments.

Tax Uncertainty. Clients may invest in jurisdictions in which the tax treatment of Clients and the taxation of their activities or income are uncertain. Similarly, there may be changes in tax laws or interpretations of tax laws (including retroactively) in a jurisdiction in which Clients or one of their subsidiaries operates, is managed, is advised, is promoted or invests, or in which any of the investors is resident, that are adverse to Clients, their subsidiaries or their investors.

Changes of Law and Regulation. In addition to the risks regarding regulatory approvals and licenses, government counterparties may have the discretion to change or increase regulation of an investment, or implement laws or regulations affecting such investment, separate from any contractual rights such government counterparty may have. An investment also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements.

Uncertainty Regarding Investments. The due diligence process is subjective at times and may be undertaken on an expedited basis and/or on the basis of imperfect information in order to take advantage of available investment opportunities. As a result, the due diligence investigation may not reveal or highlight all relevant facts that are necessary or helpful in evaluating an investment opportunity. Clients’ due diligence investigations cannot ensure the success of their investments.

Unspecified Investments; Lack of Sufficient Investment Opportunities. A Client may be unable to find a sufficient number of attractive opportunities to invest its available capital or meet its investment objectives. Further, we cannot assure that what we perceive as an attractive investment opportunity will not, in fact, result in substantial losses due to one or more of a wide variety of factors.

Additional Capital Requirements of Portfolio Investments. Certain of a Client’s portfolio investments, especially those in a development phase, require additional financing to satisfy their working capital requirements or acquisition strategies. The availability of capital is generally a function of capital market conditions that are beyond the control of a Client or any portfolio investment. There can be no assurance that we or the portfolio investment will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source.

Dependence on Patents, Trademarks and Other Intellectual Property. Certain Client investments will depend heavily or rely on a combination of patent, copyright, trademark and trade secret protection and non-disclosure agreements to establish and protect proprietary rights. The ability to effectively enforce patent, trademark and other intellectual property laws will affect the value of many of these portfolio investments. There can be no assurance that a Client or a portfolio investment will be able to protect these rights or will have the financial resources to do so, or that competitors will not develop technologies substantially equivalent or superior to a portfolio investment’s technologies.

In-Kind Distributions. Clients may make distributions in cash, in-kind or in a combination thereof. The risk of loss and delay in liquidating in-kind distributions will be borne by investors, with the result that such investors may ultimately receive less cash than was reflected in the fair value of such assets as determined pursuant to the Governing Documents and may be required to hold the asset distributed in-kind for an indefinite amount of time.

Quantitative Model Risks. We expect to employ quantitative-based financial/analytical models to aid in the selection of investments for certain Clients, to allocate investments across various strategies and subsectors and to determine the risk profile of those Clients. When any such quantitative models are employed, the success of a Client’s investment and trading activities will depend, in large part, on the viability of these models. There can be no assurance that the models are currently viable, or, if the models are currently viable, that they will remain viable during the term of a Client, due to various factors, including the quality of the data input into the models and the assumptions underlying such models, which to varying degrees involve the exercise of judgment, as well as the possibility of errors in constructing or using the model.

Weather and Climate Risk. While certain Clients see economic opportunities in climate change and carbon reduction, global climate change is widely considered to be a significant threat to the global economy. We cannot rule out the possibility that climate risks, including changes in weather and climate patterns, could result in unanticipated delays or expenses and, under certain circumstances, could prevent completion of investment activities once undertaken, any of which could have a material adverse effect on an underlying investment or a Client.

Environmental Matters. The ordinary operation of, or the occurrence of an incident with respect to, a borrower or asset could cause major environmental damage, which could result in significant financial distress to such asset or borrower if not covered by insurance.

Responsible Investing. We maintain a Responsible Investing Policy and related guidelines, which we apply, as applicable, to the Clients’ investment portfolios. We seek to integrate material sustainability factors into our investment decision-making processes and operating philosophy where we believe these efforts will contribute to investment return through value creation and/or risk mitigation, as part of driving long-term value for our investors and shareholders in accordance with our fiduciary duties. The act of selecting and evaluating financially material responsible investing factors is subjective by nature and we

may be subject to competing demands from investors and other stakeholder groups with divergent views on responsible investing matters, including the relevance and role of particular factors and approaches in the investment process. Our approach is customized to particular strategies and investment opportunities, as applicable, as risks and opportunities may differ by strategy or investment. Accordingly, the extent to which material sustainability factors are taken into account will vary by platform, strategy, investment opportunity and other relevant factors and in some cases may be limited due to, among other considerations, the nature of the investments, access to information and the ability to influence sustainability-related outcomes at investee companies. We do not apply categorical industry or other investment restrictions across our strategies, nor do we apply universal sustainability targets or mandates across our investments or portfolio companies. There is no guarantee that the criteria utilized or judgment exercised by us, Y Analytics, or a third-party advisor related to responsible investing matters will reflect the views, internal policies or preferred practices of any particular investor or other asset managers or be aligned with market trends. Responsible investing factors are just some of many inputs evaluated when making investments for a Client, and we seek to integrate the consideration of these factors alongside other investment factors. Our process to evaluate material responsible investing factors and appropriately manage them may present risks related to incomplete, inaccurate or unavailable third-party data, which could lead to incorrect assessments or indirect exposure to unsuitable investments for a Client.

Sustainability-Related Legal Developments. There is growing regulatory interest in several jurisdictions in improving transparency around how sustainability performance is measured by asset managers and operating companies, in order to allow investors and other stakeholders to validate and better understand sustainability matters. This could result in additional costs for the Clients and/or changes in how our responsible investing program is administered. In addition, our responsible investing program and our firm could become subject to additional regulation, regulatory scrutiny, penalties and enforcement related to sustainability in the future, and we cannot guarantee that our current approach or a Client’s investments will meet future regulatory requirements or be aligned with reporting frameworks, market practices or the views or expectations of investors, regulators or other stakeholders, which could increase the risk of related enforcement or other scrutiny.

“Anti-ESG” Developments. Some U.S. jurisdictions have adopted, enacted or proposed “anti-ESG” policies or legislation, taken initiatives, or made legal interpretations related to what those jurisdictions view as problematic practices. If investors subject to such policies, legislation, initiatives or interpretations view the Clients or responsible investing practices, including our climate-related impact strategies, as being in contradiction of such policies, legislation, initiatives or legal interpretations, such investors may not invest in, or may seek to exit, the Clients, and our ability to maintain the size of the Clients could be impaired.

Anti-Money Laundering and Anti-Terrorism Measures. Clients, their general partners and we may become subject to certain anti-money laundering and customer identification regulations promulgated pursuant to applicable anti-money laundering laws and regulations. Steps necessary to comply with such anti-money laundering laws and regulations may include obtaining additional information regarding the identity of

investors and their beneficial owners, if any, and disclosing that information to such parties or to law enforcement or regulatory authorities.

Economic Sanctions and Anti-Corruption Considerations. Economic sanctions laws, rules, and regulations administered or enforced by governmental authorities in the United States and other jurisdictions may prohibit us, a Client and its portfolio investments from transacting with certain countries, individuals and companies or otherwise engaging in certain dealings.

CFIUS and Foreign Direct Investment Considerations. Non-U.S. investors, in the aggregate, are expected to comprise a substantial portion of certain Clients’ aggregate capital commitments, which increases the risk that such Clients could be considered a foreign person under the regulations administered by the CFIUS (as defined below). If that is the case, certain investments by a Client that involve the acquisition of a U.S. business may be subject to review and approval by CFIUS. CFIUS may seek to impose limitations on or prohibit one or more of a Client’s investments. Such limitations or restrictions may prevent a Client from maintaining or pursuing investments, which could adversely affect the Client’s performance with respect to such investments (if consummated) and thus the Client’s performance as a whole. Moreover, heightened scrutiny of foreign investment in companies by CFIUS may constrain the universe of suitable buyers for a portfolio investment and thus may limit a Client’s ability to successfully exit investments.

Availability of Financing. A Client’s ability to invest in portfolio investments may depend on the availability and terms of any borrowings that are required or desirable with respect to such investments. A decrease in the availability of financing (or an increase in the interest cost) for leveraged transactions, whether due to adverse changes in economic or financial market conditions or a decreased appetite for risk by lenders, would impair a Client’s ability to consummate these transactions and would adversely affect the Client’s returns.

Hedging Policies and Risks; Synthetic Investments. In connection with certain investments, some Clients employ hedging techniques intended to reduce the risks of these investments, including, for example, adverse movements in interest rates, securities prices and currency exchange rates. However, we are not required to employ hedging techniques in connection with a Client’s investments, and may be unable to anticipate all risks against which we could employ such hedges. In addition, hedging transactions have risks, including the imperfect correlation between the value of such instruments and the underlying assets and the possible default of the other party to the transaction or illiquidity of the derivative instruments. With respect to any investments in synthetic instruments, a Client will be subject to the credit risk of the synthetic instrument counterparty, and, in the event of the insolvency of that counterparty, the Client generally will be treated as a general creditor of that counterparty and will not have any claim of title with respect to the underlying asset.

Investment Vehicles. A Client may (i) create an investment vehicle, contribute the Client’s assets to such investment vehicle (or make a follow-on investment directly through such investment vehicle), and cause such investment vehicle to incur borrowings, which may be

secured by the investment vehicle’s assets or (ii) cause multiple of such investment vehicles to engage in joint borrowings and/or secure any such borrowings on a cross-collateralized basis. Such usage of investment vehicles potentially increases the risk of the applicable investment, including the risks associated with collateralized investments held through the same leverage facilities.

Financial Fraud. Instances of fraud and other deceptive practices committed by senior management of certain companies in which a Client invests may undermine our due diligence efforts with respect to such companies, and if such fraud is discovered, negatively affect the valuation of such Client’s investments. In addition, when discovered, financial fraud may contribute to overall market volatility which can negatively impact a Client’s investment program.

Due Diligence Risks. When conducting due diligence and making an assessment regarding a potential portfolio investment, we will be required to rely on resources available to us, including internal sources of information as well as information provided by existing and potential obligors, any equity sponsor(s), lenders and other independent sources. The due diligence process may at times be required to rely on limited or incomplete information. Any failure by us to identify relevant facts through the due diligence process may cause it to make inappropriate investment decisions, which may have a material adverse effect on the performance of a Client, and, by extension, the Client’s business, financial condition, results of operations and the value of its interests.

Credit Risk. Performance and investor yield may be affected by the default or perceived credit impairment of investments made by a Client and by general or sector specific credit spread widening. Credit risks associated with investments include (among others): (i) the possibility that earnings of the obligor may be insufficient to meet its debt service obligations; (ii) the obligor’s assets declining in value; and (iii) the declining creditworthiness, default and potential for insolvency of the obligor during periods of rising interest rates and economic downturn.

Use of Leverage. We may cause a Client to borrow money and otherwise incur indebtedness or obligations or give guaranties or indemnities. The use of leverage by a Client increases the exposure of its portfolio investments to adverse economic factors such as rising interest rates, severe economic downturns or deteriorations in the condition of an investment or its market.

Forward Trading. A Client’s investment strategy may include forward trading. Forward contracts and options thereon are not traded on exchanges and are not standardized. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. Disruptions can occur in any market traded by a Client due to unusually high trading volume, political intervention or other factors. Market illiquidity or disruption could result in major losses to a Client. The U.S. federal tax consequences of a Client entering into such forward transactions is unclear.

Derivative Instruments. A Client may use various derivative instruments, including options, futures, options on futures, interest rate caps and floors and collars, forward contracts, swaps and other derivatives that may be volatile and speculative. Certain positions may be subject to wide and sudden fluctuations in market value, with a resulting fluctuation in the amount of profits and losses. Use of derivative instruments presents various risks, including the following: O

Tracking. When used for hedging purposes, an imperfect or variable degree of correlation between price movements of the derivative instrument and the underlying investment sought to be hedged may prevent a Client from achieving the intended hedging effect or expose the Client to the risk of loss.

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Liquidity. Derivative instruments, especially when traded in large amounts, are not liquid in all circumstances, so that in volatile markets, Clients may not be able to close out a position without incurring a loss. In addition, daily limits on price fluctuations and speculative position limits on exchanges on which Clients conduct transactions in certain derivative instruments may prevent prompt liquidation of positions, subjecting Clients to the potential of greater losses.

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Leverage. Trading in derivative instruments can result in large amounts of synthetic leverage. Thus, the leverage offered by trading in derivative instruments may magnify the gains and losses experienced by a Client and could cause a Client’s net asset value to be subject to wider fluctuations than would be the case if derivative instruments that provide leverage were not used.

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Counterparty and Credit Risk. To the extent that contracts for investment will be entered into between Clients and a market counterparty as principal (and not as agent), Clients are exposed to additional risk that the market counterparty may, in an insolvency or similar event, be unable to meet its contractual obligations to such Clients.

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Over the Counter Trading. Derivative instruments that are purchased or sold include instruments not traded on an exchange. Over-the-counter options derivatives are bilateral contracts with price and other terms negotiated by the buyer and seller. The risk of nonperformance by the obligor on such an instrument may be greater and the ease with which Client portfolios can dispose of or enter into closing transactions with respect to such an instrument may be less than in the case of an exchange-traded instrument.

Necessity for Counterparty Trading Relationships. An inability to maintain or establish relationships to obtain financing, derivative intermediation and prime brokerage services that permit a Client to trade in any variety of markets or asset classes would limit the Client’s trading activities and could create losses, preclude the Client from engaging in certain transactions or obtaining financing, derivative intermediation and prime brokerage services and prevent the Client from trading at optimal rates and terms.

Broker or Dealer Insolvency. A Client’s assets may be held in one or more accounts maintained for the Client by its prime brokers or at other brokers, which may be located in various jurisdictions. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a prime broker or any of its sub-custodians, agents or affiliates, or a local broker, it is impossible to generalize about the effect of its insolvency on a Client and its assets. Investors should assume that the insolvency of any of the prime brokers or such other service providers would result in a loss to a Client, which could be material.

Risks of Using Loan Servicers. The value of certain of Client investments may be dependent on the satisfactory performance of servicing obligations by a loan servicer. If a servicer is unable to perform all of its obligations, it could result in reductions or delays in the payments on certain investments. In addition, if an entity which is providing services to the loans held by a Client becomes subject to litigation relating to mortgage loans, this may increase the costs of using such servicer as well as affect the ability of such servicer to perform its obligations. No assurance can be made as to the effect that such a litigation may have on a Client. Also see, “Conflicts Related to the Hiring of Asset Managers or Servicers” for a discussion of conflicts of interest related to the hiring of asset managers, servicers or other strategic counterparties.

Investment Modification Risk. The terms and conditions of the payment obligation arising from investments could be modified, amended or waived in a manner contrary to the preferences of a Client if a sufficient number of the other lenders concurred with such modification, amendment or waiver. There can be no assurance that any obligations arising from an investment will maintain the terms and conditions to which a Client originally agreed. The exercise of remedies may also be subject to the vote of a specified percentage of the lenders thereunder. Any amendment, waiver or modification of an investment could adversely impact a Client’s returns.

Lender Liability Considerations and Equitable Subordination. In recent years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed “lender liability”). A Client could be subject to allegations of lender liability and claims from creditors of an obligor that the investments issued by such obligor that are held by the Client should be equitably subordinated. There can be no assurance that such claims will not be asserted or that the Client will be able successfully to defend against them. It is anticipated that a Client may seek to place its representatives on the boards of certain companies in which the Client have invested. Such involvement may prevent the Client from freely disposing of its debt investments and may subject the Client to additional liability or result in re-characterization of the Client’s debt investments as equity. The exercise of a Client’s right with respect to such companies could produce adverse consequences in particular situations.

Risks Associated with Publicly Traded Securities; Illiquidity. When investing in publicly traded securities, a Client may be unable to obtain financial covenants or other contractual rights, including management rights, that it might otherwise be able to obtain in making privately negotiated investments. Investments in securities of publicly traded companies

may be sensitive to movements in the stock market and trends in the overall economy. In addition, a Client may hold a significant portion of the publicly traded securities of a public company and there is no guarantee that the Client will be able to dispose of such securities at the price and at the time such Client wishes to do so.

Settlements. Delays in settlement can result in temporary periods when Client assets are uninvested and no return is earned thereon. Our inability to make intended investments due to settlement delays could cause Client portfolios to forgo attractive investment opportunities or cause delays in making withdrawal distributions.

Valuation Risk. Clients expect to hold securities, loans or other financial instruments or obligations that are very thinly traded, for which no market exists or that are restricted as to their transferability under applicable securities laws. These investments may be extremely difficult to value accurately. 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 a ready market existed for such securities, from values placed on such securities by other investors and from prices at which such securities may ultimately be sold. In addition, third-party pricing information may at times not be available regarding certain of a Client’s assets.

Valuation Difficulties in Rapidly Changing Markets. Investing in highly volatile environments presents certain inherent risks, including reduced market liquidity, reduced price transparency and less certainty in core assumptions in respect of a particular investment or an investment strategy as a whole. If we fail to identify or adequately value potential risks or changes, a Client may invest at a valuation that is not commensurate with the risk profile of a particular investment or where a Client would otherwise not invest were more accurate information available, resulting in reduced returns or a complete or partial loss of capital. There can be no assurance that we will accurately identify all potential considerations that may adversely affect the performance of any one or more of a Client’s investments or investment strategies.

Custodial Risk. If a custodian were to become insolvent, a Client would, in respect of financial assets credited to securities accounts and held in street name, have only rights in common with other customers of the custodian and would not have ownership of, or rights with respect to, any specific financial assets maintained by the custodian. If any custodian has insufficient financial assets to satisfy all of its customers and its secured creditors, the Client could suffer losses. If our affiliate provides loan servicing, collateral agent and administrative and other services with respect to debt issued by portfolio investments of a Client, such affiliate of us is authorized to delegate all such services to a third-party loan servicing agent. Failure of the loan servicer to meet its obligations in a timely manner, including making any advances of cash due to a portfolio investment, could harm the portfolio investments and therefore impact a Client’s investments.

Financial Institution Risk; Distress Events. An investment in Clients is subject to the risk that one or more banks, brokers, hedging counterparties, lenders, custodians or other companies in the financial services industry used by Clients or a portfolio investment fail to timely perform or otherwise default on their obligations or experience insolvency,

closure, illiquidity, seizure, receivership or other financial distress or difficulty, similar to that experienced by Silicon Valley Bank and Signature Bank in March 2023 and First Republic Bank in April 2023. Any such distress event (or concerns among market participants of such a distress event) may lead to market-wide liquidity problems that could adversely affect our ability to manage Clients and their investments, and the ability of us, Clients and any portfolio investment to access cash and cash equivalents in amounts adequate to finance and maintain their operations, which in each case could result in operational burdens, significant losses and in unconsummated investment acquisitions and dispositions.

Interdependence of Securities Markets. The market and the economy of a particular country in which Clients invest are influenced to varying degrees by economic and market conditions in other countries in the region. Investors’ reactions to developments in one country can have adverse effects on the securities of companies and the value of property and related assets in other countries in which Clients invest.

European Instability. Recent events, including the ongoing invasion of Ukraine by Russia, have interjected uncertainty into global financial markets. It is possible that any fallout from the Ukrainian conflict will have global economic and political effects. A number of countries, including the U.S. and several in Europe, have imposed sanctions on Russia and businesses affiliated with Russia. The long-term impact of these sanctions is not entirely clear, but they have the potential to limit the potential investment opportunities of a Client and impair cash flow that is material to such investment opportunities if persons doing business with such Client become sanctioned parties.

Global Conflicts. A Client’s investment strategy may permit the Client to invest in portfolio investments that are domiciled or have significant operations globally and any ongoing or future armed conflicts could negatively impact the Client’s portfolio investments (if any) and/or their personnel or operations in those conflict zones or the regional or global economy, which could adversely affect the performance of some or all of the Client’s investments.

New Technology Risk. As new technologies, services and standards develop, a Client’s portfolio investments may be placed at a competitive disadvantage, and competitive pressure may force portfolio investments to implement new technologies at a substantial cost. There can be no assurance that portfolio investments will be successful in building or acquiring any such new equipment and other assets or upgrading existing equipment in a timely and cost-effective manner. As a result, new technologies, services or standards could render some of the services, equipment and other assets provided or operated by portfolio investments obsolete, which could have an adverse effect on a Client’s investments.

Artificial Intelligence and Machine Learning Risks. The emergence of recent technology developments in artificial intelligence and machine learning technology, including Open AI’s release of its ChatGPT application (collectively, “Machine Learning Technology”) could pose risks to us, Clients and their portfolio investments. These risks could arise if we utilize Machine Learning Technology in connection with our business activities, including

investment activities, or if third-party service providers of or any counterparties or competitors to Clients, whether or not known to TPG, use Machine Learning Technology.

Acts of God; Availability of Insurance Against Certain Catastrophic Losses. A Client’s investments may be susceptible to the effects of “Acts of God,” including earthquakes, floods, hurricanes, tropical storms, fires or other natural disasters, pandemics, electricity shortages or other similar national or local emergencies, that are beyond our control and not easily foreseeable. Certain losses of a catastrophic nature, such as those caused by wars, earthquakes, severe weather, terrorist attacks (including cyber sabotage or similar attacks) or other similar events, will be either uninsurable or insurable at such high rates that to maintain coverage would cause an adverse impact on the related investments.

Risk of Pandemics. The spread of infectious disease, together with any resulting travel restrictions or quarantines, could have a significant negative impact on the economy and Clients and their portfolio investments’ business activities.

U.S. Presidential Election. The impact of past and future U.S. presidential and other elections could create significant uncertainty with respect to legal, tax and regulatory regimes in which Clients, as well as we and our affiliates, will operate.

Trade Policy. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect the financial performance of Clients and their investments.

Uncertainty of Financial Projections. We will generally establish the capital structure of a Client’s portfolio investments on the basis of financial projections for these investments, which in turn are normally based primarily on management judgments. In all cases, projections are only estimates of future results that rely upon assumptions made at the time that the projections are developed. There can be no assurance that a portfolio investment will achieve its projected results, and actual results can vary significantly from projections.

Political and Economic Conditions. A Client’s investments may be adversely affected by changes in economic conditions or political events that are beyond its control. These factors may affect the level and volatility of securities prices and the liquidity and the value of investments and have a material adverse effect on a Client.

Inflation. Many world governments, as well as inter-governmental institutions, have in recent years undertaken and in some cases may still be undertaking various and in some case unprecedented forms of fiscal stimulus, including setting interest rates that are (and have been for extended periods) at historic lows. It cannot be predicted with certainty when, or how, these policies will change, but 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.

Interest Rate Risks. Certain Clients will have exposure to interest rate risks, meaning that changes in prevailing interest rates could negatively affect them. Over any defined period

of time, Clients’ interest-bearing assets may be more sensitive to changes in market interest rates than Clients’ interest-earning liabilities, or vice versa.

Bridge Financings. From time to time, certain Clients expect to provide financing to portfolio investments (which may include equity and/or debt financing) on a short-term, unsecured basis in anticipation of a future issuance of more permanent, long-term equity or debt securities in order to facilitate investments, to enhance or protect the value of existing investments or otherwise in connection with an investment. However, for reasons not always in a Client’s control, such long-term securities may not be issued, and such bridge financing may remain outstanding. If that happens, the interest rate on such loans generally would not adequately reflect the risk associated with the unsecured position taken by a Client.

LIBOR and Other “IBOR” Rates. The London Inter Bank Offered Rate (“LIBOR”) was an estimate of the interest rate to borrow U.S. dollars in the London unsecured interbank market, and was widely used as a reference for setting the interest rate on loans, bonds, and derivatives globally. Other comparable “IBOR” rates, such as EURIBOR, performed a similar function with respect to Euros, sterling and certain other currencies. All tenors of U.S. Dollar LIBOR ceased to be published on June 30, 2023 in the United States. A number of Clients’ investments and potential investments had, at one point, interest rates with a LIBOR reference. While many of these investments have (or will have, by the time a Client invests) replaced U.S. Dollar LIBOR with a new reference rate derived from short-term repurchase agreements backed by Treasury securities, the Secured Overnight Financing Rate (“SOFR”), certain of a Client’s investments will continue to accrue interest based on a U.S. Dollar LIBOR rate “locked in” prior to the date U.S. Dollar LIBOR ceased to be published. While these investments are expected to transition to alternative reference rates (including SOFR) in the near term, the transition away from LIBOR could adversely impact a Client.

Operational Risk. Inadequate or failed internal processes, people and systems, or external events can pose a direct or indirect risk when investing. This includes any errors, omissions, systems breakdown, natural disasters, and fraudulent activity, which could cause impact in terms of unavailability of services and potentially resulting in financial losses.

Syndication; Warehousing. Subject to the limitations in a Client’s Governing Documents, a Client may acquire an investment and subsequently syndicate, or sell some or all of it, to TPG, other Clients and/or Related Funds, co-investment vehicles, joint venture partners, or affiliates or related parties of the foregoing or other third parties, notwithstanding the availability of capital from the investors and other limited partners thereof or applicable credit facilities. If any such intended syndication is not ultimately consummated, TPG, a Client or the other party that initially acquires such portion will be expected to retain it.

Potential Illiquidity of Investments. The market value of portfolio investments will fluctuate with, among other things, changes in market rates of interest, general economic conditions, economic conditions in particular industries, the condition of financial markets and the financial condition of the issuers of portfolio investments. In addition, the lack of an established, liquid secondary market for some portfolio investments may have an

adverse effect on the market value of those portfolio investments and on a Client’s ability to dispose of them.

Uncertain Exit Strategies. Due to the illiquid nature of many of the investments which Clients make, we are unable to predict with confidence what, if any, exit strategy will ultimately be available for any given core position. Exit strategies which appear to be viable when an investment is initiated may be precluded by the time the investment is ready to be realized due to economic, legal, political or other factors.

Risk Management; Operational Controls. The operational controls and risk management techniques we use involve third parties over whom we do not exercise control, including outsourced providers of fund administration and custody services. There can be no assurances that we will be able to identify, prevent or mitigate the risks of engaging thirdparty service providers. A Client could suffer adverse consequences from actions, errors or failures to act by such third parties, and will have obligations, including indemnity obligations, and limited recourse against them.

Dependence on Information Systems and Cybersecurity Risk. We, our service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect Clients and their investors, despite our efforts and those of our service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of our computer systems, software, networks and other technology assets, as well as the security, confidentiality, integrity and availability of information belonging to Clients and their investors.

Publicity Concerns and Litigation. Certain types of investments are very much in the “public eye” and as a result a Client’s activities may attract an undesirable level of publicity for the Client, investors and/or us. In addition, pressure groups and lobbyists may induce government action to the detriment of a Client, as the owners of the relevant portfolio investment.

Need for Follow-On Investments. Following its initial investment in any investment, a Client may decide to invest additional funds in such investment or may have the opportunity to increase its investment in such investment by investing in additional assets related thereto (whether for opportunistic reasons, to fund the needs of the investment, as an equity cure under applicable debt documents or for other reasons). There is no assurance that a Client will make follow-on investments or that a Client will have sufficient funds to make all or any of such investments (including an event of default under applicable debt documents in the event an equity cure cannot be made). Any decision by a Client not to make follow-on investments or its inability to make such investments may have a substantial negative effect on the value of such underlying investment and, in turn, the value of the loans or debt instruments pertaining to such investment that are owned by a Client.

Portfolio Turnover. The turnover rate of a Client’s investment portfolio may be significant, potentially involving substantial brokerage commissions and fees and other transaction costs.

Primary Investment Risk. Certain Clients invest in Underlying Funds. Identifying, selecting and investing in Underlying Funds involves a high level of risk and uncertainty. The underlying investments made by Underlying Funds may involve highly speculative investment techniques, including extremely high leverage, highly concentrated portfolios and illiquid investments. Clients that invest in Underlying Funds will not have the opportunity to evaluate the relevant economic, financial and other information which will be used by the Underlying Funds in their selection, structuring, monitoring and disposition of assets. In addition, such Clients generally will not have the right to participate in the day-to-day management, control or operations of the Underlying Funds, nor will they generally have the right to remove the sponsors of the Underlying Funds.

Energy-Related Investments. A Client may invest in energy sector assets and businesses. It is possible that changes to applicable regulations or regulatory practice could have adverse consequences for an investment of a Client. Ordinary operation or the occurrence of an accident, with respect to an energy asset, could cause major environmental damage, which may result in significant financial distress to such asset. Certain environmental laws and regulations may require that an owner or operator of an energy asset address prior environmental contamination, which could involve substantial cost. Portfolio investments, in which a Client invests in the energy sector, may be exposed to substantial risk of loss from environmental claims. Furthermore, changes in environmental laws or regulations or the environmental condition of an energy investment may create liabilities that did not exist at the time of the investment by a Client and that could not have been foreseen.

Investments in Technology Industries. A Client may make investments in companies involved in technology industries. Concentration in those industries may involve risks greater than those generally associated with more diversified funds and may experience significant fluctuations in returns. In addition, certain countries in which a Client may invest may have less developed laws regarding the protection of intellectual property rights (subject to the geographic focus of the Client). There is no assurance that products or services sold by such a company in which a Client holds an investment will not be rendered obsolete or adversely affected by competing products and services, new technologies or other challenges, or that such company or a Client will be able to adequately enforce intellectual property rights.

Investments in the Communications Industry. A Client may make investments in companies involved in the communications industry. Communications companies in developed and emerging countries are undergoing significant changes mainly due to evolving levels of governmental regulation or deregulation as well as the rapid development of communication technologies. Competitive pressures within the communications industry are intense, and the securities of communications companies may be subject to significant price volatility.

Alternative or Renewable Energy Investments. A Client may invest in certain new alternative or renewable energy products and technologies based on new and unproven designs that have not reached a level of maturity that allows for a level of reliability. Such products may never become viable, or develop a sustainable market. In addition, the direction of future U.S. climate change regulation is difficult to predict given the current political uncertainty.

Automotive Investments. The automotive industry can be highly cyclical. The industry can be significantly affected by labor relations and fluctuating component prices. A decline in general economic conditions could result in a decline in automotive rentals, which could result in automotive assets in which a Client invests losing residual value realized on the disposition of such vehicles in the wholesale market.

Aviation-Related Investments. Assets in the aviation industry may be adversely affected by a downturn in economic conditions that can result in decreased demand for air travel. Numerous factors, many of which are beyond our control, may impact a Client’s ability to re-lease or sell an aircraft or engine on a timely basis, or to re-lease it to an acceptable credit at a reasonable lease rate.

Commercial Mortgages. The commercial mortgage loans in which certain Clients expect to invest may be secured by multifamily residential properties, retail properties or other types of commercial properties and are subject to risks of delinquency and foreclosure and risks of loss that are greater than similar risks associated with residential mortgage loans that are secured by single-family residential property.

Consumer Loan Assets. Certain Clients invest in companies and operating platforms that originate and/or service consumer-focused credits, including credit cards, automobile loans, personal loans, student loans and other unsecured commercial loans, and such Clients may also invest directly in those credits. These loans would not typically be secured. Lending in these sectors may also be subject to increasing regulation and regulatory scrutiny.

Drug Royalties Investments. The drug royalty streams in which certain Clients invest are subject to revenue collapse, which could occur as a result of the introduction of competition (such as generics or new therapeutic technologies), the development of adverse side effects that take a certain drug off the market or infringement of intellectual property rights or the inability to protect unpatented proprietary technology and information. Drug royalty streams may suffer if the underlying biomedical technology company loses one or more major customers, experiences significant increases in operational costs, its goodwill becomes impaired or its operations are interrupted by the occurrence of a natural disaster or other catastrophic event, or if healthcare reform reduces the prices companies can charge for drugs or there is a reduction or delay in government funding of research and development.

Entertainment Industry. Competition is intense in the motion picture, television, stage and related industries. Talent, financing and distribution resources are all limited and subject to strong competition. There can be no assurance of audience acceptance of some or all of

a Client’s projects. Lack of commercial appeal will result in an adverse impact upon such Client.

Equipment Finance Activity. Certain Clients’ equipment finance activities, if any, will be subject to the risk of cyclical downturns and other adverse economic developments. In an adverse economic environment, there may be a decline in the demand for some types of equipment which a Client finances, resulting in a decline in the amount of new equipment being placed in service as well as a decline in equipment values for or cash flows derived from equipment previously placed in service.

Residential Mortgages. Certain Clients invest in the residential mortgage market and in residential mortgage-backed securities investments. The value of a Client’s investment in such assets will be influenced by the rate of delinquencies and defaults experienced on the residential mortgage loans and by the severity of loss incurred as a result of such defaults.

Solar Assets. Assets and projects in the solar energy industry may be significantly affected by increased competition from new and existing market entrants, technological developments, obsolescence of technology and short product cycles. In addition, the solar energy industry is at a relatively early stage of development and the extent to which solar energy will be widely adopted is uncertain. Companies in this industry may also be significantly affected by general economic conditions such as varying prices (including equipment prices) and profits, commodity price volatility, changes in exchange rates, imposition of import controls, depletion of resources, fluctuations in energy prices and supply and demand of alternative energy fuels, energy conservation, labor relations and tax and other government regulations.

Technology-Related Investments. Certain of the assets in which a Client may invest are in sectors where the pace of technology advances moves quickly, including but not limited to new media, internet, the emerging “gig economy” and renewable energy and other transformative energy technologies. While these technology advances can create attractive investment opportunities for such Clients, such advances could also negatively impact existing technologies that are not able to appropriately take advantage of the new technology.

Trade Receivables. A Client may invest in trade receivables, which may include, but are not limited to, such items as purchase agreements or other performance contracts, leases of various types of real and personal property, and receivables from sales agreements or other trade contracts. Trade receivables are generally unsecured and may be subject to risks like obligor default during difficult business periods, dilution risk, commingling risk or servicer default.

Agriculture Investments. A Client may invest in land or make other agriculture-related investments. The financial condition and results of operations of such investments are, to a considerable extent, dependent upon political and economic conditions prevailing from time to time in the countries where such investments operate. In addition, certain agricultural investments may be particularly sensitive to weather patterns and climate conditions such as fluctuations in precipitation and the flow of the watersheds or the

incidence of floods or drought in a region where a portfolio investment operates. These events could result in the partial or total loss of an investment or significant down time resulting in lost revenues, among other potentially detrimental effects.

Land Banking. In certain circumstances, a Client may invest in transactions involving the acquisition of, or may otherwise hold interests in, undeveloped land for residential or commercial land banking purposes. In addition to risks associated with real estate development, due to the long-term investment holding period often associated with land banking investments, entitlement and other regulatory risks may be heightened.

Infrastructure Investments. A Client may make investments in infrastructure and infrastructure related assets, businesses and companies (“Infrastructure Assets”), which involve a number of significant risks. Revenues of issuers of portfolio investments can be affected by a number of factors including economic conditions, political events, competition, regulation and the financial position and business strategy of customers. Unanticipated changes in the availability or price of inputs necessary for the operation of Infrastructure Assets may adversely affect the overall profitability of the investment.

Intellectual Property and Life Sciences Sector Investments. A Client may invest in intellectual property, pharmaceutical or health care related assets. Investment in such assets involves a high degree of business, financial, technology, regulatory and litigation risk that can result in substantial losses. The acquisition prices of such assets will often be based, in part, on sales projections with respect to the related products, which projections may prove to be inaccurate. To the extent a related product (e.g., a new pharmaceutical product) has not yet received all applicable governmental approvals, there is a risk that the product will not obtain such approvals or, if obtained, may be revoked due to previously unknown or undisclosed side effects or complications.

Investments in Developing or Emerging Market Countries. Certain Clients make investments in developing or emerging market countries, which could be more volatile and the costs and risks associated with investments in them are generally higher than for investments in other countries.

Investments in Companies in Regulated Industries. A Client may make investments in issuers operating in industries that are subject to greater amounts of regulation than other industries generally. Changes in applicable laws or regulations, or in the interpretations of these laws and regulations, could result in increased compliance costs or the need for additional capital expenditures.

Cash and Other Investments. A Client may hold interests in investment vehicles that hold cash or cash items. While investments in cash items generally involve relatively low risk levels, they may produce lower than expected returns, and could result in losses. Investments in cash items may also provide less liquidity than anticipated by a Client at the time of investment.

Risks Related to Cryptocurrencies and Digital Assets. Certain Clients may invest in portfolio investments involved in the development, issuance, exchange, trading, holding,

lending, servicing or support of virtual currencies, decentralized application tokens, protocol token and other cryptofinance coins, tokens and digital assets and other instruments that are based on blockchain, distributed ledger or similar technologies (“Cryptocurrencies and Digital Assets”). Portfolio investments operating in the Cryptocurrency and Digital Assets sector face significant risks, including limited operating histories, a rapidly developing regulatory environment, and the fast pace of technological change leading to products and services becoming obsolete or failing to gain market share as more advanced technologies emerge. Several factors may affect and result in the volatility of the price of Cryptocurrencies and Digital Assets. A significant portion of the demand for Cryptocurrencies and Digital Assets is generated by speculators and investors seeking to profit from the short- or long-term holding of Cryptocurrencies and Digital Assets. Additional Risks Applicable to Investment Categories In addition to the risks applicable to all investment categories, the specific risks of each category should be considered. The following is a description of the five investment categories across which we manage capital and the material risks involved in investing in each category. Risks Associated with Investments in Corporate Credit There are certain risks associated with corporate credit strategies offered by us. Such risks include the risk of nonpayment of scheduled interest or principal payments on a debt investment. Because corporate credit can be debt investments in non-investment grade borrowers, the risk of default may be greater than with other types of debt investments. Interest rate risk is another common risk associated with corporate credit.

Debt Securities and Private Debt Instruments. Investments in debt are subject to the ability of the issuer or the borrower to meet principal and interest payments on the obligation and may be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer or the borrower and the general market conditions. Such risks are greater for investments in non-investment grade, non-rated or lower credit quality debt than for investments in higher rated debt.

First-Lien Loans and Other Senior Debt. A Client may invest in first- and second-lien senior secured debt. Such debt may (i) include term loans and revolving loans, (ii) pay interest at a fixed or floating rate and (iii) be acquired by way of purchase or assignment in the primary and secondary markets. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a contracting party under the legal documentation with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution.

Second-Lien Loans. A Client may acquire and/or originate second-lien or other subordinated loans. In the event of a loss of value of the underlying assets that collateralize the loans, the subordinate portions of the loans may suffer a loss prior to the more senior portions suffering a loss. If a borrower defaults and lacks sufficient assets to satisfy a Client’s loan, the Client may suffer a loss of principal or interest.

Mezzanine or Other Junior Debt. A Client may make junior debt investments that will generally be subordinated to senior loans. Such loans will typically either have junior security interests or be unsecured. As such, other creditors may rank senior to a Client in the event of an insolvency. This may result in an above average amount of risk and loss of principal.

Unsecured Loans or Debt. A Client may invest in unsecured loans that are not secured by collateral. In the event of default on an unsecured loan, the first priority lien holder has first claim to the underlying collateral of the loan. It is possible that no collateral value would remain for an unsecured holder and therefore result in a loss of investment to the Client.

Debtor-in-Possession (“DIP”) Loans. A Client may invest in loans to companies that have filed for protection or moratorium under available bankruptcy rules. While such loans may be generally less risky than many other types of loans as a result of their seniority in the debtor’s capital structure and because their terms have been approved by a court or other competent public authority, it is possible that the debtor’s reorganization efforts may fail and the proceeds of the ensuing liquidation of the DIP lender’s collateral might be insufficient to repay in full the DIP loan.

Investments in Zero Coupon and PIK Bonds. Because investors in zero coupon or payment-in-kind (“PIK”) bonds receive no cash prior to the maturity or cash payment date applicable thereto, an investment in such securities generally has a greater potential for complete loss of principal and/or return than an investment in debt securities that make periodic interest payments. Such investments are more vulnerable to the creditworthiness of the issuer and any other parties upon which performance relies.

Portfolio Investment Leverage. The leveraged capital structure of a portfolio investment may increase the exposure of a Client’s investments to any deterioration in a portfolio investment’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates and could accelerate and magnify declines in the value of the Client’s investments in a leveraged portfolio investment in a down market. If a portfolio investment cannot generate adequate cash flow to meet debt obligations, the portfolio investment may default on its loan agreements or be forced into bankruptcy resulting in a restructuring of the portfolio investment’s capital structure or liquidation of the portfolio investment and a Client may suffer a partial or total loss of invested capital.

Borrower Fraud. Clients will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable, but cannot guarantee such accuracy or completeness.

Repurchase Agreement Financing Risks. A Client may pledge the securities it holds (if any) and cash as collateral to secure its repurchase transactions. There is a risk in the disparity in the duration of the financing with respect to repurchase transactions. If the fair value of a Client’s securities and other assets pledged as collateral decreases, the Client will likely be subject to margin calls for additional collateral from its financing counterparties. Should the fair value of a Client’s securities and other assets decrease

materially and suddenly, margin calls will likely increase causing an adverse change to the Client’s liquidity position which could result in substantial losses.

Non-Performing Debt. For certain Clients, it is anticipated that the loans originated and debts instruments purchased by such Clients will be or will become non-performing and possibly in default. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to such investments.

Portfolios of Investments. A Client may seek to purchase entire portfolios or substantial portions of portfolios from market participants in need of liquidity. A Client may be required to bid on such portfolios in a very short time frame and may not be able to perform normal due diligence on the portfolio. Such a portfolio may contain instruments or complex arrangements of multiple instruments that are difficult to understand or evaluate. In addition, a Client may be obligated to acquire investments in such portfolios that it would not otherwise have determined to acquire if it were acquiring such investments individually.

Sub-investment Grade and Unrated Debt Obligations Risk. A Client may invest in subinvestment grade debt obligations. Investments in the sub-investment grade categories are subject to greater risk of loss of principal and interest than higher-rated securities and may be considered to be predominantly speculative with respect to the obligor’s capacity to pay interest and repay principal. They may also be considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions.

Bankruptcy and Other Proceedings. Investments in companies or other entities involved in bankruptcy proceedings involve a number of significant risks. Many of the events within a bankruptcy litigation are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, there can be no assurance that a bankruptcy court would not approve actions that may be contrary to the interests of a Client.

Investing in High Yield Debt. Client portfolios may invest in fixed-income securities and other debt obligations which are rated below investment grade or are unrated. Investment in such securities involves substantial risk. The risks associated with acquiring the securities of issuers of high yield debt generally are greater than is the case of issuers of higher quality. The risk of loss due to default by the issuer is significantly greater for the holders of high yield bonds because such securities could be unsecured and could be subordinated to other creditors of the issuer. There can be no assurance that such events will not occur after a Client purchases a particular security, in which case the Client could experience losses.

Investments in Highly Leveraged Companies. Certain Clients’ investments are expected to include investments in issuers whose capital structures may have significant leverage. The leveraged capital structure of such issuers will increase their exposure to adverse economic factors, such as downturns in the economy or deterioration in the condition of the issuers or their industries, and, to the extent a Client holds second-lien debt interests

therein, such companies may be subject to restrictive financial and operating covenants in more senior debt instruments and contracts that adversely impact the Client’s investments.

Investment in Small and Micro-Cap Companies and Early-Stage Businesses. A Client may from time to time invest in or otherwise be exposed to performance of small and micro-cap companies. Such investments involve greater risks in many respects than do investments in larger or more seasoned companies.

Special Situations and Distressed Investments Generally. Certain Clients intend to invest in securities and other obligations and assets of companies that are in special situations involving significant financial or business distress, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Certain Clients may also invest in “event-driven” special situations, such as recapitalizations, spin-offs, litigation, corporate control transactions, corporate events and other catalyst-oriented strategies. Such investments involve a substantial degree of risk. The level of analytical sophistication, both financial and legal, necessary for successful investment in distressed assets is unusually high. There is no assurance that a Client will correctly evaluate the value of the assets collateralizing the Client’s investments or the prospects for a successful reorganization or similar action in respect of any company.

Investments in Distressed Debt. Certain Clients may invest in non-performing and underperforming loans. These processes may be lengthy and expensive. In addition, certain Clients may invest in securities and debt obligations of financially distressed issuers. As a result, the applicable Client’s investments may be subject to additional bankruptcy related risks, and returns on such investments may not be realized for a considerable period of time. Such investments could be subject to federal bankruptcy law and state fraudulent transfer laws, which may vary from state to state. If a court were to find that the issuance of the debt obligations was a fraudulent transfer or conveyance, the court could void or otherwise refuse to recognize the payment obligations under the debt obligations or the collateral supporting such debt obligations, further subordinate the debt obligations or the liens supporting such obligations to other existing and future indebtedness of the issuer or require the applicable Client to repay any amounts received by it with respect to the debt obligations or collateral. In the event of a finding that a fraudulent transfer or conveyance occurred, the applicable Client may not receive any repayment on the debt obligations.

Investments in Event-Oriented Situations. The price offered for securities of a company involved in an announced deal can generally represent a significant premium above the market price prior to the announcement. Therefore, the value of such securities held by a Client may decline in the event the proposed transaction is not consummated and if the market price of the securities returns to a level comparable to the price prior to the announcement of the deal.

Risks Associated with Direct Lending and Asset Based Finance There are special risks associated with direct lending strategies offered by us, such as our middle market direct lending strategy. Certain risks related to such direct lending strategies, which primarily invest in privately negotiated, secured loans, are listed below:

Uni-tranche Senior Secured Loans Risks. A Client may acquire and/or originate a senior secured loan made to a portfolio investment, in which case, it generally shall take a security interest in the available assets of the portfolio investment, which should mitigate the risk that a Client will not be repaid. However, the fact that a loan is secured does not guarantee that a Client will receive principal and interest payments according to the loan’s terms, or at all, or that a Client will be able to enforce applicable remedies. In addition, deterioration in the borrower’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the security.

Middle Market Companies Risk. A Client may invest in the debt obligations or securities of middle market and/or less well-established companies. While middle market companies may have potential for rapid growth, they often involve higher risks than larger companies. Middle market companies have more limited financial resources than larger companies and may be unable to meet their obligations under their debt obligations that a Client holds, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of a Client realizing any guarantees it may have obtained in connection with its investment.

Investments in Early-Stage and Late-Stage Companies. Certain Clients invest in companies that are in a conceptual or early stage of development and such investments are considered highly speculative and may result in the loss of the Client’s entire investment in such company. Certain Clients also invest in later-stage companies. These companies typically have obtained capital in the form of debt and/or equity to expand rapidly, reorganize operations, acquire a business or develop new products and markets; these activities by definition involve a significant amount of change and could cause significant issues in sales, manufacturing and general management.

Loan Origination. Certain Clients or subsidiaries thereof expect to engage in originating, lending and/or servicing loans as portfolio investments, and may therefore be subject to state and federal regulation, borrower disclosure requirements, limits on fees and interest rates on some loans, state lender licensing requirements and other regulatory requirements in the conduct of its business as they pertain to such transactions. In making certain loans, a Client will compete with a broad spectrum of lenders, some of which may be willing to lend money on better terms (from a borrower’s standpoint) than the Client. Increased competition for, or a diminution in the available supply of, qualifying borrowers may result in lower yields on such loans, which could reduce returns to the Client.

Loan Participations and Assignments. A Client may invest in fixed- and floating-rate loans, which investments generally will be in the form of loan participations and assignments of portions of such loans. Participations and assignments involve special types of risk, including credit risk, interest rate risk, liquidity risk and the risks of being a lender. Participations in commercial loans may be secured or unsecured. When purchasing loan participations, a Client assumes the credit risk associated with the corporate borrower and the credit risk associated with an interposed bank or other financial intermediary and may only be able to enforce its rights through the grantor of the participation. In addition, such investment transactions are at risk of invalidation as a fraudulent conveyance under

relevant creditors’ rights laws. The participation interests in which a Client invests may not be rated by any nationally recognized rating service.

Floating Rate Loans. Floating rate loans incur some of the same risks as other debt securities, such as prepayment risk, credit risk, interest rate risk and risk found with high yield securities. Floating rate loans are subject to the risk that the scheduled interest or principal payments will not be paid. Lower-quality loans (those of less than investment grade quality) involve greater risk of default on interest and principal payments than higher-quality loans. In the event that a non-payment occurs, the value of that obligation likely will decline. Generally, the lower the rating category is, the more risky the investment is.

Collateral Risks. The collateral and security arrangements in relation to such secured obligations as direct lending Clients may invest in will be subject to such security or collateral having been correctly created and perfected and any applicable legal or regulatory requirements which could restrict the giving of collateral or security by an obligor. If a Client’s investments do not benefit from the expected collateral or security arrangements, this could adversely affect the value of or, in the event of default, the recovery of principal or interest from such investments made by such Client. Accordingly, any such a failure to properly create or perfect collateral and security interests attaching to a Client’s investments could have a material adverse effect on the performance of such Client, and, by extension, such Client’s business, financial condition, results of operations and the value of its interests.

Structured Investments. Certain Clients invest in securities backed by, or representing interests in, certain underlying instruments or assets. The value of an investment in a structured product by a Client will depend on the investment performance of the assets in which the structured product invests and will be subject to all of the risks associated with an investment in those assets. Such Client will not own such assets directly and therefore will not benefit from general rights applicable to the holders of assets, and in such cases, all decisions related to such assets, including whether to exercise certain remedies, will be controlled by a third-party service-provider.

Risks Associated with Investments in Structured Credit. Special risks may be associated with a Client’s investments in structured credit products, collateralized debt obligations (“CDOs”) and synthetic credit portfolio transactions. The yield to maturity of a tranche may be extremely sensitive to the rate of defaults in the underlying reference portfolio. A rapid change in the rate of defaults may have a material adverse effect on the yield to maturity. Additionally. certain risks related to investments in structured credit, such as residential mortgage-backed securities (“RMBS”), asset-backed securities (“ABS”) and commercial mortgage-backed securities (“CMBS”), are listed below.

CDO Securities. A Client may invest in CDO securities, including CLOs and collateralized bond obligations (“CBOs”), which are, generally, limited recourse obligations of the issuer thereof payable solely from the collateral owned by such issuer or the proceeds thereof. Consequently, the holders of such securities must rely solely on distributions on the underlying collateral or proceeds thereof for payment in respect thereof. The lower ratings

of high-yield securities and below investment grade loans reflect a greater possibility that adverse changes in the financial condition of an issuer or in general economic conditions or both may impair the ability of the related issuer or obligor to make payments of principal or interest. Such investments may be speculative.

Structured Finance Securities. Certain Clients invest in structured finance securities, which are generally debt securities that entitle the holders thereof to receive payments of interest and principal that depend primarily on the cash flow from or sale proceeds of a specified pool of assets, either fixed or revolving, that by their terms convert into cash within a finite time period, together with rights or other assets designed to assure the servicing or timely distribution of proceeds to holders of such securities. Investing in structured finance securities entails various risks, including credit risks, liquidity risks, interest rate risks, market risks, operations risks, structural risks, geographical concentration risks, basis risks and legal risks.

Indirect Holdings of Real Estate. The issuers in which certain Clients invest will in turn make investments, directly or indirectly, in real property or will issue securities for which real property will serve as collateral. Real property investments are subject to varying degrees of risk. Real estate values are affected by a number of factors, including changes in the general economic climate, local conditions (such as an oversupply of space or a reduction in demand for space), the quality and philosophy of management, competition based on rental rates, attractiveness and location of the properties, financial condition of tenants, buyers and sellers of properties, quality maintenance, insurance and management services, and changes in operating costs. Real estate values are also affected by such factors as government regulations (including those governing usage, improvements, zoning and taxes), interest rate levels, the availability of financing and potential liability under changing environmental and other laws.

RMBS Risks. Investing in RMBS involves the general risks typically associated with investing in traditional fixed-income securities (including interest rate and credit risk) and certain additional risks and special considerations (including the risk of principal prepayment and the risk of investing in real estate). Certain RMBS contain certain credit enhancement features intended to enhance the likelihood that holders of such securities will receive regular payments of interest and principal. There can be no assurance that the credit enhancement, if any, will adequately cover any shortfalls in cash available to make payments on such securities as a result of such delinquencies or defaults.

ABS Risks. ABS are subject to many of the same risks as mortgage-backed securities. Each type of ABS also entails unique risks depending on the type of assets involved and the legal structure used. ABS typically experience credit risk. There is also the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities because of the inability to perfect a security interest in such collateral.

CMBS Risks. Investing in CMBS involves the general risks typically associated with investing in traditional fixed-income securities, in the case of fixed-rate CMBS, and those risks typically associated with adjustable-rate instruments, in the case of floating rate

CMBS, which in each case includes interest rate risk and credit rate risk. CMBS also are subject to several risks created through the securitization process. Subordinate tranches of such securities also are subject to greater credit risk. Further, the risks of investing in CMBS involve all of the risks of the underlying mortgage loans, including the credit quality of the underlying loans, decreases in property values underlying the loans and the risk that borrowers will default on the mortgages underlying the CMBS.

Lower Credit Quality Loans. For certain Clients, there are limited restrictions on the credit quality of a Client’s loans. Loans arranged by a Client may be deemed to have substantial vulnerability to default in payment of interest and/or principal. Certain of the loans which a Client may fund have large uncertainties or major risk exposures to adverse conditions, and may be considered to be predominantly speculative. Generally, such loans involve greater volatility of price and greater risk of loss of income and principal.

Limited Amortization Requirements. A Client may invest in loans that have limited mandatory amortization requirements. While these loans may obligate an issuer to repay the loan out of asset sale proceeds or with annual excess cash flow, repayment requirements may be subject to substantial limitations that would allow an issuer to retain such asset sale proceeds or cash flow, thereby extending the expected weighted average life of the investment. In addition, a low level of amortization of any debt over the life of the investment may increase the risk that the issuer will not be able to repay or refinance the loans held by a Client when it matures.

Fluctuations in Receipt of Proceeds. We expect to experience fluctuations in the timing and amount of proceeds Clients receive in the form of current income and in connection with the realization of investments in loans and other debt instruments in which Clients have invested. As a result, the amounts of distributions to investors may fluctuate substantially.

Prepayment Risk. The terms of loans in which a Client invests may permit the borrowers to voluntarily prepay loans at any time, either with no or a nominal prepayment premium. To the extent early prepayments increase, they may have a material adverse effect on a Client’s investment objectives and profits.

Extension Risk. Investments in funded and unfunded senior secured revolving credit facilities (“Revolvers”) are generally the shortest maturity obligation in a company’s capital structure and are often the first tranche of a company’s debt targeted for refinancing. The ability for a Client to exit an existing position in a Revolver refinancing will be more challenging when the company is underperforming and its credit profile is weakened. In some circumstances, a Client could be required to participate in a maturity extension if it is deemed to be positive for the Revolver relative to the alternatives. Maturity extensions could result in the need to extend the term of a Client, lower diversity, and increase concentration risk.

Credit Ratings are Not a Guarantee of Quality. A Client may invest in debt securities that have been rated by internationally recognized rating organizations. In general, the credit ratings of these organizations represent the opinions of such agencies as to the quality of

investments that they rate and are not a guarantee of quality. A credit rating is not a recommendation to buy, sell or hold assets and may be subject to revision or withdrawal at any time by the assigning rating agency. Credit ratings of any corporate debt obligation are only a preliminary indicator of investment quality, and not a completely reliable indicator of investment quality.

Spread-Widening Risk. For reasons not necessarily attributable to any of the risks set forth herein, the prices of the debt instruments and other securities in which a Client invests may decline substantially. Volatility uncertainty in public markets, particularly in debt markets, may have the impact of increasing the spreads between debt instruments and their relevant benchmarks, indicated an increasing risk of defaults. In particular, purchasing debt instruments or other assets at what may appear to be “undervalued” or “discounted” levels (due to perceived market dislocations or otherwise) is no guarantee that these assets will not be trading at even lower levels at a time of valuation or at the time of sale.

General Cash Flow Risks. We anticipate that certain portfolio investments will be leveraged and will likely not provide Clients with any significant cash distributions until the underlying property is sold or refinanced. As a result, Clients will likely not be able to make any significant cash distributions to investors from such investments other than in connection with the liquidation of such investments.

Investments in the Healthcare Sector. A Client may have exposure to borrowers that are in the healthcare sector. Investing in the healthcare sector involves substantial risks, each of which could have a material adverse effect on the investments of a Client. Various aspects of healthcare portfolio investments’ operations are subject to rigorous U.S. and non-U.S. regulations, and changes in healthcare policy and related laws and regulations could have a material and adverse impact on the healthcare companies in which a Client invests. Compliance with such regulations is also costly.

Licensing Requirements. Various licensing requirements could apply to a Client or us with respect to investments in, or the origination, holding, servicing and disposing of, loans and similar assets. A Client’s ability to invest in certain assets, participate in the secondary mortgage market, obtain financing for investments and/or engage in lending, advisory, servicing and/or broker activities may be subject to the issuance of permits or licenses. Failure to comply with applicable laws and regulations in states and other jurisdictions in which a Client is licensed could lead to, among other penalties, a loss of a Client’s or our license, which in turn could restrict a Client’s investment options or require the Client to divest assets located in or secured by real property located in that jurisdiction.

Geographic Concentration of Loans. The loans which a Client originates may be concentrated in a particular jurisdiction or jurisdictions. Weak economic conditions in these locations or any other location (which may or may not affect real property values), may affect the ability of borrowers to repay their loans on time. Properties in certain jurisdictions may be more susceptible than properties located in other parts of the country to certain types of uninsurable hazards, such as earthquakes, floods, hurricanes, wildfires, mudslides and other natural disasters, which may result in prepayments of loans.

Disproportionate Expenses. Origination expenses with respect to a loan do not necessarily correlate with the size of such loan. Therefore, if we use the same procedure for origination of a loan with a large principal balance as we do for a loan with a small principal balance, the expenses for the loan with a small principal balance may be a higher proportion of the principal balance which may reduce a Client’s return on such investment.

Potential Involvement in Litigation. As a result of the portfolio investments in various lending arrangements and the possibility that we may therefore participate in restructuring activities, we anticipate that we and one or more of our affiliates will be generally exposed to the risk of third-party litigation and that they may be named as defendants in civil proceedings. Historically, TPG and certain of its affiliates have been subject to such litigation. Litigation entails expense and the possibility of counterclaims against Clients and TPG and ultimately judgments may be rendered against a Client for which such Client does not carry insurance.

Fraudulent Conveyance and Legislative Risks. Various laws enacted for the protection of creditors may apply to certain portfolio investments that are debt obligations, although the existence and applicability of such laws will vary between jurisdictions. In addition, if an obligor in whose debt a Client has an investment becomes insolvent, any payment made on such investment may be subject to avoidance, cancellation and/or clawback as a “preference” if made within a certain period of time before insolvency.

Insolvency Risk. In the event of the insolvency of an obligor in respect of a portfolio investment, a Client’s recovery of amounts outstanding in insolvency proceedings may be impacted by the insolvency regimes in force in the jurisdiction of incorporation of such obligor or in the jurisdiction in which such obligor mainly conducts its business (if different from the jurisdiction of incorporation), and/or in the jurisdiction in which the assets of such obligor are located. Such insolvency regimes impose rules for the protection of creditors and may adversely affect a Client’s ability to recover such amounts as are outstanding from the insolvent obligor under the investment, which could have a material adverse effect on the performance of a Client, and, by extension, the Client’s business, financial condition, results of operations and the value of its interests.

Credit Markets Risk. Conditions in the credit markets may have a significant impact on the business of a Client. There can be no assurance that a Client will not suffer material adverse effects from broad and rapid changes in market conditions in the future. Among other things, the level of investment opportunities may decline from our current expectations. Furthermore, market conditions may unfavorably impact a Client’s ability to secure leverage on terms as favorable as more established borrowers in the market, or to obtain any leverage on commercially feasible terms.

Credit Cycle. Certain Clients’ investment strategies rely largely on the opportunities created by the various phases of the credit cycle and our ability to identify such phases and execute investment opportunities during them. There can be no assurance that we will correctly evaluate the inflation/deflation, and other market volatility factors on the phases of the credit cycle. As a result, a Client may not be capable of, or successful at, preserving

the value of its assets, generating positive investment returns or effectively managing its risks. Risks Associated with Investments in Real Estate Clients make direct and indirect investments in real estate and real estate-related opportunities. Certain risks related to direct investments in real estate and real estate-related opportunities are listed below, and similar risks apply to indirect exposure to real estate and real estate opportunities.

Real Estate Generally. Certain Clients have invested in real estate and may make investments for which real estate is an incidental but significant portion of the investment’s asset base or value. There are numerous risks related to the ownership and operation of real estate, including, but not limited to, fluctuations in the overall economy, national and local real estate conditions, dependence on cash flow, management direction and quality, increased competition with respect to rental rates, property attractiveness and location, financial condition of tenants, buyers and sellers of properties, quality of maintenance, insurance and management services, natural disasters, and changes in operating costs.

Joint Ventures. Certain Clients, particularly in the real estate context, will co-invest with third parties through partnerships, joint ventures or other entities. Such investments will involve risks in connection with such third-party involvement, including the possibility that a co-venturer may have financial difficulties that negatively impact such investment. Further, a co-venturer may have economic or business interests or goals that are inconsistent with those of Clients or may be in a position to take (or block) action in a manner contrary to a Client’s investment objectives. Furthermore, such third-party partners or co-venturers may provide services (such as asset management oversight services) similar to, and overlapping with, services provided by a general partner to a Client or other accounts of ours, and, notwithstanding the foregoing, fees attributable to such services will not offset Management Fees.

Commercial Real Estate Risks. Commercial real estate properties are subject to specific risks, including the potential inability of tenants to meet their rental obligations (whether due to poor operating results, bankruptcy or other reasons), the potential inability to lease a significant amount of space at a property on economically favorable terms, and delays and expenses incurred in dealing with a tenant that defaults on its obligations.

Property Ownership Risks. Risks incidental to the ownership of real property include changes in the property market conditions leading to an oversupply of space or a reduction in tenant demand for a particular type of property or property-related services in a given market, changes in interest rates and the availability of mortgage funds, changes in property tax rates and landlord/tenant or planning laws, credit risks of tenants and borrowers, environmental factors, quality of property available, the ability to maintain the recoverability of service charges and other expenditures and to control the cost of these items, the risk that one or more tenants may be unable to meet their obligations to a real estate Client or that such Client may not be able to lease existing or new properties on favorable terms and the potential illiquidity of property investments, particularly in times of economic downturn.

Local Real Estate Market Conditions. The success of portfolio investments may depend upon the performance of the local real estate markets where homebuilders and/or land developers operate and/or the assets are located. Local real estate markets can decline for any of a number of reasons, including but not limited to, population decline, poor regional economic performance, excess development leading to oversupply, local government policies and heightened taxes. No assurance can be given that the local real estate markets in which a Client invests or homebuilders and/or land developers operate will improve, or remain constant, over the term of a Client.

Risks Associated with Competition and Supply Shortage. There is a limited supply of desirable land, financing, raw materials, skilled management and labor resources and the homebuilding industry is highly competitive and homebuilders compete for such resources. Should desirable land, financing, raw materials, skilled management and labor resources become less available, including resulting in increases in the costs thereof, one or more homebuilder’s operations may be negatively impacted which in turn may have a negative impact on a Client including potentially resulting in any such homebuilder failing to exercise its option to acquire any of the applicable properties acquired by a Client or failing to fulfill other contractual obligations.

Risks Associated with Subcontractors. Each homebuilder generally relies on subcontractors to perform the actual construction of its homes, and in many cases, to select and obtain building materials. One or more of the homebuilders may suffer damage to its reputation and may be exposed to possible liability if subcontractors use improper construction processes or defective materials or fail to comply with applicable laws, which in turn may have a negative impact on a Client including potentially resulting in any such homebuilder failing to exercise its option to acquire any of the applicable properties acquired by a Client or failing to fulfill other contractual obligations.

Environmental Hazards. Under environmental laws enacted by federal and state governments, owners of property may be liable for the clean-up and removal of hazardous substances even where the present owner was not responsible for placing the hazardous substances on the property or where the property was contaminated prior to the time the owner took title. If any property acquired by a Client through purchase or foreclosure was found to have an environmental problem, such Client could incur substantial costs and suffer a complete loss of its investment in such property as well as of other Client assets.

Environmental Risks. A Client may be exposed to the risk of loss from environmental claims arising in respect of properties with undisclosed or unknown environmental problems or as to which inadequate reserves have been established. Under various federal, state and local laws, ordinances and regulations, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such property. Such laws may impose joint and several liability, which can result in a party being obligated to pay for greater than its share, or even all, of the liability involved. Such liability may also be imposed without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances.

Acquisition and Development Risks. Properties under development or properties acquired to be developed may produce little or no cash flow during the development period and may experience operating deficits after the date of completion. In addition, market conditions may change during the course of development that makes such a development less attractive than at the time it was commenced. Newly developed or newly renovated properties do not have the operating history that would allow us to make objective pricing decisions in acquiring those properties.

Borrowings. Certain Clients are expected to seek to borrow or to leverage their investments, on a recourse or non-recourse basis, to enhance their returns. While such leverage will increase the funds available for investment by such Clients, it will also increase the risk of loss on a leveraged property. The use of leverage by a Client increases the exposure of real estate investments to adverse economic factors such as rising interest rates, severe economic downturns or deteriorations in the condition of a real estate investment or its market.

Real Estate Market Changes. Changing market and economic conditions may make the Client’s intended investment strategy less profitable. There is no assurance that the operations of a Client will be profitable or that cash from operations will be available for distribution to investors. Since investments in real estate generally are not liquid, there can be no assurance that there will be a ready market when a Client determines to sell its properties.

Governmental Regulation and Legislative Changes. Governmental authorities at all levels are actively involved in the promulgation and enforcement of regulations relating to taxation, land use and zoning and planning restrictions, environmental protection and safety and other matters including with respect to the homebuilding industry. The institution and enforcement of such regulations could have the effect of increasing the expense and lowering the income or rate of return from, as well as adversely affecting the value of, a Client’s assets including indirectly due to its effects on homebuilders. Changes in the regulatory regime may occur during the life of a Client which may have an adverse effect on such Client or its investments.

Office Real Estate Risk. Certain Clients are expected to invest in office properties, which subjects such Clients to particular economic and operating risks. Changes in work patterns, such as telecommuting and shared space among workers, which trends have consolidated in recent years, could depress demand for office space and adversely affect the value of office assets.

Industrial Real Estate Risks. Certain Clients are expected to invest in industrial properties. Concerns about the quality of tenants, particularly major tenants, are similar in both office properties and industrial properties, although industrial properties may more frequently be dependent on a single or a few tenants. If the real estate asset is a single tenant building, risks associated with that tenant’s financial wherewithal and potential default will be more pronounced than in a multi-tenant building. Thus, if the operation of an industrial property becomes unprofitable due to competition, age of the improvements or other factors, the liquidation value of that industrial property may be substantially less than would be the

case if the property were readily adaptable to other uses, and a Client’s investments in such property may accordingly incur losses.

Residential and Multifamily Properties Risk. Certain Clients are expected to invest in residential properties. Residential-related properties such as multifamily residential may include increased risks associated with habitability-related issues and applicable regulatory requirements. Additionally, certain residential properties may have a unionized workforce subject to collective bargaining agreements, which must be complied with as part of properties’ operation.

Retail Properties Risk. Certain Clients are expected to invest in properties with ancillary retail properties and properties that are predominantly retail-focused. An investment in retail properties is subject to the risk that tenants may be unable to make their lease payments or may decline to extend a lease upon its expiration.

Shared Workspace Risks. Certain Clients are expected to invest in shared workspace assets and/or operators, or biotech incubators, as well as other investments that employ a membership-based business model in which revenues are derived primarily from the sale and renewal of memberships that can be terminated by members on short notice. Any adverse economic conditions affecting one member may be expected to also affect other members and could result in sudden and material losses in overall membership revenues due to terminations or defaults by existing members, decreases in sales to new members and other factors.

Hospitality Real Estate Risks. Certain Clients are expected to invest in hospitality properties, which could subject such Clients to particular economic and operating risks. Hospitality properties are particularly exposed to short-term economic conditions in the global and local markets, as their space is let on a short-term basis. Furthermore, upon acquisition of a hotel, the owner generally has limited visibility into future bookings.

Leasing Real Estate. Certain Clients compete with other owners of real estate to lease space, and the occupancy and rental rates of its assets depend on leasing market activity. A tenant in one of a Client’s assets may experience a decline in its business that weakens its financial condition and ability to make rental payments when due, or the tenant’s financial results from the asset rented from such Client may decline such that the tenant has an incentive to terminate the lease.

Ground Lease Investments. Certain Clients may invest in real estate properties that are subject to ground leases. As a lessee under a ground lease, a property investment would be exposed to the possibility of losing the property upon termination, or an earlier breach by such property investment, of the ground lease, which would likely adversely impact a Client’s investment in such property investment. Furthermore, ground leases generally provide for certain provisions that limit the ability to sell certain properties subject to the lease. In order to assign or transfer rights and obligations under certain ground leases, Clients will generally need to obtain consent of the landlord of such property, which, in turn, could adversely impact the price realized from any such sale.

Logistics Investments. As part of certain Clients’ property investments in industrial real estate, such Clients are expected to invest in logistics assets (including storage and warehouse facilities and distribution centers), which subjects those Clients to particular economic and operating risks. Logistics assets (including storage and warehouse facilities and distribution centers) are subject to numerous risks which could adversely affect impact a Client’s investment in such property investment.

Data Centers. Certain Clients may invest in data centers. Adverse developments in the data center market or in the industries in which our customers operate could lead to a decrease in the demand for data center space or managed services. The occurrence of any adverse developments or adverse conditions can adversely impact market rents for, and cash flows from, data center properties, which could adversely affect such Clients.

Investments in Student Housing. Certain Clients may make investments in student housing, which subjects those Clients to particular economic and operating risks. These risks relate to the supply of and demand for student housing space in the local market, tenant quality, the higher tenant turnover rate relative to other housing properties, physical attributes of the building in relation to competing buildings (e.g., age, condition, design, appearance, amenities and location) and access to transportation and proximity to campus, among other factors.

Investments in Storage Properties. Certain Clients may invest in self-storage properties, which may be adversely affected by the national economic climate and the local or regional economic climate, which, in turn, may be adversely impacted by many factors.

Investments in Senior Housing. Certain Clients may invest in senior housing properties. The senior housing industry is highly competitive and fragmented. An oversupply of senior housing communities in the market where a property investment is located or increased competition, as well as the inability of such property investment to compete successfully by attracting residents, could adversely affect the business and results of operations of such property investment and, consequently, a Client’s income with respect thereto.

Investments in Medical and Healthcare Facilities. Certain Clients may invest in medical and healthcare facilities. Investments in medical and healthcare properties or properties used for related purposes are subject to various regulatory, operational and market risks that could adversely affect their performance, value and cash flow.

Investment in Troubled Assets. Certain Clients may invest in nonperforming, underperforming or troubled assets or undercapitalized real estate companies. The success of such investments often depends on our ability to reposition the assets or improve their operating results, which may require additional capital. There can be no assurance we or a Client will be successful in such endeavors.

Harmful Mold and Other Air Quality Issues. The presence of significant mold or other airborne contaminants at any property investments could require a Client to undertake a costly remediation program to contain or remove the mold or other airborne contaminants

from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose a Client to liability from its tenants, employees of its tenants and others if property damage or health concerns arise.

Acquisition and Redevelopment Risks; Property Conversion. Properties under redevelopment or properties acquired to be renovated may produce little or no cash flow during the redevelopment period and may experience operating deficits after the date of completion. In addition, market conditions may change during the course of redevelopment or renovation that makes such a redevelopment or renovation less attractive than at the time it was commenced. Newly redeveloped or renovated properties do not have the operating history that would allow us to make objective pricing decisions in acquiring those properties.

Capital Intensive. Certain Clients may own or acquire assets that have defects, and normal wear and tear on a Client’s assets necessitate repairs. Such Clients may own or acquire an asset with a capital expenditure plan, but the condition of the asset may cause the capital requirements to exceed expectations. No assurance can be given that a Client will have the necessary funds available to meet the capital requirements of any particular asset or that any such efforts or expenditures will be successful.

Additional Capital Requirements. Certain Clients may invest in real estate redevelopment projects. Such projects are often conducted in phases, each of which has working capital requirements. There can be no assurance that a Client or any portfolio investment will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source when needed.

Adequacy of Reserves. As is customary in the industry, Clients may establish holdbacks or reserves, including for estimated accrued fund expenses, organizational expenses, Management Fees, servicing fees and placement fees and pending or anticipated liabilities, investments, claims and contingencies relating to a Client. Estimating the appropriate amount of such reserves is difficult, and inadequate or excessive reserves could impair the investment returns to investors. If a Client’s reserves are inadequate and the Client’s general partner is unable to draw down capital commitments pursuant to the relevant Governing Documents or other cash is unavailable, the Client may be unable to take advantage of attractive investment opportunities or protect its existing property investments.

Deployment of Capital. In light of certain Clients’ investment strategy and the need to be able to deploy capital quickly to capitalize on potential investment opportunities, such Clients may maintain cash at the Client level pending deployment into investments, which may at times be significant. Such cash may be held in an account of such Client for the benefit of investors or may be invested in money market accounts or other similar temporary investments. In the event a Client is unable to find attractive investments such cash may be maintained at the Client level for longer periods, which would be dilutive to overall investment returns.

Fluctuations in Capitalization Ratios. Pricing of commercial real estate is commonly tracked through prevailing market capitalization rates. An asset’s capitalization rate is its net operating income divided by its market value. If the market capitalization rate of an asset acquired by a Client rises above the capitalization rate at time of its acquisition, the value of the asset would be negatively affected, absent offsetting increases to net operating income since time of acquisition. There can be no assurance that capitalization rates will not increase from time of acquisition.

Zoning, Siting and Permitting Risks. Certain Clients may invest in assets that are subject to zoning, siting, permitting and other requirements, which may be long, burdensome and costly, and may subject a Client and its property investments to governmental and public scrutiny. Although such Clients intend to invest in assets that are already compliant with such requirements, the enactment of new or additional regulations, including those related to building standards and handicap access as well as environmental and zoning restrictions, could force a Client to incur costs in modifying its properties to comply with such regulations or could prevent it from disposing of such properties. Furthermore, such new or additional regulations may cause the Client to incur significant additional costs in making any improvements to its properties.

Laws Protecting Tenants Generally. If tenants of a Client’s assets terminate their lease agreements during lease terms or decide not to renew their lease agreements at the end of their rental terms, or default on their rent payment obligations as a result of financial difficulty or insolvency, the Client’s overall occupancy rate may fall temporarily or the Client may experience a delinquency of rent payments by the tenants, resulting in a decrease in expected revenues. Furthermore, a Client may be limited in its ability to protect itself against such losses through the use of contractual provisions that restrict a tenant’s right to terminate its lease agreement—such as early termination penalties—if courts refuse to uphold such provisions or limit their effect.

Risks Associated with Multi-Asset Credit

Investment Program. Certain Clients’ current strategy is to invest across a variety of assets across different geographies. Accordingly, such Clients will be required to maintain expertise, relationships and market knowledge across a range of asset and investment types and geographic regions, and will be subject to the market conditions affecting each such investment in various markets, including such factors as the local legal and regulatory environment, economic climate, business layoffs, industry slowdowns, changing demographics and supply and demand issues affecting such market. This multi-market approach could require more management time, staff support and expense than would be experienced with a company whose focus is dedicated to a greater extent to fewer investment types or regions than is contemplated by a Client.

Equity Kickers. Certain Clients may receive a range of equity incentives in connection with certain of its originated or acquired loan investments, which incentives would generally be in the form of a warrant to acquire a portion of a borrower’s fully diluted equity, but could also be in the form of shares, an exit fee or some direct participation in proceeds of a sale or listing (and may also be received in connection any workouts or

restructurings of those investments) (collectively, “Equity Kickers”). Such Equity Kickers will generally involve a high degree of risk, and will be subordinate to (and thus inherently riskier than) the debt securities and other liabilities of the issuers of such Equity Kickers. Clients may experience a substantial or complete loss on such Equity Kickers to the extent of any value given in connection with the acquisition thereof. Risks Associated with Investments in Equity A Client may include an equity component (including warrants or other instruments convertible into equity), which may be part of a senior secured loan or mezzanine loan or on a standalone basis. As with other investments that a Client may make, the value of equity securities held by the Client may be adversely affected by actual or perceived negative events relating to the Client of such securities, the industry or geographic areas in which the Client operates or the financial markets generally. However, equity securities may be even more susceptible to such events given their subordinate position in a portfolio investment’s capital structure. As such, equity securities generally have greater price volatility than fixed income securities or debt instruments.

Investments in Convertible Securities. The investment value of a convertible security is subject to, among others, credit risk, the risk of shifts in the market price of the underlying securities and changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline.

Investments in Initial Public Offerings. Investments in initial public offerings (or shortly thereafter) may involve higher risks than investments issued in secondary public offerings or purchases on a secondary market due to a variety of factors, including, without limitation, the limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the issuer and limited operating history of the issuer.

Short Selling. A Client’s investment strategy may include short selling. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to a Client of buying those securities to cover the short position. There can be no assurance that the securities necessary to cover a short position will be available for purchase. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss.

Activist Strategy. A Client may seek to pursue an activist role in effectuating corporate change with respect to an investment in an issuer. The costs in time, resources and capital involved in such activist investments depend on the circumstances, which are only in part within a Client’s control. The expenses associated with an activist investment strategy, including potential litigation or other transactional costs, will be borne by the Client. Such expenses may reduce returns or result in losses.

Risks Associated with CLO Investments

Collateralized Debt and Loan Obligations. When appropriate, certain Clients may purchase rated or subordinated notes in structures such as CLOs or invest in various

tranches of the CLO structures, including the warehouses of these structures. CDOs may issue several types of securities, including CDO and CLO equity, multi-sector CDO equity, trust preferred CDO equity and CLO debt. CDOs are subject to credit, liquidity and interest rate risks. The CDO equity may be unrated or non-investment grade. When holding a CDO equity, a Client will have limited remedies available upon the default of the CDO. The concentration of an underlying portfolio in any one obligor would subject the related CDOs to a greater degree of risk with respect to defaults by such obligor and the concentration of a portfolio in any one industry would subject the related CDOs to a greater degree of risk with respect to economic downturns relating to such industry.

CLO Risks. Certain Clients are expected to invest in loans “warehoused” in anticipation of the formation of CLOs and subject to certain restrictions described herein, a significant portion of the subordinated debt or preference shares, commonly known as the “equity”, of CLO warehouses. We may have limited insight into and knowledge of the CLO investment process of third party managers of CLOs. Further, we will not be involved in the selection of the underlying loan obligations that make up third party managed CLOs. The subordination of CLO warehouse equity makes such exposure a leveraged investment in the assets of the prospective CLOs. Use of leverage is a speculative investment technique and involves certain risks to Clients.

Risks Related to CLO Leverage. CLOs by their very nature are highly leveraged vehicles. Any event that negatively impacts an underlying asset with respect to a leveraged investment could result in a substantial loss that would not be as substantial if the investment were not leveraged. Accordingly, any event that adversely affects the value of an underlying asset of these structures will be magnified by the leverage that is utilized.

Warehouse Investment Risks. Portfolio assets in loan accumulation facilities, financing, or so called “warehouse” investments have risks that are similar to those applicable to investments in CLOs. Certain Clients will invest in such investments through equity interests in special purpose entities (“Warehouses”) established to purchase and “warehouse” loans in anticipation of such special purpose entities becoming CLOs or transferring such loans to CLOs. These “Warehouse Investments” may take the form of a Client acquiring loans, either in its own name or through a subsidiary, using leverage provided by a credit facility or total return swap. In such cases a Client would typically take a “first loss” equity position that would require a Client to bear the amount of any realized losses on the loans held pursuant to the applicable warehouse, which would increase the risk borne by the Client.

Allocation of Gains and Losses Between Warehouse and CLO. In the event that the CLO related to a particular Warehouse Investment is consummated, changes in the value of the underlying warehoused assets during the term of the Warehouse may be borne either by the investors in the Warehouse or by the investors in the related CLO, depending on the terms of the Warehouse documentation. Regardless of which method is selected to allocate changes in the value of the underlying assets between the equity investors in a given Warehouse and those of any related CLO, in the event the CLO related to such Warehouse is not consummated, a Client as an investor in a particular Warehouse will bear the risk of loss on the underlying assets of the Warehouse.

Allocation of Warehouse Expenses. Typically, in the event the CLO related to a particular Warehouse Investment is consummated, all or some portion of the expenses of the Warehouse (as determined by the underwriter of such related CLO) will be borne by that CLO, and not the investors in such Warehouse; provided, that any interest expenses will generally be borne by the Warehouse. However, in the event the CLO related to a particular Warehouse Investment is not consummated, the investors in such Warehouse (including a Client) would be responsible for the expenses of the Warehouse.

Risks Relating to an Investment in CLO Equity. The equity tranche of a CLO (“CLO Equity”) is generally illiquid and dealer marks may not represent prices where assets can actually be purchased or sold in the market from time to time. Accordingly, the mark-tomarket value of CLOs may be volatile and, as a result, the value of an investment in a Client could likewise be volatile.

Subordination of CLO Equity. CLO Equity will generally be subordinated to all other securities of the relevant CLO and most or all other amounts due under the priority of payments set forth in the operative documents of such CLO issuer. As such, the greatest risk of loss relating to defaults in the loans held by a CLO is borne by the CLO Equity. A Client as a holder of such CLO Equity, will rank behind most or all of the creditors, whether secured or unsecured and known or unknown, of such CLO issuer.

Leveraged Nature of CLO Equity. Due to the leverage inherent in a CLO, changes in the value of CLO Equity will likely be greater than the changes in the values of the underlying loans comprising the CLO, which assets are subject to, among other things, credit and liquidity risk. Accordingly, CLO Equity could be significantly affected by, and the leveraged nature of each subordinated class may magnify the adverse impact on each such class as a result of, among other things, changes in the market value of the loans, changes in the distributions on the loans, defaults and recoveries on the loans, capital gains and losses on the loans, prepayment on the loans and the availability, prices and interest rate of the loans.

No Control Rights over Collateral Management Activities. We will not have the discretion to make collateral management decisions for a CLO or warehouse, including with respect to asset selection, disposition and amendments of the underlying loans or bonds. We will rely on the third party managers acting in the best interests of the CLO or warehouse pursuant to the organizational documents or other arrangements in connection with the CLO or warehouse.

Termination or Removal of Collateral Manager. A CLO collateral manager may be removed or terminated as collateral manager with respect to any CLO it manages in a number of circumstances, including the breach of certain terms of the CLO governing documents or the involvement of such collateral manager or one of its or their employees in fraud or a criminal offense relating to its collateral management business. Because any replacement collateral manager may not be able to manage the CLO according to the standards of the prior collateral manager, any transfer of its collateral management functions to another entity could result in reduced or delayed collections, delays in processing payments and information regarding the loans and a failure to meet all of the

collateral management procedures required by the applicable collateral management agreement.

Performance of Investments is Highly Dependent on Performance of the Collateral Manager. Each CLO and warehouse will rely on the collateral manager to make collateral management decisions. The actions of the collateral manager may significantly impact the returns on such investments. In the event of a bankruptcy or insolvency of an underlying obligor, a court or other governmental authority may determine that the claims of the relevant CLO issuer are not valid or not entitled to the treatment investors in the CLO securities (such as a Client) expected or modeled when making their initial investment decision.

Lack of Control over CLOs. While certain Clients expect that their Warehouse Investments will be primarily held in the form of CLO warehouse equity interests that are majority equity positions, and many CLOs permit the holder of a majority or supermajority of its warehouse equity securities to direct a redemption, refinancing or repricing of such CLO, there can be no assurance that any particular CLO warehouse equity interest acquired will bear such rights or that such Clients will choose to or be able to enforce them. Even if a Client were to hold a majority (or even all) of the warehouse equity securities of a particular CLO, it may not be able to enforce any such rights under the governing documents of the CLO without the consent of certain other holders of CLO warehouse equity securities.

Subordinate CLO Equity. Dividends and other distributions on CLO equity are subject to priorities of payments. CLO warehouse equity is subordinated to the prior payment of all obligations under CLO debt securities, and payments with respect to the mezzanine tranches of CLO debt securities are subordinated to the prior payment of all obligations with respect to the more senior tranches. Thus, the greatest risk of loss relating to defaults on the collateral held by CLOs is borne by the CLO warehouse equity and after the CLO equity by the mezzanine tranches of the relevant CLO debt securities.

Portfolio Ramp-Up. For a certain period of time after the closing of a warehouse, the applicable collateral manager will continue to purchase assets for the vehicle. Any inability of the issuer to acquire assets that satisfy the “eligibility criteria” specified for such warehouse may adversely affect the timing and amount of distributions on the investments. There is no assurance that such collateral manager will be able to acquire assets that satisfy the eligibility criteria.

Legal Restrictions on CLO Distributions. All payments to holders of CLO equity, other than payments made on the final redemption date, will be paid as dividends in accordance with the corporate law of the applicable warehouse. Any amounts paid as dividends or other distributions on warehouse equity will be payable only if the issuer has sufficient distributable profits and/or share premium and meets any other applicable restrictions imposed on the issuer under its jurisdiction of formation. In addition, such issuer must be and remain solvent after such distributions are paid.

No Control Over Event of Default Remedies. If an event of default occurs under the indenture, loan agreement or other document governing an investment, the holders of a majority of the most senior class of outstanding notes or loans issued by such investment generally will be entitled to determine the remedies to be exercised under the indenture, loan agreement or other governing document. These remedies, which may include the sale and liquidation of the assets underlying the Investment, could be adverse to the interests of a Client as a holder of equity and/or mezzanine tranches.

Limited Recourse Nature of Investments in Warehouse Investments. Warehouse Investments are, generally, limited recourse obligations of the issuer payable solely from distributions on, and sale proceeds of, the underlying assets owned by the issuer. If the distributions on and sale proceeds of the underlying assets are insufficient to make required payments on the securities, no other assets will be available for the payment of such deficiency and following the distribution of such distributions and proceeds to the holders of the securities, the obligation of the relevant issuer to pay such deficiency will be extinguished.

Optional Redemption or Prepayment of Securities. An optional redemption of the rated notes issued by a CLO, or prepayment of the senior notes or loans associated with a Warehouse Investment, could cause the assets underlying the investment to be liquidated prior to the expected maturity of such notes or loans, which could adversely affect the realized value of the collateral sold and could result in an elimination or reduction in the amount distributable with respect to the equity tranches of such investment. This could adversely impact returns to a Client’s investors.

Mandatory Redemption or Prepayment in Case of Failure of the Coverage Tests. If any coverage tests are not met for any of the rated notes issued by a CLO, then proceeds of the underlying assets that would otherwise be available for reinvestment or for payment to the holders of the more junior tranches of securities of such CLO, including the CLO warehouse equity, will instead be used to redeem or prepay one or more classes of such rated notes to the extent necessary to restore the applicable coverage test to the minimum required level or to cause such rated notes to be redeemed in full. The full or partial redemption or prepayment of such rated notes would result in an elimination, deferral or reduction in the amount distributable to the holders of the more junior tranches of securities of such CLO, including the CLO warehouse equity (which may include a Client), which could adversely impact the returns to investors.

Reinvestment Risk. As part of the ordinary management of its portfolio, a warehouse will typically generate cash from asset repayments and sales and reinvest those proceeds in substitute assets, subject to compliance with its investment guidelines and certain other conditions. The earnings with respect to such substitute assets will depend on the quality of reinvestment opportunities available at the time.

Access to CLO Origination Market. The disposition value of a Client’s investments may depend in part on such Client’s ability to access the market for CLO warehouse equities. To the extent such markets are experiencing volatility or otherwise not functioning normally, the market for buyers of a Client’s investments may be limited.

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.

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

are later transferred into the Client in exchange for a percentage ownership in such Client. We review such transactions with outside counsel in an effort to ensure that we comply with the requirements of Section 206(3) of the Advisers Act in respect of principal transactions. We have established certain policies and procedures reasonably designed to comply with the requirements of the Advisers Act as they relate to principal transactions, including that the requisite disclosures be made to the applicable Client regarding any proposed principal transactions, if required by the Advisers Act or applicable law, and the Client’s prior consent to the transaction be received. In addition, the Governing Documents relating to Clients typically contain additional restrictions on our ability or that of Clients to engage in principal transactions and disclosures regarding principal transactions that are likely to arise in the operations of Clients. Participation of TPG BD and Related Entities in Capital Markets Activity. We leverage our internal expertise and infrastructure in structuring and executing a wide array of capital markets transactions across TPG, including those involving existing, prospective and former portfolio investments (including their respective affiliates and related entities of the Clients and their respective portfolio investments, such as holding companies, subsidiaries and TPGsponsored continuation vehicles). Examples of the ways in which we do and expect to deploy our capital markets expertise include:

structuring and arranging merger and acquisition transactions and providing other related transaction advisory services;

structuring, executing and underwriting initial public offerings, follow-on primary offerings and secondary offerings (including “block trades”) and private placements of equity, debt and other securities, including Clients and Related Funds and other private funds and secondary securities offerings by Clients and Related Funds;

structuring, sourcing, trading, executing, syndicating, underwriting and repurchasing high yield and other bonds, preferred securities, hybrid instruments, notes, loans, mortgages, sale leasebacks, receivables, asset-backed securities, other credit instruments and other financial instruments;

originating, structuring, arranging, syndicating, placing, providing and repurchasing loans, credit facilities, asset-based facilities, securitizations, acquisition financings, bridge financings, hedging and similar and other financial instruments and financial services (including in respect of portions of the capital structures of issuers in which the Clients do not invest), including where such instruments and financial services are in respect of, or subsequently acquired by a Client or Related Fund;

structuring and arranging amendments to existing securities, credit facilities and other instruments;

advising on, negotiating, structuring and executing liability management transactions;

structuring and implementing interest rate, foreign exchange and other hedging or derivative strategies;

advising on, structuring, sourcing, arranging and executing transferable tax credit transactions or other transactions involving financial instruments;

structuring and executing other similar transactions to finance a Client’s direct or indirect acquisition of a portfolio investment or to enable a Client to monetize all or a portion of its direct or indirect interest in a portfolio investment, including through the syndication of a TPG-sponsored continuation vehicle or co-investment or an investment, recapitalization, refinancing, restructuring or other similar transactions;

structuring and executing financing, interim financing and certain “fronting” and “seasoning” transactions and syndications in respect of, or otherwise making investments that are intended to be of a temporary nature in, any portfolio investment in which a Client invests or intends to invest;

providing other loan servicing, collateral agent, administrative agent and other similar services, such as loan sourcing, loan due diligence and general servicing or administration services related to loan portfolios;

structuring and executing a Client’s interest in a portfolio investment, as well as syndicating and placing such interests with one or more other Clients and/or Related Funds (and vice versa);

providing syndication services more generally, which we expect to include identifying potential third-party investors (including potential co-investors, syndicate participants and/or financing counterparties), transaction structuring to attract third-party investors and/or financing counterparties, preparing marketing materials, performing outreach, executing on a syndication and sell-down strategy, arranging financing and providing postclosing support (including in each case in situations where there may not ultimately be any allocation, syndication or sell-down to third-party investors or financing more generally);

providing strategic and capital markets advice with respect to any of the foregoing transactions (including in connection with mergers and acquisitions, recapitalizations, refinancings and restructurings); and

providing any other capital markets or other services that a third party may render to or with respect to a Client or an existing, prospective or former portfolio investment and/or their affiliates or related entities.

We expect that the types of capital markets services we provide will evolve and expand in light of market developments and industry trends. We may in the future acquire an interest in or establish other businesses and service providers that will also be entitled to fees from a Client and its portfolio investments in which a Client invests and/or to other parties participating in transactions with a Client; such fees will also not be taken into account in calculating any reduction in the Management Fees payable to us by a Client.

Our registered broker-dealer TPG BD and related entities typically receive compensation for the services we provide in connection with these capital markets and other activities, including but not limited to those listed above. The compensation may take a variety of forms, including, for instance:

a portion of the commission or discount paid to the investment banks that underwrite a securities offering;

a fee or other compensation for arranging the syndication, placement or origination of debt financing for one or more Client, a portfolio investment and/or Related Funds or other coinvestors (including transactions where we and/or a Client originates and participates out a funded and/or unfunded portion of a loan to a co-investor); or

a fee for facilitating the efficient execution by a Client of a “block trade” or other secondary sale to monetize its direct or indirect interest in a pre-IPO or publicly traded portfolio investment.

Depending on the nature of the transaction, the Client, one or more holding companies, the portfolio investment, TPG-sponsored continuation vehicles, Co-Investment Vehicles or other parties to the transaction will pay the fee to TPG BD (or a related entity). Where legal and regulatory circumstances permit, including outside the United States, other TPG affiliates may perform such capital markets services and other activities and receive compensation for the provision of such services. TPG BD (or a related entity) expects to also receive transaction fees, and other upfront consideration or other similar fees from borrowers or other persons in connection with investments made by a Client or, if applicable, from other holders of the investment or in connection with the syndication or secondary trading of part of an investment. Such fees and consideration come in various forms, including documentation fees, structuring fees, closing fees, underwriting fees, arrangement fees, loan origination fees, collateral fees, directors’ fees, consulting fees, advisory fees, Management Fees, monitoring fees, agency fees or original issue discount built into the price of the investment. In addition, TPG BD (or a related entity) can receive fees in connection with the origination, arranging, execution, underwriting or structuring of debt financing for Clients or related entities. These fees could take multiple forms, including loan origination fees, arranging fees, structuring fees, underwriting fees, agency fees and/or similar fees or original issue discount for such services. When providing loan services a Client and/or Related Funds that invest in loan participations, TPG BD (or a related entity) could receive servicing fees and expense reimbursements. A Client could raise financing by causing a special purpose vehicle to issue debt or equity securities, in which case TPG BD (or a related entity) could receive fees in connection with the placement or syndication of such securities. When a Client monetizes a portfolio investment through a public offering, TPG BD (or a related entity) could be part of the offering’s underwriting syndicate, in which case it would agree to purchase as principal from the Client a portion of the interest the Client is selling. TPG BD (or a related entity) could also, on behalf of a Client, effect transactions, including transactions in the secondary markets where TPG BD (or a related entity) is also acting

as a broker or other agent or advisor on the other side of the same transaction (with such transactions being generally known as “agency cross transactions”). Any capital markets fees, compensation or reimbursements we receive (through TPG BD or otherwise) in connection with providing services to Clients and/or Related Funds, including in respect of their potential, former or existing portfolio investments, whether in cash, warrants or other securities or instruments, or in the form of discounts or rebates or otherwise, will not, in accordance with the Governing Documents, offset the Management Fees or any other compensation payable to us or require the approval of the advisory committee or any independent third party or the consent of investors. TPG BD (or a related entity) will retain, and benefit from, the compensation we describe above, whether for services we specifically identify or develop in the future. Accordingly, neither a Client nor any investors will receive any portion of such fees, other compensation or reimbursements. We generally intend to disclose annually to investors in the applicable Clients the amount of compensation we receive for capital markets services rendered in respect of Clients’ portfolio investments. While we believe that our internal capital markets capabilities help maximize value for Clients and Related Funds, our ability to utilize TPG BD (or a related entity) in connection with the foregoing transactions gives rise to conflicts of interest, including:

In general, we have an incentive to retain, or to exercise our control or influence over a Client or a portfolio investment’s management team or other participant so that it retains TPG BD (or a related entity) or otherwise transacts with TPG BD (or a related entity) instead of other unaffiliated broker-dealers or counterparties. For instance, TPG BD (or a related entity) could take the place of another investment bank in the syndicate underwriting a securities offering or debt placement or act as the sole or lead financial institution on a transaction instead of a third-party bank or third-party financial institution (including banks or financial institutions that were previously retained by predecessor funds and other Clients and/or Related Funds for similar transactions).

When involved in a particular transaction, TPG BD (or a related entity) has the incentive to seek higher fees or other favorable terms from the Clients, the portfolio investment or other counterparties. In particular, when TPG BD (or a related entity) is lead or sole arranger or lead or sole underwriter, it will be responsible for negotiating and establishing the relevant fees and other payments charged to a Client, portfolio investment or other counterparty.

TPG BD (or a related entity) has further incentive to structure a transaction so that it benefits Clients or certain investors in the Clients or other third parties that are of strategic importance. For example, TPG BD (or a related entity) could: o influence the placement of portfolio investment securities or debt instruments so that investors who are sizeable investors in multiple Clients or Related Funds or who pay TPG BD (or a related entity) a placement fee, receive an allocation ahead of others.

o place such securities or instruments with another Client or Related Fund or vehicle (and receive compensation for such placement); and o place with a Client (and receive compensation for such placement) securities or instruments related to a portfolio investment of one or more other Clients or Related Funds.

To the extent that our capital markets personnel face competing demands for their time and attention, we have an incentive to devote our limited capital markets and related resources to portfolio investments and transactions that would generate the highest fee for TPG BD (or related entities) or otherwise benefit us. TPG employees who provide capital markets services are under no obligation to prioritize the interests of a particular Client or its investors in determining how to allocate their time across various projects within TPG.

In connection with any transaction that involves a Client and results in compensation to TPG BD (or a related entity), TPG as a firm will receive higher total economics than if TPG BD (or a related entity) were to not receive deal-related compensation or if we were to offset the Management Fee by an amount equal to the compensation TPG BD (or a related entity) receives. As a result, we have a financial incentive beyond the one arising from the Management Fee and performance allocation, thus incentivizing us to originate more investments for a Client that result in fees for TPG BD and discourage investments that do not.

We have an incentive to allocate investments to Clients that do not require us to offset Management Fees in the event TPG BD (or a related entity) receives compensation in connection with transactions involving the Client or its investments.

In certain circumstances, it is possible that multiple provisions of a Client’s Governing Documents would provide that a fee TPG BD (or a related entity) receives does not result in a corresponding “offset” to the Client’s Management Fee. Some of those provisions may impose an overall limit on the amount of fees that we can receive on an annual or other basis pursuant to that provision without offsetting the Client’s Management Fee. In those situations, we have an incentive—and intend—to treat TPG BD’s (or a related entity’s) activities as a capital markets service under the relevant Governing Documents that does not limit the amount of such fees we can receive before being required to offset the Management Fee.

In certain situations, the involvement of TPG BD (or a related entity) in a financing transaction or underwriting for a portfolio investment could prevent a Client from investing in that portfolio investment.

In addition, other actual or potential conflicts of interest in connection with the foregoing transactions include:

whether the TPG BD (or a related entity) engagement, including amount of fees or other economics to be paid or received, is on terms that are not materially less favorable than

terms that could be obtained from a third party with commensurate skill, expertise or experience (to the extent applicable);

the portfolio investment viewing the total amount of fees and interest paid for or in connection with the financing (or similar instrument) as one overall category of remuneration, and therefore not seeking to negotiate the quantum of fees to be paid to TPG BD (or a related entity), which could result in reduced fees or other compensation and/or less attractive investment terms for a Client;

an incentive to pursue investment opportunities with greater fee opportunities for TPG BD (or a related entity), whether as a percentage of the investment size or absolute dollar amount, which could adversely impact the Client’s sourcing, diligence and approval process; or

the under- or over-commitment of certain Clients and/or Related Funds, and/or the inclusion or exclusion (in whole or in part) of certain Clients and/or Related Funds from an investment opportunity, to the extent that would increase the likelihood of a TPG BD (or a related entity) engagement.

In addition, TPG BD (or a related entity) could, as a result of facilitating the repurchase of instruments or securities or in the course of trading for its own account, hold positions in instruments and securities issued by the Client’s portfolio investments, enter into obligations to acquire such instruments or securities, and engage in transactions that could be appropriate investments for a Client. Moreover, in the event TPG BD (or a related entity), participates as an underwriter in a transaction involving a portfolio investment that later gives rise to a legal cause of action, a Client would have a conflict in determining whether to sue the underwriters. Even if TPG BD (or a related entity) is not involved, a Client could still have a conflict in determining whether to bring a claim because of the relationship TPG BD may have with such non-affiliated broker-dealers, which could relate to and otherwise benefit other Clients, Related Funds and/or TPG and its proprietary entities and not the Client. The involvement of TPG BD (or a related entity) in an investment opportunity could give rise to various actual or apparent conflicts for the Clients, including:

causing a lending-related investment opportunity to be treated as an affiliate loan origination (from a tax perspective) and thereby restricting the ability of certain types of Clients to participate;

seeking to avoid allocation of these investment opportunities to Clients where investor consents and/or Management Fee offsets are required; and

potential screening bias against potential investment opportunities that do not include TPG BD (or a related entity) fee component.

TPG BD acts as placement agent in respect of investment funds that are sponsored and managed by third-party investment managers, including funds that may compete with the Clients. In

providing such services to, or with respect to, a competitor fund or company, TPG BD will not take into consideration the interests of the relevant portfolio investments or the Clients. Occasionally, whether a service constitutes a service provided by TPG BD (or a related entity) or otherwise another service company which is our subsidiary, affiliate or related person may not be clear. In these instances, the Client’s general partner will determine in its sole discretion what treatment is most appropriate for a particular service provider or service rendered to the Client. We generally will evaluate any such transactions on a case-by-case basis to address any such conflicts. Transactions involving a Client and TPG BD are also reviewed with regard to the appropriateness of the transaction and any fiduciary obligations. Financings by TPG and its Affiliates. Certain Clients and their subsidiaries are expected to enter into borrowing and/or financing with different lenders. Subject to the express provisions of a Client’s Governing Documents, we, TPG or one of our respective affiliates are permitted to provide loans to a Client to bridge capital contributions or other borrowings to facilitate the completion of a portfolio investment. For example, this may arise to the extent that a Client has not established a subscription facility, or a Client is not able to incur sufficient borrowings under a subscription facility to make an investment. In addition, TPG or one of its affiliates could be one source of financing in a larger syndicate of lenders to a Client. Lending from TPG or its affiliates may be provided from other Clients and/or Related Funds, TPG’s balance sheet or other pools of capital affiliated with TPG. If we, TPG or one of our affiliates participates as a lender in borrowings by a Client or any subsidiary (including an investment entity), TPG’s interests may conflict with the interests of a Client or the applicable investments. Specifically, we are responsible for pursuing a Client’s investment objectives, are under common control with TPG and will encounter conflicts where, for example, a decision regarding the acquisition, management, holding or disposition of an investment or potential investment is considered attractive or advantageous for the Client yet poses a risk of economic loss of principal to TPG or its affiliates as lender. Where TPG or its affiliate is a lender to a Client, such Client’s assets may be pledged to such TPG entity as security for the loan. In its capacity as a lender, the relevant TPG entity may act in its own interest, without regard for the interests of a Client, the investments or the investors, which may materially and adversely affect a Client, any subsidiary or investment entity and, in certain circumstances such as an event of default, ultimately may result in realization of a Client’s or an investment’s assets and a loss of the entire investment of the investors. In addition, if we or any of our affiliates is a party to a transaction or an agreement with a Client or an investment to provide services or financing to a Client or such investment or is a lender to a Client or any of its portfolio investments, a Client’s general partner will have the sole right to, through or on behalf of a Client, either (i) take any action to implement the agreement, enforce any provisions thereof or any rights of a Client thereunder, terminate the agreement pursuant to any right of termination provided in such agreement, give required notices or give or make any approval, consent, decision or waiver under such agreement or (ii) nominate a third party to approve any action or inaction to be taken with respect to any such related party transaction or agreement. Third-Party Placement Agents. We may enter into arrangements with third parties to raise capital for a Client. Such third-party placement agents will likely receive placement fees and/or other

compensation (the “Fees”) for providing solicitation and other services with respect to certain investors that directly and/or indirectly invest in a Client, and such Fees are generally based upon the size of an investor’s capital commitment to a Client, although such fees also have the potential to include flat fees and bonuses. The Fees typically are expected to be paid by an affiliate of the applicable general partner. As a result of the Fees, placement agents have a significant economic incentive to solicit investors to invest in Clients, resulting in a material conflict of interest. Placement agents also seek to do business with and earn fees or commissions from the general partners and/or their affiliates, as well as with other third-party fund sponsors that may have similar or different investment objectives from Clients. Examples of such business include placement, underwriting, investment banking, lending, consulting, advisory, valuation, personal banking and/or asset management. Accordingly, potential investors should recognize that a placement agent’s participation as placement agent for interests in a Client potentially will be influenced by its interest in such current or future fees and commissions, including differentials in the placement fees that are offered by us or other third-party fund sponsors for which the placement agent acts as placement agent. We also reserve the right to allow placement agents and their personnel to invest in a Client, Related Funds and/or their respective portfolio investments, including on preferential economic terms, which gives rise to potential conflicts of interest. Allocation of Investment Opportunities. Certain investment opportunities are appropriate for multiple different Clients and Related Funds. Subject to a Client’s Governing Documents and our policy to allocate opportunities in a manner we consider fair and equitable over time under the circumstances as discussed further below, we are not under any obligation to offer investment opportunities of which we become aware to a Client, share with or inform a Client of any investments before offering such investments to other Clients or Related Funds. Furthermore, TPG is expected to make certain investments on behalf of other Clients or Related Funds without offering the investment opportunity to, or making any investment on behalf of, a Client, and we expect to make certain investments on our own behalf without offering the investment opportunity to a Client (and we will not generally be required to disclose or seek consent from an advisory committee for any such investments). Affirmative obligations may arise in the future whereby we are obligated to offer certain investments to Related Funds before or without offering those investments to a Client. In addition, we expect to make investments on behalf of a Client in securities or other assets that we have declined to invest in for our own account, or the account of any of our affiliates, other Clients or Related Funds. Related Funds are generally subject to contractual investment allocation requirements, such as “duty to offer” provisions or clauses stipulating a specified allocation for certain types of investments. Where certain Clients and Related Funds have “duty to offer” provisions, these provisions are customized for each Client and Related Fund in light of its mandate. These provisions typically carve out certain types of investment opportunities, including follow-on investments or dispositions by other Clients or Related Funds. In certain cases, these “duty to offer” provisions will give a Client or Related Fund contractual priority over certain investments even though such investments may fall within the “duty to offer” provisions or investment objectives of other Clients or Related Funds. In circumstances where a Client’s Governing Documents do not impose on us a “duty to offer” to a Client any potential investment opportunity, we have no obligation to pursue through the Client (as opposed to another Client or Related Fund or TPG and/or its affiliates) an opportunity that fits

within the Client’s investment objective. If we determine that an opportunity is suitable in whole or in part for one or more other Clients and/or Related Funds, we may offer that opportunity to such other Client(s) and/or Related Fund(s) before offering it to the Client, and such Client will participate only after such other Client(s) and/or Related Fund(s) have received their eligible and/or contractually required allocations, as determined by us in our sole discretion. In addition, we may determine that an investment is suitable for another Client and/or Related Fund, taking into account the investment objectives or other relevant provisions of the limited partnership or equivalent agreement or marketing materials of such Client and/or Related Fund, even where such other Client and/or Related Fund does not have a contractual “duty to offer” with respect to such investment. Similarly, we may determine that an investment should be made on behalf of us, TPG or its affiliates (for their own account) or would be more appropriate as a business combination with us, TPG or its affiliates, even where such investment is suitable for a Client (see “Conflicts Related to Strategic Transactions”). 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” below, certain Clients are, and may be in the future, walled off from certain Related Funds by an information barrier. While any information barrier is in place, a Client will generally not have access to information about “walled-off” funds and their investments, and the businesses on the same side of any such information barrier as a Client are generally expected to be subject to the allocation policies applicable to the Client and not our allocation policies and procedures that apply to “walled-off” funds on the other side of such information barrier (and vice versa). In addition, any “walled-off” businesses and their dedicated personnel are generally authorized to make investments without regard to a Client’s investment allocation provisions or the procedures described above. Accordingly, it should not be assumed that a Client will be allocated any opportunity sourced by personnel or businesses on the other side of an information barrier. In the absence of information barriers, certain Clients could be restricted from making certain investments, or certain investments suitable for and/or sourced by us for certain Clients may instead be allocated to other Clients and/or Related Funds (and vice versa). These restrictions could materially limit the universe of available investments to a Client and, in turn, the returns received by the investors therein. We have significant discretion in allocations of investments to a Client, and as a result of other Clients’ priority rights (and/or the “duty to offer” provisions or other priority rights of Related Funds currently on the other side of an information barrier), in certain cases a Client may not be offered the opportunity to participate in certain investment opportunities that fall within its investment objectives, and participation by a Client in such opportunities may be limited or curtailed to the extent required by the “duty to offer” or other priority rights of such other Clients and/or Related Funds or otherwise allocated to such other Clients and/or Related Funds. In addition, our allocation of investment opportunities among Clients, Related Funds and TPG and/or its affiliates potentially will result in the allocation of all or none of an investment opportunity to one or more Clients, Related Funds and TPG and/or its affiliates (including in connection with follow-on investments), or a disproportionate allocation among Clients and/or Related Funds and TPG and/or its affiliates, with such allocations being less advantageous to a Client relative to one or more other Clients and/or Related Funds and TPG and/or its affiliates receiving such allocation. For example, higher target deployments for certain Clients or Related Funds that are newly funded and in a “ramp up” stage will in certain cases result in priority or higher allocations to such Clients or Related Funds. In addition, because the decision to pursue an investment opportunity and

whether an investment is suitable for a Client lies within our discretion, it is possible that a Client may not be given the opportunity to participate in certain investments made by other Clients and/or Related Funds even in circumstances where we are not required to give a priority investment allocation to such Clients and/or Related Funds. We typically negotiate transactions on behalf of multiple participating Clients and/or Related Funds, notwithstanding that the effect of such aggregation or lack thereof can operate to the disadvantage of some Clients. To the extent that we or the Related Adviser of a “walled-off” fund on the other side of the information barrier determines that a potential investment is not suitable for a Client or such “walled-off” fund, respectively, we or such Related Adviser, as the case may be, may refer such investment to one another. To the extent that we refer any potential investment to such Related Adviser, we (including our employees and personnel) may share in the carried interest, incentive allocation and/or other performance-based compensation paid by the applicable “walled-off” fund in respect of such investment (and vice versa). Such compensation arrangement (including the different compensation structure of Clients) could incentivize us to refer a potential investment to such Related Adviser rather than pursue such investment on behalf of the Client. To the extent we initially pursue an opportunity for a Client and ultimately refer such opportunity to a Related Adviser, such Related Adviser and the “walled-off” fund could be under no obligation to reimburse the relevant Client for expenses incurred in pursuing the opportunity. The foregoing disclosure is not intended to be exhaustive of all potential risks and conflicts of interest relevant to a Client arising from or out of “walled-off” funds. In addition, we may in the future decide to integrate the “walled-off” funds and deal teams with our other businesses. Such integration could present additional risks and potential conflicts of interest that are not described herein. We will face certain conflicts of interest in allocating investment opportunities among Clients and Related Funds, particularly with respect to such Clients and Related Funds whose investment strategies overlap with one another, invest in similar types of assets and/or have differing economic incentives. Specifically, because certain Clients have different fee, expense and compensation structures, we have an incentive to allocate an investment opportunity to a Client that would generate a higher fee or more carried interest. In addition, our professionals will generally participate indirectly in investments made by the funds in which they invest (see “Conflicts Arising from Interests of Our Professionals in Clients and Related Funds”). There is also a possibility TPG employees will invest in opportunities we decline for Clients. We do not explicitly take such considerations into account in making allocation decisions and expect that our procedures and principles will help mitigate the risk that these incentives implicitly influence our allocation decisions. In determining whether a Client is eligible for an investment opportunity, we will take into consideration the Client’s investment strategy and any applicable restrictions set forth in such Client’s Governing Documents and other factors applicable to each strategy, which may include, but are not necessarily limited to, whether a Client is in or past its investment period, the target return and return profile of the investment, the business plan and hold period, the equity size of the investment, ratings, available capital, buying power, liquidity, sponsor backing, concentration limits or prohibitions, minimum or maximum position sizes, borrower EBITDA requirements, project duration, industry and sector exposure, diversification, restrictions on specific loan types,

adherence to CLO tests and counterparty. If more than one Client is eligible for an opportunity, we will allocate among such Clients in a manner that we consider in good faith to be fair and equitable over time under the circumstances, in accordance with our then-current allocation policy and any contractual obligations applicable to Clients or Related Funds. The methodologies applied to allocate opportunities fairly and equitably over time under the circumstances may include, but are not limited to, allocating pro rata based on a Client’s buying power, commitments, net asset value or target position size, pursuant to a rotation, priority rights to investments as set forth in a Client’s Governing Documents or the existing ownership of the Clients or by other allocation methods determined by us to be fair and equitable over time under the circumstances. Applying such methodologies involves subjective judgments, for example with respect to determining a Client’s buying power or target position size. We may experience conflicts of interest in making such judgments, and there can be no assurance that that allocation to a particular Client would not be more favorable in the absence of such conflicts. In addition, there can be no assurance that any such judgments will prove correct in hindsight. Any such methodologies and judgments may evolve over time, which may result in changes to allocations over time. In making allocation determinations pursuant to our allocation policy, we can also consider the following factors, and such factors can result in a different allocation of investment and/or sale opportunities:

whether the risk-return profile of the proposed investment is consistent with the fund or account’s objectives;

differences in investment mandates;

each fund’s or account’s targeted rate of return and hold period;

the prospective investment’s geography, nature of its business and scale;

diversification requirements, expected future capacity, portfolio composition and amount of capital available for investment by each fund or account as well as each fund’s or account’s projected future capacity for investment;

the size of the investment opportunity;

anticipated holding period of the prospective investment;

the suitability as a follow-on investment for a current investment of a fund or account;

the availability of other suitable investments for each fund or account;

risk considerations;

cash flow considerations;

asset class and attribution’s restrictions;

sector, industry, product, issuer, originator and other risk profile allocation targets;

minimum and maximum investment size requirements;

legal, contractual or regulatory constraints that would or could limit a fund, vehicle or account’s ability to participate in a proposed investment;

any other relevant terms and conditions and limitations imposed by or conditions set forth in the relevant offering documents and limited partnership agreements (or analogous organizational documents) of each fund, account and investment vehicle (including any requirements to offer a specific percentage of a relevant investment opportunity to a particular fund or account or other similar priority allocation requirement);

the potential for the proposed investment to create an imbalance in the fund’s or account’s portfolio;

the liquidity requirements and reserves of the fund or account;

the available capacity for less liquid investments in a particular fund or account;

tax, accounting, political, national security and other considerations or consequences;

the need to re-size risk in the fund’s or account’s portfolio;

yield targets and portfolio construction considerations and leverage considerations;

the identity of the individual or individuals who sourced the investment (including but not limited to in circumstances where it is a TPG affiliate on another side of a permanent information barrier);

principles of portfolio management and investment objectives and strategies;

the applicable fund’s or account’s (including warehouse vehicles) expected lifecycle and duration of commitment period (if any) (including, for instance, whether they are in a “ramp up” stage or a “wind down” stage);

avoiding a de minimis or odd-lot allocation;

concentration limit;

whether an investment opportunity is pursuant to a forward flow agreement;

strategy limit;

maturity, tenor or weighted average life of an investment;

adherence to CLO/CBO fund test;

the seniority of an investment and other capital structure criteria;

supply or demand for an investment opportunity at a given price level;

whether an investment opportunity requires additional consents or authorizations from a fund, an account or other third parties;

whether an investment opportunity would enable a particular fund or account (or combination thereof) to qualify for certain programmatic benefits or discounts that are not readily available to other funds or accounts including, but not limited to, the ability to enter into credit arrangements with certain financial or governmental institutions;

whether there are any established guidelines regarding rotation;

the applicability of a co-investment exemptive order;

the management of any actual or potential conflict of interest;

co-investment arrangements;

timing expected to be necessary to execute an investment;

the capital efficiency of the investment opportunity for insurance and/or other purposes;

expected or actual ratings or lack of ratings of the investment opportunity;

whether and when a particular fund or account is expected to undergo a securitization;

availability of counterparty relationships needed to effect the transaction or administrative and operational considerations by the counterparty;

whether the investment opportunity is expected to provide strategic benefits to a fund or account;

whether the investment opportunity is a hedge or other security transaction made in relation to the existing positions or overall composition of a portfolio; and

other factors that we determine in its discretion to be relevant under the circumstances and that may change from time to time.

Any such factors will likely vary over time and on a case-by-case basis and, in exercising allocation discretion, we may make allocation decisions that, in retrospect, were based on imperfect information, or often accord greater weight to only a few factors or a single factor considered. One or more different factors are likely to be emphasized or be considered less relevant with respect to different investments depending on then-existing facts and circumstances deemed relevant by us and taking into account the broader facts and circumstances and portfolio construction considerations applicable to each Client. Furthermore, the weight we ascribe to certain considerations will evolve over time in response to, among other things, changes in market

conditions, the competition we face for investments and the mix of opportunities available. The allocation of opportunities, including consideration of the factors above, requires us to make subjective judgments. Any such judgments and their application involve inherent conflicts and risks that assumptions regarding investment opportunities will not ultimately prove correct and accordingly, there can be no assurance that our subjective judgments will prove correct in hindsight. In certain cases, it is possible that an investment opportunity would only be available to certain TPG AG Personnel or Clients or Related Funds, but not other Clients, including because the counterparty or issuer is only willing to transact with certain persons. Additionally, because Clients and Related Funds are advised by different personnel that may have differing views regarding the attractiveness of a particular investment, a Client is expected from time to time to decline to pursue an investment that is then pursued by another Client, Related Fund, us and/or our affiliates or vice versa. Investors should not assume that an investment opportunity that may be appropriate for a Client will necessarily be offered to a Client. In some cases, this will result in certain transactions being shared among two or more Clients, while in other cases it will result in one or more Clients being excluded from an investment entirely. The application of our allocation principles is a fact-intensive exercise. Each allocation decision may be based on facts and circumstances specific to each investment and individual Client and, in certain cases, to us. We make allocation determinations based solely on our expectations at the time investments are made; however, investments and their characteristics may change and an investment not allocated to a Client may prove to have been suitable for the Client in hindsight. Further, while we base our allocation decisions on the information available to us at the time the investment is made, this information could prove, in retrospect, to be incomplete or otherwise flawed. In some instances, we may receive new, different or additional information regarding an investment opportunity during the course of performing continued due diligence on such investment opportunity. To the extent such investment opportunity had already been allocated to one or more Clients pursuant to our allocation methodologies, we are not obligated to reconsider its allocation decision, and generally could elect not to do so, including in cases where structuring work has already been undertaken with respect to the initial allocation or changing the allocation would otherwise be costly or burdensome. However, in certain cases, we may alter a prior allocation determination in order to take into account a change in facts or assumptions. For example, a Client may be permitted to syndicate a potential co-investment after closing and Related Funds may have similar rights. In the event that a Client or a Related Fund fails to syndicate a potential co-investment, we are permitted to reallocate the portion of the investment that was not syndicated, and any such re-allocation may involve a transfer, a purchase or a sale of such an investment between a Client and a Related Fund without approval of the investors. Also, allocation determinations often take into consideration the relative available capital of the participating Clients and Related Funds. In the event that there are changes to the relative available capital of Clients and Related Funds following our initial allocation determination (for example, due to another investment being contemporaneously pursued by a Client or a Related Fund not ultimately being consummated), we are permitted to reallocate the relevant investment among the Client and such Related Fund. In each of the situations described above, and other similar situations, the re-allocation may involve a transfer, a purchase or sale of such an investment between a Client and a Related Fund, which will not require investor approval unless required pursuant to the Client’s Governing Documents. Such re-allocation may also result in such Related Fund benefiting from the Client’s prior diligence in the investment,

potentially without any corresponding obligation to reimburse the Client for the cost of the diligence or related expenses (and vice versa). In addition, we expect our allocation policies, procedures, methodologies and considerations to change over time, including during a Client’s commitment period. We do not intend to proactively notify investors of any changes we make to our allocation policies, procedures, methodologies or considerations. We have and could continue to establish allocation criteria to apply more mechanically to all or a particular category of investment, including based on a fixed dollar amount or percentage, such as a determination that a multi-strategy fund, account or other product will invest a fixed dollar amount in or acquire a fixed percentage of every investment alongside one or more Clients and/or Related Funds, or a rotation. For example, the nature or characteristics of a particular loan instrument may mean that it cannot reasonably be apportioned and allocated among two or more Clients, even if the investment is otherwise suitable for all such Clients. In those circumstances, it is currently expected that the investment opportunity will typically be allocated to Clients on a rotational basis and, as a result, each eligible Client will not be offered an opportunity to participate in such investment. The factors described above can also be taken into account in the application of any such rotation, such that the application of certain of such factors will impact the volume of opportunities allocated to a particular account in the rotation and the adjustments to such rotation. In connection with certain multi-strategy Clients and/or Related Funds that invest alongside a Client in this manner, we make a standing determination of eligibility and grant each such multistrategy Client’s and/or Related Fund’s investment team the discretion for its respective multistrategy Client or Related Fund to invest in each investment opportunity consummated by the Client, up to a certain percentage of that investment opportunity as such investment team decides is suitable for its respective multi-strategy Client or Related Fund (though we reserve the right to use alternative methods of allocation). We cannot assure and assume no responsibility for equality among Clients and Related Funds. There is no assurance that all Clients and Related Funds will hold the same investments or perform in a substantially similar manner as other Clients and Related Funds with similar strategies under our management. In addition, a Client may not pursue an investment opportunity that is within its investment objective as a result of investments made by other Clients and/or Related Funds and/or their portfolio investments. We do not have any obligation to present any investment opportunity (or portion of any investment opportunity) to a Client if we determine in good faith that such opportunity (or portion thereof) should not be presented to such Client for any one or a combination of the reasons specified above, or if we are otherwise restricted from presenting such investment opportunity to the Client. We may decline an investment opportunity on behalf of a Client to the extent we determine, in our discretion, that such investment may (i) have reputational considerations for investors, us or a Client, (ii) implicate responsible investing considerations, (iii) trigger excuse or exclusion rights of one or more investors, (iv) to our knowledge, have been the subject of concern or controversy among financial institutions, institutional investors or the public, (v) result in an actual, potential or apparent conflict of interest or (vi) give rise to other considerations. In certain cases, such an investment may be allocated to another Client and/or Related Fund that has consented to the

investment or does not, in our discretion, have such considerations, in lieu of the investment being allocated to such Client. As described further 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” below, certain Clients are, and may be in the future, “walled-off” from other Clients and/or Related Funds by an information barrier. While any information barrier is in place, a Client will generally not have access to information about “walled-off” funds and their investments on the other side of the information barrier, and other Clients and Related Funds on the same side of any such information barrier as a Client are generally expected to be subject to the allocation policies applicable to the Client and not TPG’s allocation policies and procedures that apply to “walled-off” funds on the other side of such information barrier(and vice versa). In addition, any “walled-off” businesses and their dedicated personnel are authorized to make investments without regard to a Client’s investment allocation provisions or the procedures described above. Accordingly, it should not be assumed that a Client will be allocated any opportunity sourced by personnel or businesses on the other side of an information barrier. In the absence of information barriers, certain Clients could be restricted from making certain investments, or certain investments suitable for and/or sourced by us or our affiliates for a Client may instead be allocated to other Related Funds (and vice versa). These restrictions could materially limit the universe of available investments to certain Clients and, in turn, the returns received by the investors therein. From time to time, certain investment opportunities involve interests in portfolio investments of one or more Clients that are part of a restructuring or similar transaction. In such instances, investors in Clients involved in such a transaction are typically given priority rights to roll over their existing interests or otherwise reinvest in such investment opportunities (for instance, through a newly formed “continuation fund”). As a result, other Clients may not be allocated all or any portion of such an investment opportunity, even if such opportunity falls within a Client’s investment objectives or strategy. Certain TPG senior personnel have established family offices (each, a “Family Office” and collectively the “Family Offices”) to provide investment advisory and other services to their respective family accounts (including certain charitable accounts) in connection with their personal investment activities. Certain firms considered Family Offices for this purpose may also provide services to other third-party clients. The investment activities of the Family Offices and the involvement of TPG’s senior personnel in these activities give rise to potential conflicts between the personal financial interests of such personnel and the interests of the Clients. For example, a Family Office could make an investment that falls within a Client’s investment objectives, could invest in a company in which a Client also holds an interest (which may be at a different level of the company’s capital structure), could invest in a company that competes or has another business relationship with a portfolio investment of a Client, or could otherwise engage in an activity that would be inconsistent with the interests of TPG, a Client, or a portfolio investment. While we seek to mitigate certain of these potential conflicts of interest, our efforts will not necessarily reduce or eliminate them. An affiliate of ours advises Clients and Related Funds regulated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including business development

companies regulated under the Investment Company Act (“Regulated Funds”). In the event that a Client intends to make an investment alongside a Regulated Fund, we and the Client may be subject to restrictions under the Investment Company Act. The Investment Company Act prohibits certain “joint” transactions with certain Regulated Fund affiliates, which could include investments in the same issuer (whether at the same or different times), without prior approval of the Regulated Fund’s independent board members and, in some cases, the SEC. A Regulated Fund is prohibited from buying or selling any security from or to any person who is under common control with the Regulated Fund, or who owns a significant portion of its voting securities or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC through an exemptive order (other than in certain limited situations pursuant to current regulatory guidance). The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts and circumstances then existing. For example, for certain types of transactions, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of a Regulated Fund’s board members must be able to reach certain conclusions in connection with the co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Regulated Fund and its shareholders and do not involve overreaching of the Regulated Fund and its shareholders on the part of any person concerned and (2) the transaction is consistent with the interests of the Regulated Fund’s shareholders. There is no guarantee that the Regulated Fund’s board will be able to make such findings. If the Regulated Fund’s board does not consent to a proposed transaction, or we are unable to obtain an exemptive order, a Client may be unable to participate in certain investment opportunities where such investment opportunities would have otherwise required the Client to co-invest alongside the Regulated Fund (e.g., due to the minimum size required by such investments). Additionally, a Client may be restricted from participating in certain transactions or taking certain actions in respect of issuers (such as a land developer in which a Client holds a portfolio investment) in which a Regulated Fund has also invested, which may include, but is not limited to declining to vote, not participating in a potential co-investment opportunity (as such participation may not comply with the conditions of the co-investment exemptive order), not exercising rights with respect to any such investment, and/or declining to participate in follow-on investments. A Client may also be required to sell an investment to avoid potential violations of the Investment Company Act and/or related rules thereunder or for other reasons. In such cases, the Client’s interests in an investment may be adversely affected, including by resulting in the dilution of or decrease in the value of its investment, or otherwise by resulting in the Client being put in a disadvantageous position with respect to the investment as compared to other Clients or Related Funds, including a Regulated Fund. Whether a Client participates or declines to participate in any such action or transaction will be made by us in our sole discretion and will take into account our duties and applicable law, including the Investment Company Act, the rules thereunder and/or the exemptive order. There is no assurance that any such determination will be resolved in favor of a Client’s interests. Allocation of Co-Investment Opportunities. Throughout the life of a Client, we will have the option to offer investors or third parties (including Clients, Related Funds and investors in other Clients and/or Related Funds) the opportunity to invest alongside a Client, or “co-invest,” in an investment a Client is making either directly or through a TPG-controlled vehicle established to invest in one or more co-investment opportunities, and there is no guarantee that any investor will

be offered any such co-investment opportunities. With respect to investors, the situation generally arises when the amount of equity capital necessary to complete a transaction exceeds the amount we determine is appropriate for a Client, after taking into account additional capital to be contributed by other TPG funds and any:

co-underwriters;

co-sponsors (including other third-party managed pooled investment vehicles in which TPG or its affiliates, or TPG professionals personally, may hold an interest);

Senior Advisors (and the funds they manage);

TPG AG Personnel and other affiliated personnel (as described below); and

other parties or consultants that assisted in sourcing or completing the transaction or that provide other strategic value.

We have complete discretion to determine when and to whom we will offer and award coinvestment opportunities and investors who have expressed an interest in co-investment opportunities may not be allocated any co-investment opportunities or may receive a smaller amount of co-investment opportunities than the amount requested. In particular,

we expect to give co-investment opportunities to: O

Senior Advisors (and the funds they manage),

O

TPG AG Personnel and other affiliated personnel;

O

investors,

O

other Clients and/or Related Funds and certain TPG affiliated entities;

O

investors in other Related Funds,

O

prospective investors in one or more Related Funds,

O

consultants,

O

advisors,

O

strategic partners, and

O

other third parties;

we are under no obligation to offer to investors any co-investment opportunities;

we can offer co-investment opportunities selectively to some investors, and not offer them to all investors (including offering certain investors “programmatic” co-investment rights

that are either in consideration of an “anchor”, “founding” or other early commitment made by an investor to a Client or conditioned on such investors making capital commitments to a Client of a certain minimum amount or capital commitments to one or more other Related Funds, including of a certain minimum amount);

allocations of co-investment opportunities between investors will not correspond to their pro rata interests in a Client;

we are authorized to offer certain investors preferential access to co-investment opportunities on a deal-by-deal, systematic or other basis (for example, by granting an investor either the right to co-invest in each investment that meets specific criteria or a certain amount of co-investment opportunities over the life of a Client (such as an amount representing certain multiples of such investor’s capital commitment) or a certain portion of each co-investment opportunity that is offered to investors (such as a portion representing certain multiples of such investor’s pro rata interest in such opportunity)), including in connection with broader strategic relationships or other arrangements where investors agree to invest in a Client and/or Related Funds (see “Diverse Membership”);

to the extent that we charge co-investors any syndication or “skim” fees in connection with a co-investment opportunity, we are authorized to reduce, modify, cap or waive such fees borne by certain investors;

we are authorized to offer certain investors preferential rights as co-investors that are not available to other investors who participate in the same co-investment opportunity, whether as investors of a Client, as co-investors or otherwise (such as certain “sacred rights” and information rights);

we have formed and expect to continue to form, dedicated multi-investment Co-Investment Vehicles (including those over which we have investment discretion and charge Management Fees, servicing fees and/or performance allocation) to invest alongside one or more Clients and/or one Related Funds, which vehicles are not considered subsequent funds and can be formed at any time in our sole discretion;

we are authorized to form vehicles to pursue opportunities on behalf of investors in a Client or other investors with a particular sector or other strategy focus; and

we are authorized to enter into any non-binding acknowledgements of interest in coinvestment opportunities provided to any investors that do not require us to notify the recipients of such acknowledgements if there is a co-investment opportunity.

While the criteria we use in making discretionary co-investment decisions vary from opportunity to opportunity, in our view, the most important factors are:

certainty of funding—that is, whether the potential co-investor has the financial resources and ability to provide the requisite capital that fits the need of the investment (taking into account the amount of capital needed as well as the maximum number of investors that can

realistically participate in the transaction) within the required timeframe of the particular transaction;

certainty of execution—that is, the sophistication and experience of the potential coinvestor and its ability to promptly respond to and complete a co-investment opportunity, including if any investor has granted us investment discretion in respect of its coinvestments or has committed to any non-discretionary Co-Investment Vehicles;

any contractual obligations to provide co-investment opportunities and related remedies and rights to any person or persons, any other contractual requirements related to the allocation of co-investment opportunities or whether we have previously expressed a general intention to seek to offer co-investment opportunities to any potential coinvestor(s);

whether the potential co-investor has made or will make a commitment to a Client (or Related Fund) (on which we may condition the co-investment opportunity in our discretion), the size of such actual or proposed commitment to a Client (or Related Funds) and to be held in the underlying investment as a result of a Client’s investment (which is likely to be based on the size of the potential co-investor’s capital commitment to and/or investment in such Client) and the anticipated importance of the potential co-investor to future TPG fundraising campaigns, including whether such person has demonstrated a long-term and/or continuing commitment to the potential success of TPG and/or its funds;

the ability of the potential co-investor to invest in potential follow-on investments in respect of the co-investment opportunity;

any economic arrangements with the potential co-investor, including the payment of any fee, carried interest and/or other compensation to TPG;

the likelihood that the potential co-investor would require governance rights that would complicate or jeopardize the transaction (or, alternatively, whether the potential co-investor would be willing to assume a more passive role in such co-investment opportunity);

the tax and/or regulatory profile of the potential co-investor and the tax and/or regulatory characteristics of the co-investment opportunity;

whether the potential co-investor has any existing position in the co-investment opportunity;

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 the transaction, a Client or TPG of offering a co-investment opportunity to the potential co-investor (including a co-investor affiliated with TPG).

Other criteria, among others and without limitation, that will, from time to time, be relevant include:

whether a potential co-investor has expressed an interest in evaluating co-investment opportunities;

the expertise of the potential co-investor with respect to the geographic location, business activities, asset class or industry of the prospective target portfolio investment;

the investment objectives and existing portfolio of the potential co-investor;

the tax, legal, regulatory or currency constraints to which the proposed investment is expected to give rise;

any foreign direct investment considerations (including, when applicable, the Committee on Foreign Investment in the U.S. (“CFIUS”));

the reporting, public relations, competitive, confidentiality or other issues that can also arise as a result of the co-investment;

whether a potential co-investor has a history of participating in co-investment opportunities with us;

contractual requirements with respect to any particular prospective co-investors or related to the allocation of co-investment opportunities and;

any other facts, factors or circumstances that we deem appropriate or relevant.

We expect that these factors will lead us to favor some potential co-investors over others with respect to the frequency with which we offer them co-investment opportunities. We also expect to allocate certain co-investors a greater proportion of an investment opportunity than others as a result of these factors. TPG is permitted to participate in co-investments alongside a Client, including through coinvestment vehicles. Such TPG co-investment participation can come entirely from TPG’s own balance sheet or from other sources, including vehicles seeded in part by third parties. In certain cases, TPG’s capital may represent a small portion of a co-investment vehicle, including for tax, legal, regulatory, currency or other reasons. In other cases, TPG can make a more sizeable investment in a co-investment vehicle, including to facilitate participation in the investment by TPG, another Client and/or Related Fund or co-investor. The participation by TPG in coinvestments will limit the size of investment opportunities available to other potential co-investors. Such investments by TPG and its affiliates (other than Clients and/or Related Funds) could be made on a temporary basis while warehousing investments on behalf of a Client and/or Related Fund, or on a permanent basis (e.g., in connection with the establishment of a specific business or as a balance sheet investment), which is expected to lead to many of the same conflicts of interest as described in “Investing Alongside Other Clients or Related Funds” below.

For certain Clients, the Governing Documents permit us to offer TPG AG Personnel and other affiliated personnel the opportunity to co-invest in such portfolio investment a certain set percentage of the relevant Client’s investment (which, for this purpose, includes any CoInvestment Vehicles, side-by-side separate accounts and lockstep vehicles). Additionally, we expect any such co-investment to be free of advisory fees and carried interest and to be undertaken on a programmatic basis (i.e., across portfolio investments in certain sectors or regions). While we believe this co-investment arrangement helps align the interests of TPG AG Personnel and other affiliated personnel with those of the Client investors, this arrangement also gives rise to conflicts of interest. For example, TPG AG Personnel would have an incentive to focus on creating value in the portfolio investments in which such TPG AG Personnel made co-investments, even if it would be in a Client’s interest for such TPG AG Personnel to prioritize other portfolio investments that would be more significant drivers of overall Client returns. Moreover, we reserve the right to enter into agreements with certain Senior Advisors and other consultants, advisors, strategic partners and other third parties that require us to preferentially offer them (or the funds they manage) on a systematic basis co-investment opportunities. The exercise of these co-investment rights will limit the size of investment opportunities available to Clients and the amount of coinvestment opportunities available to other potential co-investors. We would also expect the future formation by us of other Clients and Related Funds (including industry-, geography- or strategyfocused side cars) to reduce the amount of co-investment opportunities available to the Client investor. Co-investments will not necessarily be made on the same terms as a Client’s investment in a portfolio investment. For example, co-investors generally pay Management Fees and carried interest in connection with co-investments at a lower rate than the investors, or pay none at all. The portfolio fees received by us in respect of a co-investor’s or other investor’s allocable or attributable pro rata portion of an investment will not be taken into account in calculating any reduction in the Management Fees payable by a Client’s investors. Co-investors may acquire their interest in the portfolio investment at the same time as a Client or TPG, as applicable, but often purchase their interest from a Client after the Client has consummated the investment. Co-investors, which typically include a TPG-controlled co-invest vehicle (including TPG-controlled co-invest vehicles over which we exercise discretion), may also, without the approval of an advisory committee or the consent of the investors, acquire an investment in a portfolio investment in connection with a follow-on investment in such portfolio investment without having participated in the initial investment in the portfolio investment. In any case, potential co-investors typically do not bear the same costs or expenses as those borne by the Client, such as any broken deal expenses (such as reverse termination fees, transaction costs, extraordinary expenses such as litigation costs and judgments and other expenses) of investments that are not consummated (even if such co-investors would have borne their proportionate share of any transaction expenses had the investment been consummated) (see Allocation of Fees and Expenses for Broken Deals for a further discussion of broken deal expenses), profits interests or advisor fees, and are not generally subject to the same risks to which a Client is throughout the investment process. For example, while co-investors will benefit from the involvement of advisors in transactions related to a portfolio investment, a Client may bear the full cost of any profits interest or advisor fees paid as compensation to such advisor. When co-investors purchase their interest from a Client or TPG, as applicable, after a Client has consummated the investment, we determine the price paid by coinvestors in our discretion; provided, that, if purchased from a Client, any such sale shall be consummated at cost (without the charging of interest costs for holding such portfolio investment).

A Client oftentimes will not be entitled to interest on such amounts or the reimbursement of any carrying costs, such as interest expense or commitment fees on a credit facility borrowing. The price generally will not reflect the full cost incurred by a Client or TPG, as applicable, in connection with the investment, any interest charge or other carrying costs on the co-investment amount, the cost of establishing the credit facility utilized to acquire the investment (if applicable) or the risk borne by a Client in connection with purchasing and warehousing the investment. Any such co-investors, although they benefit from a Client’s subscription credit facility, will also not bear any portion of the costs of maintaining the Client subscription credit facility, which, along with the costs of establishing the facility, will be borne entirely by a Client. Additionally, conflicts of interest also have the potential to arise to the extent that a subscription credit facility or other financing is used to make an investment that is later sold in part to co-investors. In that circumstance, to the extent co-investors are not required to act as guarantors under the relevant facility or financing or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the relevant financing and neither the relevant Client nor the co-investors generally will be compensated for providing any relevant guarantee(s) or other credit support or being subject to the related costs, expenses and/or liabilities. In addition, any capital contributed to a Client by an investor that is used to purchase and warehouse a portion of an investment and that is returned to the investor following the acquisition of such portion of the investment by coinvestors can increase such investor’s unfunded capital commitment and will not be taken into account for purposes of calculating the preferred return or treated as capital having been contributed to a Client (in which case, such returned capital would not be an amount with respect to which a hurdle threshold would need to be achieved). Co-investors, including investors, Senior Advisors and affiliated personnel, are sometimes given the option to participate in follow-on investments with respect to a particular investment but are generally not obligated to participate. When co-investors elect not to participate in a follow-on investment, or if co-investors are not offered such opportunity as a result of tax, legal, regulatory, currency, availability of capital or other reasons, it would likely have the effect of increasing a Client’s and/or TPG’s sharing percentage of such follow-on opportunity and reduce alignment between the co-investor, on one hand, and TPG, a Client and/or its investors, on the other hand. In addition, to the extent that we engage in a secondary liquidity transaction in connection with an investment, co-investors may not necessarily receive the same liquidity options as investors and may therefore be compelled to receive cash or continue to hold an interest in the investment, depending on the particular facts of the transaction. In certain circumstances, we may receive compensation or other benefits from a third party for a co-investment opportunity, and such compensation will not offset the Management Fee. Additionally, non-binding acknowledgements of interest in co-investment opportunities are not investment allocation requirements and do not require us to notify the recipients of such acknowledgements if there is a co-investment opportunity. Generally, the portion of any transaction or other fee income allocable to capital invested by a co-investment vehicle or a thirdparty investor that does not pay Management Fees will be retained by us and such amounts will not offset any Management Fees and will not be shared with such co-investment vehicle or thirdparty investor. A Client may temporarily warehouse a portion of an investment opportunity in order to facilitate a co-investment by one or more affiliated or third-party co-investors. If the relevant co-investment is not ultimately consummated, such Client may end up holding a larger portion of the investment

than it otherwise expected or desired to hold. The risk of a co-investment not being consummated will increase in the event an investment decreases in value during the warehousing period, and a Client may be required to bear the losses in connection with any such investment. The amount of portfolio fees generated as a result of co-investments in connection with any portfolio investment will often not reduce the advisory fees paid by a Client and will therefore be retained by us. The allocation of co-investment opportunities will, in many or all cases, also involve a benefit to us in addition to the receipt of such portfolio fees including the receipt of advisory fees or allocation of carried interest from the co-investor. As a result of the foregoing, we could be incentivized to allocate a greater portion of an investment to a co-investor than it would have otherwise been allocated absent such an arrangement or economic terms. We could charge investors up-front, syndication or “skim” fees to participate in a co-investment (through TPG BD, our registered broker-dealer, or otherwise) or other one-time or ongoing fixed and/or incentive-based compensation. In addition, we expect to form Co-Investment Vehicles for the purpose of making multiple co-investments (including those over which we exercise investment discretion) and that may allow us to earn significant Management Fees, carried interest or other compensation from such vehicles. To the extent we earn fees for placing or managing coinvestment interests or from Management Fees or carried interest, we would have an incentive to offer more co-investment through these channels, even if it would limit the amount of investment available to a Client or co-investment opportunities available to its investors. For example, we have formed, and we expect to form in the future one or more Co-Investment Vehicles for the specific purpose of investing alongside Clients and/or Related Funds in a large number of investments and allocate co-investments to such entities as described above. There are also instances in which we determine to allocate a portion of an opportunity in which one or more Clients is investing to co-investors (including those paying fees or other compensation to TPG BD in connection with such transaction) even if the applicable Clients have sufficient capital for the remainder of the opportunity, where we anticipate that such co-investment syndication may provide strategic benefits to the applicable Client(s). In addition, we (and not a Client) will earn this compensation even if a Client initially warehouses a portion of an investment that is intended to be syndicated to co-investors (as described above). As a result, a Client, and therefore investors, will bear the risk that a co-investment is not ultimately syndicated but we, and not a Client, would receive compensation in the event the syndication is ultimately successful. 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 coinvestor, 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 or on the same terms for a Client or that expenses incurred by a Client with respect to the syndication of the co-investment will not be substantial. A Client bears the risk that any or all excess portion of an investment is not sold or is sold on unattractive terms and that, as a consequence, a Client may bear the entire portion of any break-up, reverse termination fee or other fees, costs and expenses related to such investment or co-investment (including the forfeiture of any non-refundable deposit) or realize lower than expected returns from such investment. In the event that we are not successful in finding co-investors for a particular opportunity, a Client will consequently bear all related expenses and 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. In addition, we expect to allocate any expenses incurred in connection with an investment that is pursued by a Client and one or more co-investors pro rata in accordance with their respective investments, unless we determine that a different allocation is fair and equitable under the circumstances. In addition, in the event a co-investor is unable or not required to fund its share of additional capital or related expenses (e.g., in the event such co-investor is not obligated to fund such amounts in accordance with the terms of the co-investment), a Client may be obligated to fund more than its share of such amount. In such event, the Client will gain greater exposure to such investment and/or bear more expenses than may have been intended and the returns of the Client may be negatively impacted as a result of the foregoing. For example, in the event that a transaction in which a co-investment was planned ultimately is not consummated, including where we believe such co-investment was necessary to consummate such transaction or would otherwise be beneficial to a Client or portfolio investment, all fees, costs, liabilities and obligations incurred in connection therewith (including the fees and costs associated with the preparation of the governing documents of, and the ancillary documents to, a co-investment vehicle that does not commence operations) could be borne by such Client and not by any potential co-investors that were to have participated in such transaction (even if such co-investors have entered into an equity commitment letter or similar agreement in connection with such unconsummated transaction). Moreover, an investment by a Client that is not syndicated to co-investors as anticipated could significantly reduce a Client’s overall investment returns. Therefore, it is possible that, if a Client overcommits to an investment, including for syndication purposes, it will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks. Conflicts Arising from Interests of Our Professionals in Clients and Related Funds. Our professionals generally participate indirectly in investments made by Clients and/or Related Funds. While we believe this helps align the interests of our professionals with those of Clients and Related Funds’ other investors and provides a strong incentive to enhance fund performance, these arrangements also give rise to conflicts of interest. For example, our professionals have an incentive to influence the allocation of an attractive investment opportunity to the Client in which they stand to personally earn the greatest return, although we have adopted an allocation policy to address conflicts related to the allocations of investment opportunities. Some of our professionals also have personal investments in entities that are not affiliated with us, such as investment funds managed by other sponsors that compete for the same investment opportunities or acquire an investment from, or dispose of an investment to, a Client or Related Fund, which likewise gives rise to conflicts of interest. These other entities managed by other managers may invest in or employ strategies substantially similar to our strategies. Employees also co-invest or participate with joint venture partners in real estate transactions separately from Clients. Employees also invest in companies that provide services to one or more Clients or investments held by Clients. Because of these separate activities, we have actual or potential conflicts of interest in selecting joint venture partners for real estate investments or in negotiating the terms of such joint ventures with such partners, or in selecting service providers. Our Code of Ethics generally requires personnel to disclose such ownership interests periodically. We and our personnel may, at any time, transfer their interests in a Client to a third party so long as our capital commitment following such transfer satisfies the required minimum commitment applicable to the Client. As a result of such a transfer, interests in Clients that were previously non-voting interests may become voting interests. In addition, commitments of TPG-controlled

vehicles would not be included in any cap on third-party capital commitments to Clients during the fundraising period, and any amounts transferred to a third party after the final closing of the Clients would not count toward the Clients’ cap but could bear Management Fees and Performance Compensation. In addition, one or more investment vehicles that may be formed by us for business associates and other “friends of the firm” of us to invest in a Client as a “feeder fund” or alongside a Client as a parallel investment entity (each, an “FOF Fund”), or investors in an FOF Fund (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles and other estate planning vehicles), may transfer all or a portion of their interest to third parties. Interests in FOF Funds often benefit from discounted or no Management Fees or Performance Compensation, and are not included in determining any cap on third-party commitments to a Client during the fundraising period, and any amounts transferred to a third party after the final closing of a Client would not count toward any cap on third-party commitments to a Client, but may be charged Management Fees and/or Performance Compensation in our discretion. Our personnel are themselves and/or also have family members who are actively involved in industries and sectors in which Clients invest or have business, personal, financial or other relationships with companies in such industries and sectors (including service providers described below) or other industries, which gives rise to conflicts of interest. For example, such personnel or family members might be officers, directors, personnel or owners of companies that are actual or potential investments of Clients or other counterparties of Clients and their portfolio investments. Moreover, in certain instances, Clients or the portfolio investments may purchase or sell companies or assets from or to or otherwise transact with companies that are owned by such personnel or family members or in respect of which such personnel or family members have other involvement. The fees for services provided by such service providers may or may not be at the same rate charged by other third-party service providers and we are not required to select service providers who may have lower rates (or to engage in any benchmarking of such fees). Subject to Clients’ Governing Documents, Clients typically will not be restricted from undertaking any of these investment activities or transactions. Subject to any limitations as set forth in the Governing Documents of a Client, any general partner of a Client, us, TPG or any affiliates of the foregoing, TPG AG Personnel and related parties of the foregoing, and any successors or assigns of the foregoing, directly or indirectly through entities they control (any such person making such commitment, a “TPG Commitment Subscriber”) may, under certain circumstances elect to increase its commitment to a Client without the consent of investors. Any increased commitment by TPG Commitment Subscribers will dilute the interests of the investors, as applicable. Certain TPG Commitment Subscribers have information about the Client’s investments, including regarding their valuation and performance expectations, which investors do not have and that information may inform its decision whether to increase their capital commitments. Therefore, we have a conflict of interest in deciding to increase the TPG Commitment Subscribers’ subscription because a decision to increase their subscriptions may result in such person receiving value that would have otherwise benefitted investors. In addition, with respect to certain Clients, we are permitted to, and expect to, waive or modify the terms of the applicable Governing Documents related to redemptions (including lock-up periods) in connection with investments by our personnel and other affiliates, as well as investors in FOF Funds and Senior Advisors. Accordingly, it is expected that we and our personnel may redeem

interests at any time, including those made in connection with the required minimum commitment applicable to a Client (and there is no requirement to maintain such commitment for any period of time). In the case of certain Clients, TPG is expected to own a minority equity interest in a Warehouse Vehicle, which gives rise to conflicts of interest. Conflicts Arising in the Allocation of Our Professionals’ Time and Attention. The success of a Client will depend on our investment professionals’ ability to, among other things, source, underwrite, structure, complete, finance and manage investments, improve the operations, governance and performance of the investments and assets we acquire and exit investments at the appropriate time and at attractive valuations. To achieve those ends, our investment professionals will devote such time and resources in conducting activities on behalf of a Client as we reasonably determine appropriate to perform our duties to the Client, consistent with the relevant Governing Documents. However, while the Governing Documents include certain obligations regarding the business time and attention of the key persons, we are only required to notify the investors in the event of a key person event resulting from an applicable failure to satisfy such obligations, and the Client is not otherwise subject to an obligation to cease making investments or other similar restrictions. In addition, our professionals also spend time assisting other Clients and/or Related Funds with their investment activities or working on other projects, and on matters related to us, our platform and TPG more broadly as a firm, including service on firm committees and boards, and on charitable endeavors and other activities. For example, certain TPG AG Personnel expect to devote significant time to one or more particular Clients on our platforms and will therefore have less time to dedicate to other Clients. As a result of these other separate business activities, including service on firm committees and boards, TPG has actual or potential conflicts of interest in allocating management time, services and functions among a Client and other business ventures, clients or other Clients and/or Related Funds. In addition, our professionals expect to have responsibilities and duties to other platforms of ours and to us generally, including service on firm committees and boards. Finally, subject to the Governing Documents of the applicable Client, a Client’s key persons, generally will not be restricted in their academic, advisory committee, personal wealth management, not-for-profit, charitable and similar activities. Conflicts will therefore arise among Clients, Related Funds and TPG with respect to the allocation of investment professional time and resources. Providers of Specialized Operational Services to Portfolio Investments. Subject to limitations set forth in the applicable Governing Documents, if any, certain Clients will generally pay or reimburse all fees, costs and other expenses related to certain Specialized Operational Services rendered to the Clients or any of their subsidiaries or portfolio investments by persons retained by us, TPG or an affiliate of the foregoing as employees or consultants, where the applicable portfolio investment does not directly or indirectly reimburse such costs. Specialized Operational Services have been referred to by us in the past as “field ops” or “specialized services” and consist of operational, regulatory or legal support, specialized operations, consulting services, property services (including with respect to property management, development and other real estate matters) and credit services (including loan origination, sourcing, loan servicing, debt advisory, underwriting and due diligence services, loan agency services and special servicing and services with respect to loan syndication, managing workouts and foreclosures) any similar or related services (including, for the avoidance of doubt, portfolio compliance services) in connection with

the identification, origination, acquisition, holding, servicing and disposition of or other realization upon investments (including potential investments) provided to a Client, any of its subsidiaries or any portfolio investment. We refer to such services as “Specialized Operational Services” and to the individuals and companies that provide them as “Specialized Operational Services Providers.” These services may include, for example, support or analysis regarding:

the existing or prospective portfolio investment’s management (including serving in management positions or participating in the determination of corporate strategy);

the existing or prospective portfolio investment’s supply chain (including leveraged procurement and logistics/distribution networks);

marketing and sales strategy, pricing and sales force effectiveness;

data intelligence;

finance (including generating metrics and reporting and business restructuring);

human capital management (including recruiting personnel, management on-boarding, identifying, curating and developing a network of talent and third-party recruiting resources in anticipation of supporting Portfolio Investment recruiting efforts and determining executive/incentive compensation);

information technology;

cybersecurity;

corporate communications and public relations (including identifying, curating and developing a network of third-party public relations resources in anticipation of supporting a portfolio investment’s corporate communications and public relations efforts);

governmental affairs and relations;

customer service;

responsible investing considerations (including pre-investment diligence, hold period monitoring for risks and opportunities, strategy execution, policies and programs, measurement and reporting development, as applicable), whether such services are provided by Y Analytics or another party;

property management, development and other real estate matters (“property services”);

loan origination, sourcing, loan servicing, debt advisory, underwriting and due diligence services, loan agency services and special servicing and services with respect to loan syndication, managing workouts and managing foreclosures (“credit services”);

procurement programs (see “Conflicts of Interest — Conflicts Relating to Rates of ThirdParty Advisors and Other Service Providers”);

Portfolio Compliance; and

other similar and operational matters.

For the avoidance of doubt, certain asset management services, collateral agent, administrative agent, acquisition structuring and financing, due diligence and other services with respect to portfolio investments of certain Clients provided by an affiliate engaged by us shall not be considered Specialized Operational Services. Occasionally, whether a service constitutes a Specialized Operational Service is not clear. In these instances, we will consider, in our sole discretion, a service a Specialized Operational Service if we determine that (i) third parties often provide such a service; (ii) it is a service requiring specialized operational experience or expertise; and (iii) it is performed by an individual or individuals with the relevant experience or expertise. For example, board services would not be Specialized Operational Services subject to reimbursement, as they are not operational services requiring specialized experience or expertise. Services such as establishing or assessing a leveraged procurement plan or developing a market survey designed to enhance market share would be types of Specialized Operational Services that would be subject to reimbursement, as these services require operational expertise. In addition, responsible investing-related services, as applicable, such as diligence, assessments and portfolio-level initiatives performed by Y Analytics—a TPG affiliate wholly owned by TPG—are Specialized Operational Services subject to reimbursement. We engage TPG professionals to provide Specialized Operational Services when we believe that they more effectively drive value creation than independent service providers. We may, but are not required by the Governing Documents to, seek reimbursement from a portfolio investment for the costs of Specialized Operational Services that we, in our fair and equitable (or for certain Clients, reasonable) discretion, allocate to such portfolio investment. The efforts we make to get recovery from portfolio investments for these costs usually depend on transaction-related and commercial considerations such as the nature of a Client’s investment, the financial ability of the portfolio investment to make payment, the type of services and the expectations of the company or other investors. Sometimes we negotiate for direct reimbursement from the portfolio investment to TPG or our service providers. Other times, we seek to include Specialized Operational Services as a component of the monitoring fee a portfolio investment may pay under a management services agreement. In limited cases, efforts at recovery are not reasonable or practical, especially when a portfolio investment is unable or unwilling to make payment. Amounts that are not allocated to or reimbursed by a portfolio investment are reimbursed first from total gross portfolio fees received by us or a Client’s general partner (prior to any Management Fee offset). In particular, reimbursements for, subject to any requirements set forth in a Client’s Governing Documents or other payments in respect of, Specialized Operational Services will not reduce the Management Fees charged to Clients, regardless of whether the provider of the Specialized Operational Services is our employee or affiliate. Additionally, subject to any requirements set forth in a Client’s Governing Documents any reimbursements for such

services from portfolio fees will reduce the amount of such fees that would otherwise offset the Management Fees. Specialized Operational Services will at times be provided in respect of portfolio investments prior to the closing of the investment and to a Client in connection with its diligence of potential investments. A Client will pay or reimburse us directly for the fees or costs of such Specialized Operational Services, including for deals that are not consummated. In the event that a Client has invested alongside another Related Fund in a portfolio investment, we generally will allocate any reimbursement or other payment for Specialized Operational Services with respect to such portfolio investment among the funds pro rata in accordance with their respective investments unless another method is more fair and equitable as determined by us, subject to certain legal, regulatory, tax and other similar considerations. If a TPG employee provides a Specialized Operational Service, we generally determine the associated reimbursement amount by reference to the aggregate annual compensation paid to the employee (including benefits, profits interests, equity interests (including restricted stock units or other equity awards in the Public Company) or other incentive-based compensation), plus an estimate of the overhead and other fixed costs allocable to the employee, and the amount of time spent by the employee providing the Specialized Operational Services. As explained under “Activities and Compensation of Our Operations and Business Building Professionals,” these professionals typically have tailored compensation arrangements specific to their engagement that we negotiate with them in our discretion. Given the inherently specialized nature of such services, a limited market for such services exists often setting no clear market guidelines on appropriate compensation. Although we intend operations professionals to be compensated at competitive rates, their compensation will not necessarily be determined through arm’s-length negotiation. We have an incentive to retain our operations and business building professionals to provide Specialized Operational Services, even if retaining other providers would be as or more advantageous to a portfolio investment. In addition, possible providers of Specialized Operational Services can be investors in, provide goods or services to or have other relationships with a Client or Related Fund, which in turn is likely to influence our decision on whom to retain. We intend to allocate fees and expenses in a manner we believe in good faith to be fair and equitable, but in our sole discretion. The allocation may not be proportional as certain Clients have different expense reimbursement terms, including with respect to Management Fee offsets, and we have a financial incentive to favor allocations that benefit us. As a result, the amount of the fund expenses ultimately called or called at any one time may exceed expectations. Reimbursements from portfolio investments in respect of Specialized Operational Services are usually in the form of cash (which may include payment of “points” to an operations professional that performs origination services), but can sometimes be in-kind, including options, restricted stock units or other equity awards or interests (including with time- or incentive-based vesting) in an applicable portfolio investment granted to TPG, TPG personnel or other TPG affiliate who provides Specialized Operational Services, although such in-kind payments are not expected based on the nature of a Client’s investments. We will evaluate the treatment of any such in-kind reimbursement on a case-by-case basis, including as to valuation for reporting purposes and the timing and manner of disposition by such TPG personnel or other TPG affiliate. Reimbursements

in-kind could be significant, and in hindsight, these amounts may ultimately be worth significantly more than if we had received cash. In addition, equity, profits interests, grants or other similar interests in a portfolio investment will likely dilute the interests of Clients. Conflicts Relating to Certain of Our Investments, Activities and Contributions. We and our Related Advisers with our related persons, either for their own accounts or the accounts of others, invest in securities or obligations that would be appropriate as investments for Clients. We and our Related Advisers with our related persons also currently serve as and expect to serve as investment manager for, invest in or be related with, other entities which invest in assets or employ strategies substantially similar to Clients’ strategies. We and our Related Advisers with our related persons and our respective employees make investment decisions for ourselves, Clients, Related Funds, and/or our related persons that can be different from those undertaken for our personal accounts or those made by us on behalf of other Clients, even where the investment objectives are the same or similar to those of Clients. We and our Related Advisers with our related persons and our employees at certain times have been simultaneously seeking to purchase and/or sell the same or similar investments for Clients, another Client, Related Funds, or for ourselves. Likewise, we on behalf of Clients have made, and expect to make investments in an issuer or obligor in which another Client and/or Related Fund is already invested or has co-invested. This follow-on investment from one Client could result in a benefit to another Client and/or Related Fund. We and our employees also have ongoing relationships with certain obligors of investments or Clients’ counterparties and they or Clients can own equity or other securities or obligations issued by such parties. Persons other than our principals and staff could acquire direct or indirect beneficial interests in us and our related persons or both. As a result, we and our staff could have duties and incentives relating to the interests of these stakeholders that differ from, and could conflict with, the interests of Clients and their investors. We may cause Clients to make contributions to charitable initiatives or other nonprofit organizations that we believe could, directly or indirectly, enhance the value of a Client’s portfolio investments or otherwise serve a business purpose for, or be beneficial to, Clients’ portfolio investments. Any such charitable contributions made by a Client, as applicable, that could reduce such Client’s returns in respect of the relevant portfolio investment, will not offset Performance Compensation or Management Fees paid or allocable to us. There can be no assurance that any such activities will actually be beneficial to or enhance the value of a Client, or that we will be able to resolve any associated conflict of interest in favor of such Client. Diverse Membership. We expect a Client’s investors to be a diverse group of investors who have different investment programs and are subject to different legal, tax and regulatory regimes. For example, the investors are expected to include taxable and tax-exempt entities that are organized in various jurisdictions. The nature and diversification of a Client’s investments, as well as the manner in which it makes, structures, holds and exits them, will therefore have the potential to lead to a more favorable legal, tax or regulatory outcome for some (but not all) of its investors (including the relevant general partner and its affiliates). In selecting investments appropriate for a Client, we generally consider the investment objectives of a Client as a whole, not the investment, tax or other objectives of any of its investors individually. To the extent we are able to structure certain investments based in part on the legal, tax and regulatory constraints of investors, we will

not take into account such interests as they relate to each individual investor except where required. Each investor in a Client generally bears its share of the costs associated with a structure designed to address the concerns of, or issues arising from or relating to, certain investors regardless of whether that investor itself benefitted. Notwithstanding the foregoing, capital commitments to a Client may be concentrated in a small number of investors and, as a result, determinations of what is in the interest of the Client could more closely align with such investors as compared to the other investors. In addition, to the extent an investor is subject to statutory or other limitations on indemnification as a result of its sovereign status or otherwise, or otherwise negotiates rights relating thereto, other investors may be subject to increased losses, or be required to bear an increased portion of such indemnification amounts. For instance, in certain circumstances, a general partner may expect to hold the investments of investors that have so elected through one or more vehicles that are treated as corporations for U.S. federal income tax purposes (each, a “Blocker Entity”). While the use of a Blocker Entity may provide favorable tax treatment for certain investors, such as tax-exempt or non-U.S. investors, the investment returns realized by such investors will likely be less than the returns of investors that do not hold their investment through a Blocker Entity. In addition, in certain cases, Clients may be required, to the extent reasonably feasible (taking into account the interests of the investors who do not elect to hold their investments through a Blocker Entity), to cause the disposition of investments that are held in part through a Blocker Entity through a sale of the stock of such Blocker Entity rather than a sale of the underlying assets, such sale could result in total aggregate proceeds to investors that holds their interest through such Blocker Entity that are lower than the proceeds that could have been generated if a Client had sold the underlying assets. The use of a Blocker Entity may affect all of the investors and not just those who have elected to hold their investments through a Blocker Entity. For example, while a sale of the stock of a Blocker Entity will likely be beneficial for the investors that have elected to hold their investments through Blocker Entities, such sale could result in total proceeds that are lower than the proceeds that could have been generated if Clients had sold the underlying assets and such reduction would generally be shared by all of the investors and not just those who have elected to hold their investments through a Blocker Entity. Similarly, in certain types of transactions, such as “Up-C” transactions, certain benefits, such as tax receivable agreements, may be shared by all of the investors (including those who have elected to hold their investments through a Blocker Entity) even if such agreements relate to benefits derived mainly from the investments held by the investors who have not elected to hold their investments through a Blocker Entity. In some cases, investors may be required to participate in an investment through a Blocker Entity irrespective of whether they have elected to do so, and accordingly, may bear costs and expenses relating to such Blocker Entity (and may ultimately receive lower returns from the Client) than would have been the case had no Blocker Entity participation been required. In particular, such participation may be required with respect to tax credit investments, in order to preserve such investments’ eligibility for certain tax credits and/or methods of depreciation. To address legal, tax, regulatory, policy, fiscal or other considerations, we expect in certain cases to structure Client investments in certain portfolio investments so that the affected category of investors or all investors hold their investments (or a portion thereof) through one or more AIVs. While we generally expect that the economic and other material provisions governing any AIV through which an investor participates directly will be substantially the same as those governing the applicable Client (taking into consideration the legal, tax, regulatory, policy, fiscal or other

impetus for the AIV structure), an investor’s rights and liabilities in, and the obligations and duties of the Client’s general partner as manager of, the AIVs may differ from those applicable to a Client by virtue of the AIV’s specific terms or jurisdiction of organization. For example, the laws of incorporation applicable to the AIV may provide for different and less favorable statutory protections with respect to an investor’s limited liability as compared to those applicable to a Client. In addition, we expect the structural attributes of certain AIVs to result in divergent return characteristics for certain investors. For example, we reserve the right to elect to structure an AIV that results in favorable tax treatment for one set of investors but less favorable tax treatment for another. Furthermore, we may take steps adverse to certain investors to preserve the intended benefits of an AIV structure. For example, ownership restrictions applicable to companies in certain industries may compel us to limit a particular AIV to a certain category of investors. In these instances, we would restrict the ability of those investors to transfer their interests if doing so would jeopardize our ability to comply with the ownership restrictions. In addition, investors in a Client and limited partners of other Related Funds typically engage in a broad range of activities in addition to their investment in the Client. We expect some investors will enter into various transactions relating to a Client or its portfolio investments, such as coinvestments alongside the Client (see “Allocation of Co-Investment Opportunities”), financing transactions for the Client or its portfolio investments and the acquisition of interests in portfolio investments from the Client. Further, investors associated with corporate enterprises, including members of an advisory committee, could enter into strategic partnerships or other similar arrangements with us, TPG, a Client and/or a Client’s portfolio investments, which may involve, for example, designation as a preferred provider of goods or services to any of the foregoing. So long as an investor is not otherwise our affiliate, these types of transactions generally do not require the approval of the Client’s advisory committee or the consent of the investors more generally. In connection with their investing activities, investors in Clients in some cases may also have additional access to the management of, or enhanced information rights regarding, the Client’s portfolio investments or the ability to serve on or observe a portfolio investment’s board of directors. Certain Clients’ Governing Documents do not prohibit a Client from selling a portfolio investment to an investor in a client or to an investor in another Related Fund. Subject to the Governing Documents of the applicable Client, an advisory committee is generally permitted to review and/or approve of any matter placed before the advisory committee by the general partner of the Client or us, including (i) a matter for which consent of a Client is required under the Advisers Act (ii) a decision not to allocate to the Client an investment opportunity in accordance with the Governing Documents, (iii) potential conflicts of interest that the applicable general partner or we, each in our discretion, may present to it (including principal transactions requiring consent under Section 206(3) of the Advisers Act) and (iv) a number of other matters which may be referred to the advisory committee, in the discretion of a Client’s general partner. There can be no assurance that an advisory committee will approve or disapprove of the same matters to which the investors would consent or object were such matters placed before the investors. The investors that have representatives that serve on a Client’s advisory committee (or similar body) will have interests that differ from, or conflict with, the interests of other investors due to different legal, tax or regulatory regimes, their interests in other Clients and/or Related Funds, investment by TPG and Clients and/or Related Funds in such investors, or, their overall relationship with TPG (including their participation on an advisory committee or direct or indirect economic interests in TPG-affiliated entities (see “Conflicts Arising in Respect of Alignment of

Interest” below)) and/or other individual circumstances relevant to each such investor. Although a Client’s general partner may intend from time to time to re-evaluate the composition of its advisory committee, it is possible that certain investors with the right to designate advisory committee members could transfer, redeem a significant portion of their interests at any time or gradually over time or otherwise withdraw from such Client. As such, their respective advisory committee representatives could be consulted or asked to vote on certain Client-related matters notwithstanding that such investors have a disproportionately smaller capital commitment and/or interest as compared to other investors with whom their interests may not be aligned. In addition, certain investors may have more than one voting representative serving on an advisory committee, which would increase such investor’s ability to influence decisions with respect to matters placed before an advisory committee. Further, the Governing Documents may provide that each member of an advisory committee does not owe any fiduciary duties to a Client other than the duty to act in good faith and can take into consideration solely its own interests in discharging its duties. Accordingly, a Client’s advisory committee can make decisions that benefit its members, a Client, a Client’s general partner, us or TPG, even if they are adverse to other investors in the Client. In addition, unless excluded by a Client’s general partner as provided in the Governing Documents, each member of a Client’s advisory committee will be permitted to vote on matters even where that member is subject to a material conflict of interest and will be under no obligation to recuse itself from voting in this situation or to disclose the conflict of interest to the other members. Similarly, investors in a Client do not need to take into account the interests of other investors in voting on matters presented to investors more generally. In addition, we generally expect Clients formed to invest alongside another Client to have an advisory committee, but the advisory committee’s consent may not be sought or required in cases where the matter relates to investments the Client has made or is making alongside the other Client and in which the interests of Clients are generally aligned, as we determine in our reasonable discretion. TPG has entered, and expects in the future to enter, into contractual arrangements established pursuant to broader strategic relationships between selected investors, including prospective investors and TPG. Each such contractual arrangement is highly customized to reflect the specific broader strategic relationship between TPG and the particular investor and such rights have included, and are permitted to, include:

formation of dedicated vehicles;

significant historical, pending and/or future commitments to, or other participation in, Related Funds or other TPG entities;

the right to co-investment opportunities and related economic terms, targets and remedies;

discounted Management Fee, servicing fee, carried interest and/or other economic arrangements;

holding direct or indirect equity and/or debt interests in, and/or participation in (including increased participation in respect of a Client for any investor facilitating a Warehouse Vehicle) Management Fees, servicing fees and/or carried interest of TPG-related vehicles, including a Client’s general partner, us and/or other subsidiaries of TPG Operating Group that are entitled to receive payment of Management Fees and Performance Compensation

from Clients and/or Related Funds (whether in the form of a revenue sharing arrangement or otherwise) and associated rights (e.g., tag-along rights in certain sale transactions);

rights of first offer on other strategic relationships; and/or

knowledge sharing, training and/or secondment arrangements.

A broader strategic relationship often involves, but is not required to involve, an investor’s capital commitments to multiple Clients and/or Related Funds. Broader strategic relationships could also be entered into in other circumstances, including with investors in whom we or Clients and/or Related Funds have made investments. As described below under “Conflicts Arising from Customized Terms Provided to Certain Investors,” a contractual arrangement we establish with an investor pursuant to a broader strategic relationship is not considered a “side letter” under the applicable Governing Documents and accordingly, investors are not contractually entitled to disclosure or the benefits of any such contractual arrangement under the applicable Governing Documents’ “most favored nation” clause or otherwise. Specific examples of such additional rights and benefits include, among others, specialized reporting, meetings with TPG personnel, discounts on and/or reimbursement of, or sharing in, Management Fees, servicing fees, or carried interest, clawbacks, minimum amounts for co-investments alongside Clients and/or Related Funds and rights of first offer on similar strategic arrangements in the future. We have complete discretion to determine the investors with which we will build broader strategic relationships, and we expect to develop broader strategic relationships with investors with certain attributes even though we do not seek to establish them with other investors that have the same or similar attributes. We may receive compensation from broader strategic relationships and be incentivized to allocate investment opportunities away from the Clients to or source investment opportunities for broader strategic relationships. Broader strategic relationships will, in certain circumstances, result in fewer co-investment opportunities (or reduced allocations) being made available to investors (see “Allocation of Co-Investment Opportunities” above). TPG Information. In connection with our services to the Clients and their investments, we, our affiliates and personnel expect to receive certain tangible and intangible benefits. For example, in the course of our operations, including research, due diligence, investment monitoring, operational improvements and investment activities, we and our personnel expect to receive and benefit from information, “know-how,” experience, analysis and data relating to the Clients, or portfolio investment operations, terms, trends, market demands, customers, vendors, financial results, budgets, plans, suppliers, employees, contractors, responsible investing and sustainability, energy usage, carbon emissions and related metrics, financial information, commercial and transactional information, user data, employee and contractor data, supplier and cost data and other related data, information and other metrics, and similar and/or other data and information from Clients and Related Funds, their portfolio investments, portfolio companies, and certain investors in the Clients and Related Funds (collectively, “TPG Information”). We can be expected to be better able to anticipate macroeconomic and other trends, and otherwise develop investment themes or identify specific investment, trading or business opportunities, as a result of our access to (and rights regarding, including use, ownership, distribution and derived works rights over) TPG Information. In many cases, TPG Information will include tools, procedures and resources developed by us to organize or systematize TPG Information for ongoing or future use. Although we expect the Clients and their portfolio investments generally to benefit from our possession of TPG

Information, it is possible that any benefits will be experienced solely by other or future Clients or Related Funds, portfolio investments (or by us and our personnel) and not by a Client or portfolio investment from which TPG Information was originally received. TPG Information will be our sole intellectual property and solely for our use. Furthermore, except for contractual obligations to third parties to maintain confidentiality of certain information or otherwise limit the scope and purpose of its use or distribution and regulatory limitations on the use of MNPI, we reserve the right to use, share, license, sell or monetize TPG Information, without offset to Management Fees, and none of the Clients or their portfolio investments will receive any financial or other benefit of such use, sharing, licensure, sale or monetization. As a result, we have an incentive to pursue investments that have data and information that can be utilized in a manner that benefits TPG or other Clients and/or Related Funds. Platform Companies. At times a Client may, either directly or through a portfolio investment, and either alone or co-investing alongside other Clients and/or Related Funds, have the ability to establish or invest in portfolio investments that, in turn, seek to acquire interests in related companies or assets or engage in other specific business activities, such as loan origination, loan syndication, securities trading activities, hedging activities, pursuing stressed, distressed and other special opportunities and other activities, including in specific industries, asset classes or geographies. We often structure these portfolio investments, which we refer to as “platform companies,” as operating joint ventures, holding companies, partnerships, structured finance vehicles, incubators, start-ups and other platform companies or other similar arrangements. A “platform company” may consist of a single entity or a group of entities, and we have significant discretion in determining what constitutes a “platform company.” In the case where a Client coinvests alongside another Client and/or Related Fund, the potential for conflicts of interest may exist. Subsequent funding of a platform company by the Client, including to fund a new acquisition or loan or other extension of credit by such platform company, will be considered a “follow-on investment” for purposes of Clients even if such investment is a “new” investment for the platform company or involves capitalizing a distinct legal entity and therefore such investment may be made after the expiration or termination of the Clients’ commitment period (subject to the restrictions on follow-on investments in the Governing Documents). In certain cases we fund these companies up front, and in other cases we fund them gradually over time. In the event a Client makes such an investment, we generally would expect the Client to monetize its interest in a platform company through a sale or public offering of the platform company (or the Client’s stake in the company) or through sales of or other realizations upon the platform company’s underlying assets. In the event a Client co-invests alongside another Client or Related Fund, the potential for conflicts of interest may exist. While the Client would, by virtue of the control it exercises over a platform company, typically be involved in the strategy, governance and oversight of any platform company (and we in certain circumstances provide services to the platform company, such as legal or capital markets advice, similar to what we typically render to other portfolio investments), a platform company would also typically retain its own qualified management team, either internally or externally, to operate, administer and manage the company on a daily basis, including by sourcing the underlying assets. Such a management team would provide services that are similar to, and that overlap with, services we provide to the Client and other Clients and/or Related Funds. The structure of each platform and the engagement of personnel will vary, including whether a management team’s services are

exclusive to the platform and whether the members of the management team are employed directly by the platform or indirectly through a separate management company established to manage such platform. Platform structures may change during the investments’ hold period, for instance, in connection with restructurings or dispositions or other realizations. Members of the management team may be Senior Advisors or Field Operations professionals and are permitted to render services exclusively to the platform company or provide the same or similar services to unaffiliated third parties or to a Client, other Related Funds, or other portfolio investments, including similar platform companies of predecessor and successor funds or Related Funds (and receive a fee, profits interest or other compensation in connection with such services), without triggering an advisory committee disclosure, review, or consent provisions of the Governing Documents applicable to transactions with affiliates. These individuals are not considered to be affiliated with a Client’s general partner, us or TPG for purposes of the Governing Documents solely as a result of their role as a member of a portfolio investment’s management team. Platform companies compensate their management teams in a number of ways, including through annual salaries and bonuses, incentive-based compensation (such as profits interests, carried interest, equity, options and warrants), fees for services or a combination of the foregoing. In any case, the Client would generally bear the cost of such compensation, as well as all other platform company expenses, including start-up, operating, investment sourcing and diligence and overhead expenses, through its direct or indirect interest in the platform company. Members of a platform company management team may receive separate compensation for services rendered to unaffiliated third parties or to Clients, Related Funds or other portfolio investments. In addition, a platform company or its management team may receive a fee or other compensation for forwarding to unaffiliated third parties or to Clients, Related Funds or their portfolio investments, any investment opportunity that we reasonably believe is not suitable for a Client or such platform company (e.g., because the investment does not have a risk or return profile compatible with a Client’s investment objectives). Any compensation the management team receives, regardless of whether a Client or Related Fund, a portfolio investment or an unaffiliated third party pays, would be in addition to, and would not offset, the Management Fee payable by the investors in the Client. Similarly, such compensation generally would not trigger the advisory committee (or investor) disclosure, review, approval or consent provisions of the Governing Documents applicable to transactions with affiliates. A platform company’s structure and relationship to us has the potential to create conflicts of interest. For example, although we (by virtue of our control of the Client) would form the platform company and in doing so often determine or significantly influence the form and amount of compensation paid to a platform company’s management team, the platform company (and ultimately the Client) bears the attendant expense. The compensation of management of a platform investment may include interests in the profits of the platform investment, including profits realized in connection with the disposition of an asset. As with Senior Advisors, the close business or personal relationships that we have with certain members of management give us less incentive to limit their compensation. In addition, given that we (and not the Client) otherwise pay the salaries of our employees, we have the incentive to cause a platform company to retain its own management team instead of relying on TPG employees to provide managerial services, or to convert existing TPG employees into members of a platform company’s management team.

There exists the potential that a platform company’s operations will continue past the commitment period of a Client, and there can be no assurance that such Client will monetize or be compensated separately for platform-related costs during the course of its operations. For platforms made up of multiple operating assets, we will have sole discretion to treat each asset as a separate portfolio investment for purposes of any concentration limit in a Client’s Governing Documents. There exists the potential that a platform company’s operations will continue past the commitment period of a Client, and there can be no assurance that the Client will monetize or be compensated separately for platform-related costs during the course of its operations. Business Relationships with Certain Advisors and Consultants. We maintain business relationships with certain advisors and consultants that are expected to provide assistance and advice with respect to Clients’ investments, including transaction sourcing, due diligence, valuation, structuring, and similar matters. The compensation for these individuals is dependent on the specifics of any particular engagement and may include, among other things, cash compensation (including retainers and incentive payments) from us, Clients and/or underlying investments, profits interests in an underlying investment, grants of equity in and/or the right to co-invest in an investment, and/or allocations of Performance Compensation. These individuals have been, and could be in the future, former employees and/or have close business and personal relationships with us. Even if most or all of their work is performed on behalf or at the direction of us, or if they have other characteristics of employees (e.g., office space at provided by us and participation in firm meetings), these individuals are not employees or our affiliates for purposes of the relevant Clients’ Governing Documents and are not subject to the restrictions or provisions in such Governing Documents that relate to employees or our affiliates. Any determination to engage an individual as an advisor or consultant rather than an employee is made by us in our sole discretion. Conflicts Relating to Rates of Third-Party Advisors and Other Service Providers. Clients and their portfolio investments will retain or pay for advisors and service providers, including accountants, administrators, alternative investment fund managers, depositaries, custodians, lenders, bankers, brokers, attorneys, sourcing persons, asset managers, property managers, contractors, developers, leasing agents, servicers, collateral managers, special servicers, rating agencies, other consultants, and co-venturers, including certain strategic partners as described in “Conflicts Arising from Strategic Business Partners” and certain service providers in “Conflicts Related to Certain Service Provider Relationships.” Some of these advisors and service providers also provide services to or have other relationships with us or more broadly with TPG (and in some instances are our affiliates). While we will generally seek to engage and recommend advisors and service providers on behalf of Clients and their portfolio investments on the basis of the quality of the advice and other services provided, these relationships could influence our decision to select or recommend an advisor or service provider to perform services for Clients or their portfolio investments (the cost of which will generally be borne directly or indirectly by Clients or their portfolio investments, as applicable). Furthermore, we will from time to time encourage thirdparty service providers to a Client and its portfolio investments to use other TPG-affiliated service providers in connection with the business of the Client, the portfolio investments, and unaffiliated entities, and we have an incentive to use third-party service providers who do so as a result of the indirect benefit to and additional business for the related service providers. In certain circumstances, advisors and other service providers charge rates or establish other terms for advice and services provided to TPG, Related Funds or any of their respective affiliates or portfolio

investments that are different from and more favorable than those charged in respect of advice and services provided to Clients and their portfolio investments, including as a result of discounts or rebates for the advice and other services provided by such advisors and other service providers depending on the volume of transactions in the aggregate or other factors. Moreover, whereas we typically negotiate on a matter-specific basis the rates or amounts payable for such services, Clients or their portfolio investments are expected from time to time to pay higher rates or amounts than we otherwise would for such services. As noted in Item 5, we expect Clients and their portfolio investments to participate in arrangements that involve payments, discounts, reimbursements or other benefits to us or our affiliates. For example, while not expected to benefit a Client based on the nature of a Client’s investments, we may afford certain portfolio investments the opportunity to participate in a program with us, our affiliates and other portfolio investments pursuant to which one of our affiliates negotiates favorable procurement arrangements. We and our affiliates, together with participating portfolio investments, receive the favorable procurement terms, which we are able to secure due in part to the involvement of our portfolio investments. This program is a Specialized Operational Service provided to participating portfolio investments, and therefore our affiliates receive payments or reimbursements from participating Clients and/or Related Funds and their portfolio investments to cover the cost of administering the program through the method described in “Item 11 – Providers of Specialized Operational Services” and such payments or reimbursements are not subject to Management Fee offsets or otherwise shared with such Clients and/or Related Funds. Because the cost of administering this program is shared among the participants, we will disproportionately benefit from it to the extent we utilize a greater number of the favorable procurement arrangements to a greater degree than any of the participating portfolio investments. We expect to engage third-party administrators to provide certain administrative services to Clients. The administrators have no implied duties and their services are not exclusive to Clients. Conflicts Arising from Service by TPG Professionals on Portfolio Investment Boards of Directors and Creditors’ Committees. Our professionals frequently serve on the boards of directors and creditors’ committees or in other similar capacities of our portfolio investments of Clients and/or Related Funds by virtue of the governance agreements we typically negotiate in connection with an investment. While these roles should generally advance the interests of a Client or Related Fund as an indirect or direct equity holder of a portfolio investment and generally align with the interests of shareholders more broadly, the professionals’ fiduciary duties to the relevant portfolio investment shareholders or its other creditors, as applicable, as directors or members of the creditors’ committee or equivalent managing persons could conflict with the interests of the applicable Related Fund and/or a Client. For example, it may be inconsistent with a director’s fiduciary duties to share information he/she receives regarding the relevant portfolio investment with TPG personnel overseeing an investment in a different portfolio investment, which could include investments of a Client, even though that information would be beneficial to such other portfolio investment (and, if applicable, a Client). Additionally, such positions could impair the ability of a Client to sell the securities of an issuer in the event a director receives material nonpublic information by virtue of his or her role, which would have an adverse effect on the Client. Decisions made by a director or a person serving on a creditors’ committee or in a similar capacity could also subject TPG, our affiliates or funds (which could include a Client) to claims they would not otherwise be subject to as an investor in a portfolio investment, including claims of breach of

duty of loyalty, securities claims and other related claims (and a Client will generally indemnify a Client’s general partner, us and their representatives from such claims). In addition, to the extent our professionals serve as directors, members of creditors’ committees or in other similar capacities on the boards of more than one portfolio investment, such professionals’ fiduciary duties among the two portfolio investments may create a conflict of interest. Similarly, to the extent our professionals serve as directors, members of creditors’ committees or in other similar capacities on the boards of portfolio investments in which multiple Related Funds invest (including a Client), such professionals may act in the interest of one (and not all) of such Related Funds and/or not necessarily in the interest of a Client. Furthermore, TPG personnel serving as a director, member of a creditors’ committee or in a similar capacity to a portfolio investment owes a fiduciary duty to the portfolio investment, as applicable, on the one hand, and the applicable Client or Related Fund, on the other hand, and such TPG personnel may be in a position where he or she must make a decision that is either not in the best interest of a Client and/or such Related Fund, or is not in the best interest of the portfolio investment, as applicable. See also “Conflicts Arising from Other Investment Activities of Clients and Related Funds – Possession of Material Non-Public Information” below. Conflicts Related to Certain Service Provider Relationships. From time to time we, in our discretion, recommend to a Client or one of its portfolio investments that it contract for services or, in providing services to a Client, directly engage with

an Affiliated Service Provider or other related person of ours (including a portfolio investment of a Client or a Related Fund); or

an entity or person with which or whom we or our personnel have a relationship or from which or whom we or our personnel otherwise derive financial, personal or other benefit.

When engaging an Affiliated Service Provider or other related person, including a portfolio investment of a Client or Related Fund, we will generally have a financial, personal or other business incentive to recommend the Affiliated Service Provider or other related person even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost. Moreover, Affiliated Service Providers (as described in Item 5 above) are retained to provide Affiliate Services (as defined in Item 5 above) with respect to specific portfolios of assets owned by certain Clients. The general partners of such Clients have the ability to enter into servicing arrangements with the Affiliated Service Providers with respect to specific types of assets based upon the specialized expertise or systems of each such Affiliated Service Provider. Generally, the general partners can also replace any Affiliated Service Provider at any time without notice to such Clients. Subject to a Client’s Governing Documents, the Affiliated Service Providers charge Service Fees that are not subject to Management Fees or Performance Compensation offset, as discussed in more detail in “Item 5 – Fees and Compensation” above. In such cases, we indirectly receive such fees, via our affiliates, in addition to Management Fees and Performance Compensation. We could also in the future form, acquire interests in, or otherwise engage additional Affiliated Service Providers as described below in “Future Affiliated Service Providers.”

For example, our wholly-owned subsidiary Red Creek Asset Management LLC (“Red Creek”) provides certain Affiliate Services, including, conducting due diligence, providing oversight of third-party service providers and the servicing of residential mortgage loans, consumer loans, real estate and related assets, directing or consenting to certain loss mitigation and asset disposition activities, reporting and other asset management activities. We have an incentive to engage Red Creek to provide services to Clients and/or Related Funds, even if a third party could provide similar services, because we indirectly receive such fees and such fees will not reduce the Management Fee or Performance Compensation payable by investors. Relatedly, we also have an incentive to structure investments to maximize such Red Creek fees, even if we otherwise would not make such an investment in the absence of such fees. Services provided by Red Creek with respect to portfolio investments may in certain cases be similar to services provided by a Client’s general partner and/or us; nevertheless, any fees received by Red Creek will not reduce the Management Fee payable by such Client. There can be no assurance the Red Creek fees will be below market rates, and any assessment of market rates is typically based on consideration of a number of factors, which generally are expected to include a third-party valuation agent’s experience with non-affiliated service providers as well as benchmarking data and other methodologies determined by the valuation agent to be appropriate under the circumstances. While the valuation agent may obtain benchmarking data regarding the rates charged or quoted by third parties for services similar to those provided by Red Creek in the loan asset management market or certain similar markets, relevant comparisons may not be available for a number of reasons, including, as a result of a lack of a substantial market of providers or users of such services or the confidential or bespoke nature of such services. Any methodology, or choice among methodologies, involves potential conflicts of interest. In addition, portfolio investments owned by certain Clients and/or Related Funds provide services to or otherwise have business dealings with, and therefore receive fees or value from, other Clients or their portfolio investments. These and other similar arrangements with portfolio investments creates potential conflicts of interest. In such cases, we may have an incentive to cause a Client or its portfolio investment to transact with a portfolio investment service provider in order to benefit the Client that owns the portfolio investment service provider, or cause the portfolio investment service provider to provide services or engage in transactions with a Client or portfolio investment on terms or for compensation not favorable to the provider in order to benefit the other Client. There can be no assurances that amounts charged by any such portfolio investment service providers will be consistent with those charged by similarly situated companies, which could provide the same services at more favorable rates. Some of the services performed by portfolio investment service providers could also be performed by us. Fees paid by a Client or its portfolio investments to the portfolio investment service provider, or value created by other portfolio investment service providers or vendors, would not offset or reduce the Management Fee or Performance Compensation payable by a Client and would not otherwise be shared with a Client or its investors. With respect to certain Clients advised by us, if an Affiliated Service Provider or affiliate provides Affiliate Services on a fee-for-service basis (e.g., in connection with the provision of property services or services provided to securitization pools by Red Creek) such fees will generally not exceed the rate that would be payable by Clients or their portfolio investments if such services were provided by a third party providing comparable services in an arm’s-length transaction, although there can be no assurance that such fees will be below market rates. We will make

determinations of whether such fees are fair and reasonable, which could in certain cases involve a comparison against market rates (i.e., rates that fall within a range that we have determined is reflective of rates in the applicable market and certain similar markets, though not necessarily equal to or lower than the median rate of comparable firms) based on our consideration of a number of factors, which are generally expected to include our experience with non-affiliated service providers as well as benchmarking data and other methodologies determined by us to be appropriate under the circumstances. In respect of benchmarking, while we often obtain benchmarking data, either on our own or through the engagement of a third-party valuation agent, regarding the rates charged or quoted by third parties for services similar to those provided by its affiliates in the applicable market or certain similar markets, relevant comparisons may not be available for a number of reasons, including, as a result of a lack of a substantial market of providers or users of such services or the confidential or bespoke nature of such services (e.g., for the services provided by Red Creek, and within property management services, different assets may receive different property management services). Any methodology, or choice among methodologies, involves potential conflicts of interest. Future Affiliated Service Providers. We may in the future form, acquire interests in, or otherwise engage one or more entities in which we or our affiliates, or TPG professionals personally, hold interests (which could be controlling or non-controlling), to provide Affiliate Services and/or some or all of the services contemplated under “Activities and Compensation of Other Third Parties” and “Conflicts Relating to Activities and Compensation of Senior Advisors” to Clients and their portfolio investments, including credit services (including loan origination, sourcing, loan servicing, debt advisory, underwriting and due diligence services, loan agency services and special servicing and services with respect to loan syndication, managing workouts and managing foreclosures). Any fees or compensation a Client or its portfolio investments pays to such entities in connection with the performance of such services would not offset the Management Fee even though we and/or our personnel have a material economic interest in the entities, unless provided for in the Client’s Governing Documents. Conflicts Related to the Hiring of Asset Managers or Servicers. The general partner of a Client may hire asset managers, servicers or other strategic counterparties (collectively, “Servicers”), including affiliates of ours or the general partner (or entities in which affiliates of ours or the general partner have an interest or a right to acquire an interest), to provide asset management, sourcing, due diligence, underwriting, loan and other asset servicing, accounting, operational or other services with respect to portfolio investments. The fees to be paid to the Servicer are determined at the discretion of the general partner taking into account the assets to be governed by such agreement, may include a profits interest or other incentive-based compensation to the Servicer, and are otherwise determined according to one or more methods, including a percentage of the value of the assets being serviced or the invested capital exposed to such assets, and/or a percentage of cash flows from such assets. In the event one or more Servicers is providing services to multiple Clients, we may allocate such fees among these Clients in a manner we deem fair and equitable, in our sole discretion. To the extent any such fees are payable to an affiliated Servicer, such fees will not reduce any fees otherwise payable to us or our affiliates and, other than fees payable as disclosed in a Client’s Governing Documents, such fees will not require approval of the Client’s advisory committee. Our affiliates or those of the general partner will benefit from these arrangements. Also, see “Conflicts Related to Certain Service Provider Relationships.”

Conflicts Arising from Business with Certain Investors. We have service providers, including, for example, investment bankers and outside legal counsel, who are investors in Clients and/or who provide services to businesses that are our competitors. We have a conflict of interest with the Client in recommending the retention or continuation of a service provider if such recommendation, for example, is motivated by a belief that the service provider will continue to invest in Clients and/or Related Funds or will provide us information about our competitors. There is a possibility that we, because of such belief or for other reasons, will favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. In addition, as part of our business, we, our affiliates and our personnel have developed many relationships with third parties which have the potential to raise conflicts of interest. Such third parties include investment bankers, lenders, consultants, developers, property managers, asset managers, administrative agents, professional advisors (such as attorneys and accountants), coinvestors, current and former directors, officers, employees and contractors of current and former portfolio investments, current and former service providers to current and former portfolio investments, and our former employees and contractors. Certain of these third parties: (i) introduce investment opportunities to us; (ii) arrange for, or facilitate the financing of, the purchase or recapitalization of current and potential portfolio investments; (iii) introduce portfolio investments to potential acquisition or merger candidates; (iv) facilitate the disposition of portfolio investments; or (v) provide investment banking, consulting, legal or advisory services to us, the Clients or portfolio investments. These relationships create conflicts of interest as we will have incentives to select or recommend any such third-party to perform services for the Clients or portfolio investments. The cost of any services provided by such third parties will generally be borne directly or indirectly by the Clients or portfolio investments, as applicable. In addition, our, and our personnel’s, relationships with banks and other lending institutions will at times originate from a Client’s investment in portfolio investments and inure to the benefit of the TPG AG Personnel. Such lending institutions will from time to time be incentivized to provide services to TPG AG Personnel, including by providing extensions of credit or other loans, if they anticipate such services will provide them with further opportunities with respect to the Clients or their portfolio investments. These arrangements will create additional conflicts of interest as the TPG AG Personnel’s and the lending institution’s interests may or may not align with those of the Clients, their portfolio investments and investors. Our affiliates have pre-existing relationships with a significant number of sponsors, investment managers, operating partners and companies, including those that are sources of potential investments for Clients. Our affiliates also have relationships with numerous investors, including institutional investors and their senior management. The existence and development of these relationships can influence whether or not a particular investment is undertaken on behalf of a Client and, if so, the form and level of such investment. Similarly, we in certain circumstances can take into consideration these relationships in the management of a Client. Accordingly, there are certain investments or strategies involving the management or realization of particular investments that we will not undertake on behalf of a Client in view of such relationships that could have been profitable for such Client. Portfolio investments controlled by a Client from time to time provide services to certain Client or Related Fund investors. We have an incentive to cause the portfolio investment to favor those investors relative to other portfolio investment clients or customers in terms of pricing or otherwise, which could adversely affect the portfolio investment’s profitability.

Additionally, the portfolio investment could recommend to its clients or customers that they invest in a Client. We engage certain service providers (including law firms) on behalf of the Clients, and personnel of such service provider have in the past been, and may in the future be, seconded to us on a temporary basis or serve in an internship capacity, pursuant to various arrangements including at cost or at no cost. We are, from time to time, a beneficiary of these arrangements as well. Such personnel may provide services in respect of multiple matters, including in respect of matters related to us, our affiliates and/or portfolio investments and in any such circumstance, the benefits or costs of any such personnel will be allocated in our discretion taking into consideration the usage of such personnel. The Clients and investors will not be entitled to share in or receive the benefit of any such fees, expense reimbursements or other costs related thereto. In such circumstances, a conflict of interest exists because we or our affiliates have an incentive to select one service provider over another on the basis that we or our affiliates may receive the benefit of seconded employees from such service provider, particularly where the compensation and expenses for such personnel during the secondment is borne by the service provider and not us or our affiliates. In certain cases, secondees will provide services for a Client that constitute a Client expense and therefore a corresponding portion of such secondee’s compensation will be borne by such Client. There may be instances where the target portfolio investment of one Client is the service provider of another Client, and an acquisition of the target portfolio investment by the original Client would create a conflict of interest for the other Client. For example, when the target portfolio investment of the original Client is the valuation agent of the other Client, the acquisition of the portfolio investment by the original Client would create issues related to independence. Therefore, due to such conflict, there may be circumstances where we decline to make an investment on behalf of the original Client, even if such investment would be beneficial to the original Client and/or fits within the original Client’s Investment Allocation Requirements. Additionally, due to such conflict, there may be circumstances where the interests of the original Client are subordinated to the perceived interests of the other Client, which may be to the detriment of the original Client. Certain members of a Client’s advisory committee are, or in the future could be, officers or directors of, or otherwise affiliated with, limited partners of a Client or one or more other Clients and/or Related Funds. The general partner of a Client or a Related Fund has the discretion to utilize the services of limited partners and their affiliates on an arm’s-length basis, as it deems appropriate. It is possible that we exercise our discretion to enter into transactions with investors in one or more Clients to dispose of all or a portion of certain investments or assets held by one or more Clients. The sales price for such transactions will be mutually agreed to by us and such purchaser(s); however, determinations of sales prices involve a significant degree of judgment by us. Although we are not obligated to solicit competitive third-party bids for such sales transaction, receive a third-party valuation, obtain a fairness opinion, obtain advisory committee approval or to seek the highest available price (which means we may not obtain the highest price for the transaction), we will first determine that such transaction is in the best interests of the applicable Clients, taking into account the sale price and the other terms of the transaction. There can be no assurance, in light of the performance of the investment following such a transaction, that such transaction will

ultimately prove to be the most profitable or advantageous course of action for the applicable Clients. Any such transactions will comply with the Governing Documents of the applicable Clients. Conflicts Related to Legal Counsel and Other Service Providers Engaged by Clients and Related Funds. Clients and the Related Funds may engage common legal counsel to represent them in a particular transaction, including a transaction in which a Client, other Clients and/or Related Funds have conflicting interests because they have invested in different securities of the portfolio company. In the event of a significant dispute or divergence of interest between a Client, other Clients and/or Related Funds, such as in a work-out or other distressed situation, separate representation will typically become desirable, in which case we and the other Related Advisers may hire separate counsel in our sole discretion, and in litigation and other circumstances, separate representation will occasionally be required. Law firms engaged to represent Clients and Related Funds, partners in those firms or entities affiliated with those firms may be investors in such Client, other Clients and/or Related Funds, and may also represent one or more portfolio investments or limited partners of such Client, other Clients and/or Related Funds. Conflicts Relating to Operating Companies. Certain Clients, particularly in the real estate context, from time to time participate in investments alongside operating companies in which other Clients and/or Related Funds (whether in existence at such time or subsequently established) own or acquire an entity-level interest, where additional opportunities to invest are made available to the Client and certain co-investors and we determine that doing so is appropriate under the circumstances. We or such other Clients and/or Related Funds will acquire economic interests and/or minority governance rights in such entity investments, which are likely to create conflicts of interest, including, but not limited to, determining terms of investments or services to be provided to an investment, exercising certain rights in connection with an investment and/or when to exit an entity or investment. For example, if an investment related to an entity investment is not performing well, it may be in a Client’s interest to replace the operating partner or seek to dispose of such investment; however, it is possible that such actions would not be in the best interests of other Clients and/or Related Funds invested in the operating partner. We also have an incentive to use operating companies in which other Clients and/or Related Funds are invested in connection with investments because of our financial, business or other interests in such entities (including whether the use of such entities could establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to us and our affiliates and the Clients and/or Related Funds invested in such operating companies), which may cause us to favor the retention or continuation of such operating company even if a better price and/or quality of service could be obtained from another person or entity or ourself. Entity investments will generally involve payment of fees and other amounts, including incentive-based fees, to the operating companies, which will not be offset against the Management Fees, notwithstanding that other Clients and/or Related Funds, and, indirectly, our affiliates, would benefit from the payment of such fees. Such entity investments will generally not be subject to consent of a Client’s advisory committee, as among other considerations, other Clients and/or Related Funds are not considered our affiliates. Although we will seek to ensure that any fees paid by a Client or investment in connection with an entity investment are consistent with what we believe to be market rates, we will consider a number of factors in assessing such fees, including, but not limited to, our experience with thirdparty operating companies, benchmarking data and other methodologies determined by us to be appropriate under the circumstances. Investors should be aware that it can be difficult to identify

comparable operating companies or other service providers that provide services of a similar scope and scale, which could impact any benchmarking analysis. Similarly, certain Clients are expected to invest in operating partners, which in turn can provide services to an investment held by an affiliate of ours or other Client or Related Fund, or engage in similar investment transactions as an affiliate of ours or other Client or Related Fund. Such transactions will entail conflicts of interest similar to those described above. In addition, to the extent permitted under applicable law and the relevant Client Funds’ Governing Documents, it is possible that a Client will purchase an entity investment interest in an operating partner from a prior fund or other Client and/or Related Fund, such that such Client may purchase the interests in an operating partner from another Client and/or Related Fund or sell such interests at or around the end of its term. Additionally, related investments can be managed together (including, for example, the use of the same third-party manager(s) or service provider(s)) or otherwise operated as part of the same entity, combined and/or otherwise sold together as a part of a single transaction or series of related transactions. Such arrangements would result in a Client’s interests in any such investments being subject to dilution and give rise to other significant risks and conflicts of interest, and there can be no assurance that any Client will not be adversely affected by such arrangements. For example, a Client, any such entity investments, and other vehicles or entities in which one or more affiliates of ours hold an interest (including, but not limited to, other Clients and/or Related Funds and their respective affiliates) can engage in activities that compete with those of such Client and otherwise make investments of a type that would be suitable for the same. Such activities can result in allocations of investment opportunities to any such entity investments, accounts or other entities controlled by or in which an affiliate of ours hold an interest and consequently can result in a Client not participating (or not participating to the same extent) in certain investment opportunities in which it would have otherwise participated. Investments in Operating Partners. TPG and Related Funds could make investments in certain operating partners, which may engage in similar investment transactions as a Client and/or may be engaged by a Client to provide services with respect to one or more portfolio investments. The TPG affiliate or Related Fund with an interest in the operating partner will typically be entitled to receive a portion of fees or incentive-based compensation payable to the operating partner by a portfolio investment. In addition, while such investments are typically structured so that TPG does not “control” such operating partner, the TPG affiliate or Related Fund may nonetheless be afforded certain governance rights in relation to such investments (including, but not limited to, negative consent rights, anti-dilution rights, exit rights and rights to appoint board members) that can influence the operating partner. While such operating partners will not be deemed “affiliates” of TPG, TPG may, under certain circumstances, be in a position to influence the management and operations of such operating partners and the existence of its economic and revenue sharing interest therein can be expected to give rise to conflicts of interest. A Client and its portfolio investments may, from time to time, engage in transactions with, and buy and sell investments, products or services from, any such operating partners; such transactions are not subject to advisory committee approval. Conflicts Related to Other Investments by Clients and Related Funds. Given the breadth of TPG’s portfolio across platforms, we expect a Client, TPG and other Related Funds from time to time to invest in a competitor or customer of, or service provider or supplier to, a portfolio investment of another Client and/or Related Fund (see also “Conflicts Relating to Interests in Non128

Affiliated Entities”), and investors in a Client or Related Fund. For example, as a creditor with a senior debt interest in a portfolio investment, a Client or Related Fund could take actions, consistent with its obligations to maximize the return to its investors, that would be adverse to the interests of another Client as a holder of a junior debt interest or senior equity interest in such portfolio investment, such as causing the acceleration of its debt or exercising other rights it has that could precipitate a sharp decline in its available capital, and therefore impact such portfolio investment’s ability to ultimately repay the Client’s interest. The existence of such investments by other Clients and/or Related Funds may also create an incentive for us to concentrate in certain portfolio investments more than it would have in the absence of such investments by other Clients and/or Related Funds. In addition, personnel may serve as directors, or otherwise associated with, companies that are competitors of portfolio investments of certain Clients and/or Related Funds. These circumstances would give rise to a variety of conflicts of interest. For example, as a creditor with a senior interest in a portfolio investment, another Related Fund could take actions, consistent with its obligations to maximize the return to its investors, that would be adverse to the interests of a Client as a holder of a junior interest in such portfolio investment, such as causing the acceleration of its debt or exercising other rights it has that could precipitate a sharp decline in its available capital, and therefore impact its ability to repay a Client’s junior interest. The existence of such investments by other Related Funds may also create an incentive for a Client’s general partner to concentrate in certain portfolio investments more than it would have in the absence of such investments by other Related Funds. In addition, another Related Fund or its portfolio investment may take actions for commercial reasons that have adverse consequences for the Client, or one of its portfolio investment, such as developing properties, pursuing tenants or seeking to increase its market share at a Client’s portfolio investment’s expense (as a competitor), withdrawing business from one of a Client’s portfolio investment in favor of a competitor that offers the same product or service at a more competitive price (as a customer), increasing prices in lock-step with other enterprises in the industry (as a supplier) or commencing litigation against one of a Client’s portfolio investment (in any capacity), all of which could increase such portfolio investment’s expenses or negatively impact such portfolio investment’s revenues and income from operations thereby making it more difficult for such portfolio investment to meet its debt service obligations. Another Client or a Related Fund may also obtain information while dealing with its portfolio investments that it is prohibited from acting on or disclosing to another Client or its portfolio investments as a result of confidentiality requirements or applicable law, even though some action or disclosure would be in the latter’s interests. In addition, to the extent not restricted by confidentiality requirements, we generally will apply the experience obtained by managing Clients to benefit other Clients and/or Related Funds. Furthermore, a Client and/or Related Fund may take actions, such as seeking to obtain regulatory approvals, in connection with the making of an investment or potential investment that subject other Clients and/or Related Funds to regulatory or contractual obligations, which could result in such Client and/or Related Fund taking actions that it would not have otherwise taken, including giving up governance rights with respect to an investment. Notwithstanding the foregoing risks, other Related Advisers, other Clients and Related Funds (and their portfolio investments) are under no obligation to take any action or refrain from taking any

action to prevent or mitigate any losses by a Client, or to take into account the Client’s interests in advising their respective portfolio investments or otherwise managing their assets. It is also anticipated that TPG and TPG affiliates (other than Clients and Related Funds) could invest in a competitor or customer of, or service provider or supplier to, an investment of a Client and/or Related Fund. This is expected to lead to many of the same conflicts of interest as described above. Conflicts Related to TPG CLOs/CBOs. We expect to sponsor CLOs and CBOs (collectively, “TPG CLOs/CBOs”) through a platform with TPG. Certain Clients are expected to invest in the warehouses of such TPG CLOs/CBOs. Such TPG CLOs/CBOs warehouses may also have significant investment from us and our affiliates and other Clients and Related Funds. Certain Clients will invest in equity interests and may also invest in debt interests of TPG CLOs/CBOs, including the warehouses of these structures. When we are considering CLO and/or CBO investments on behalf of certain Clients, we have an incentive to choose a TPG CLO/CBO over a third-party managed CLO/CBO in order to seed such TPG CLO/CBO, minimize the expenses incurred by and, to the extent fees are charged in such vehicles, increase the fees received by us in connection with our management of such TPG CLO/CBO, or more generally, to support our CLO/CBO business. Investment in a TPG CLO/CBO may offer a Client, through us, greater transparency into and knowledge of the CLO/CBO’s investment process than would be possible with a CLO/CBO managed by a third party, and we may therefore select TPG CLOs/CBOs over CLOs/CBOs managed by a third party where we believe such investments are appropriate for the Client’s investment program. When selecting CLO/CBO investments on behalf of a Client, whether or not a CLO/CBO is a TPG CLO/CBO will be one factor among many considered by us when choosing an investment. To the extent we and/or Clients and/or Related Funds maintain control positions in TPG CLOs/CBOs, we will exercise control in the interest of the control equity held by us and/or such funds or accounts with respect to investment decisions and operational decisions of the TPG CLOs/CBOs, which could be adverse to the interests of other investors in such TPG CLO/CBO, including certain Clients. Such Clients will also indirectly bear their share of the expenses of any TPG CLO/CBO into which such Clients invest or through which we otherwise conduct investment activities on behalf of such Clients. Additionally, subject to such Clients’ Governing Documents, to the extent that we or our affiliates receive Management Fees, incentive fees and/or Performance Compensation from any TPG CLO/CBO in connection with such Clients’ investment in such TPG CLO/CBO, such Clients’ allocable share of such Management Fees, incentive fees and/or Performance Compensation will be applied to reduce (but not below zero) any Management Fees subsequently payable by such Clients. Such Clients’ proportionate share of such Management Fees is expected to be determined based upon the amount of such Clients’ investment in the relevant TPG CLO/CBO as a proportion of the total CLO Equity notes issued by such TPG CLO/CBO. Providing Debt Financings in Connection with Acquisitions by Third Parties of Assets Owned by Other Clients and/or Related Funds (and vice versa). Certain Clients are authorized to provide financing as part of a portfolio investment’s bid or acquisition of (or investment in) a portfolio investment of another Client and/or Related Fund (or in connection with acquisitions by one or more other Clients and/or Related Funds or their affiliates of assets or interests (and/or portfolios) owned by a third party). Certain Clients reserve the right to provide financing (1) as part of the

bid or acquisition by a third party to acquire interests in (or otherwise make an investment in the underlying assets of) a portfolio investment owned by one or more other Clients and/or Related Funds or their affiliates and/or (2) with respect to one or more portfolio investments in connection with a proposed acquisition or investment by one or more other Clients and/or Related Funds or their affiliates relating to such portfolio investments. This may include making commitments to provide financing at, prior to or around the time that any such purchaser commits to or makes such investments. The approval of an advisory committee will not be required for certain Clients to provide such financing. Certain Clients also reserve the right to make investments and provide debt financing with respect to portfolio investments in which other Clients, Related Funds and/or their affiliates hold or propose to acquire an interest. The involvement of a Client and/or such other Clients and/or Related Funds or affiliates may affect the terms of such transactions or arrangements (including credit decisions) which may affect our decisions with respect to the management of a Client and/or our management of other Clients and/or Related Funds and/or the relevant portfolio investments or otherwise give rise to conflicts of interest which may adversely impact a Client. For example, such transactions may involve the partial or complete payoff of such loans (with related proceeds being received by the applicable other Clients and/or Related Funds) and/or otherwise result in restructurings of terms and pricing relating to such existing loans with the borrowers thereof in respect of which such other Clients and/or Related Funds may receive refinancing proceeds and/or a retained interest in such loans in accordance with such restructuring arrangements. In addition, certain Clients expect to make and/or acquire portfolio investments (such as the provision of financing for structured land banking transactions) from one or more land developers which are portfolio investments (through equity and/or debt investments) of any Client and/or Related Fund. While such transactions give rise to the appearance of a conflict of interest, we believe that the presence of a third party in the transaction, including the applicable homebuilder which must approve the acquisition of applicable lots in connection with a Client’s investment, mitigates any such conflict and therefore the approval of an advisory committee will not be required for a Client to make such investments. Conflicts Related to Risk Retention Requirements. Certain of a Client’s investments (including investments which such Client’s, our and/or affiliates of the foregoing create or otherwise sponsor) may be subject to certain risk retention requirements, which may be satisfied (directly or indirectly) by such Client, its affiliates and/or third parties. In addition, certain Clients can invest in, sponsor or create funds, vehicles, investment structures, capitalized manager vehicles and/or other opportunities intended to provide financing or other support to sponsors and other eligible risk retainers (including us and/or its affiliates); us, our affiliates, other Clients and/or Related Funds and/or their affiliates are expected to also invest in such funds, vehicles, investment structures, capitalized manager vehicles and/or other opportunities. Loan Refinancings. Certain Clients may from time to time seek to participate in investments relating to the refinancing of loans to portfolio investments held by other Clients and/or Related Funds. Such transactions may give rise to potential or actual conflicts of interest. Conflicts Arising from Other Investment Activities of Clients and Related Funds – Possession of Material Non-Public Information. From time to time, we and our personnel are expected to come into possession of material non-public information (“MNPI”) concerning specific

companies, including as a result of certain of our personnel serving on the boards of directors or in other similar capacities of our portfolio investments (see “Conflicts Arising from Service by TPG Professionals on Portfolio Investment Boards of Directors and Creditors’ Committee”), through other officer or director positions of our personnel, and as a result of information Clients and/or Related Funds receive in connection with their investments in portfolio investments. As a consequence of our inability to use MNPI for investment purposes under applicable securities laws and/or our internal policies and procedures, such positions and/or portfolio investments, as applicable, could impair the ability of a Client to sell a portfolio investment in the event a director, by virtue of his or her role, or another Client and/or Related Fund, by virtue of its capacity as an investor in a portfolio investment, receives MNPI, which would have an adverse effect on the Client. For example, a Client may be restricted from buying or selling an investment which, if MNPI had not been known, otherwise may have been undertaken. We are in certain (but not all) situations offered the option not to receive MNPI and, while we in certain of such cases elect not to receive MNPI to minimize the impact of restrictions the receipt of such information would impose on us, the Clients and/or Related Funds, there can be no assurance that we will make such election, and will therefore in certain cases receive the MNPI. However, due to these restrictions, there can be no assurance that a Client will be able to liquidate or exit an opportunity in the same manner or on the same timing as would be the case if such restrictions did not apply. As a result of the foregoing, a Client may be adversely affected because of our inability or unwillingness to participate in transactions that may violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult or may prevent a Client from pursuing investment opportunities, require the sale of part or all of certain portfolio investments on a timeline or in a manner deemed undesirable by us or may limit the ability of one or more portfolio investments from conducting their intended business in whole or in part. Consequently, there can be no assurance that a Client will be able to participate in all potential investment opportunities that fall within its investment objectives. Conflicts Arising from Activities of Clients and Related Funds; Information Barriers. Clients, Related Funds and investment platforms regularly obtain non-public information regarding target companies and other investment opportunities. In the absence of an information barrier, we generally consider MNPI received by an investment team as being imputed to all other investment professionals, including all of the personnel who make investment decisions. Certain Clients and Related Funds are authorized to, and certain Clients and Related Funds regularly, trade securities and debt instruments in the secondary market and, in certain circumstances, we will have an incentive to avoid taking actions related to MNPI or otherwise that would impede the operation of other Clients and/or Related Funds. For example, we reserve the right to decline to receive MNPI on a company or otherwise pursue an investment opportunity for a Client if doing so would prevent other Clients or Related Funds from trading securities or debt instruments currently in their portfolio or of interest to them. In the absence of an information barrier (or if an existing information barrier is subsequently changed or removed), if a Client and/or Related Fund receives MNPI with respect to a particular company, other Clients and/or Related Funds would face, as a result of securities law prohibitions on trading on the basis of MNPI or applicable industry conventions (such as with respect to secondary loan trading), restrictions on their ability to pursue a direct transaction with that company or dispose of an investment. Moreover, the operation of certain company governing document provisions could impair a Client and/or Related Fund’s ability to trade the securities or debt instruments of a company if a Client invests in such company. Additionally, the confidentiality agreements the Clients and Related Funds enter into often include

provisions, such as “standstills,” that could prevent the Clients from making an investment, including a direct transaction with the company, potentially for extended periods. In limited circumstances, we may erect information barriers to restrict the transfer of MNPI and other information between Related Funds and Clients to avoid the restrictions described in the preceding paragraphs. When an information barrier exists, MNPI and information received by an investment team is imputed only to the investment professionals on the same side of the information barrier as such investment team. We may establish information barriers for a variety of reasons, including commercial reasons, such as when a portfolio investment requires that a Client keep information about the portfolio investment and/or its related parties confidential and not disclose it to other Client and/or Related Fund or platforms. However, the presence of an information barrier will limit a Client’s ability to benefit from TPG’s expertise on the other side of any such information barrier. If an information barrier designed to insulate a Client is breached, even if inadvertently, the Client will likely face the same restrictions on its activities as it would have faced had the information barrier not been established in the first place. There can be no assurance that our information barrier and compliance policies will be effective in accomplishing their stated purpose and/or that they will not otherwise adversely affect the ability of a Client to effectively achieve its investment objective by unduly limiting the investment flexibility of the Client and/or the flow of otherwise appropriate information between the Client and other businesses at TPG. In certain situations, we may permit an investment professional on one side of an information barrier to participate in certain investment advisory activities involving a business on the other side of the information barrier. To the extent such investment professional acquires MNPI in connection with such activities, the Clients and Related Funds on both sides of an information barrier may be restricted from making certain investments. Additionally, there could be circumstances in which one or more individuals associated with TPG will be precluded from providing services to the Clients or from being involved in specific investment-related activities or decisions because of certain confidential information available to those individuals or to other TPG individuals or because of other applicable legal or regulatory restrictions that result from their oversight of or involvement in activities of the Related Funds. In such circumstances, the information barrier could require such individuals to recuse themselves from a Client’s committees or otherwise from participating in or sharing information relevant to investment activities or decisions related to the Client’s investments. Alternatively, we and our affiliates could determine that such investment professionals should so recuse themselves to ensure that they can participate in the investment activities and decisions of the Related Funds. The Clients could be adversely impacted in such circumstances. For example, in some instances, TPG personnel may be unable to assist with the activities of a Client as a result of an information barrier. There can be no assurance that additional restrictions will not be imposed that would further limit our ability to share information internally. As a consequence of an information barrier, information that could be of benefit to a Client might become restricted to those of other respective businesses and otherwise be unavailable to the Client. It is also anticipated that we and our affiliates (other than Clients and/or Related Funds) could obtain nonpublic information regarding target companies and other investment opportunities and trade securities and debt instruments in the secondary market. This is expected to lead to many of the same conflicts of interest as described above.

Conflicts Arising from Other Investment Activities of Clients and Related Funds - Walled-Off Businesses. We are permitted in our discretion to place certain funds, businesses, platforms or other groups of individuals and/or entities behind information barriers in order to limit the free flow of information across any such information barrier. Currently, certain Related Funds operate on the other side of an information barrier from certain other Related Funds, and certain Clients are therefore “walled off” from those other businesses and platforms. We are likely in the future to evaluate the scope and necessity of such information barrier and decide to adjust (including by moving one or more strategies from one side of the existing information barrier to another) or fully remove the information barrier, which could result in certain Clients and/or other Related Funds no longer being “walled off” from one or more of TPG’s other businesses and platforms, or result in a Client being “walled off” from one or more other Related Funds with respect to which it is not currently “walled off.” In the absence of information barriers, certain Clients and/or Related Funds could be restricted from making or exiting certain investments, or certain investments suitable for and/or sourced by TPG may instead be allocated to other Clients and/or Related Funds (and vice versa). These restrictions could materially limit the universe of available investments to certain Clients and/or Related Funds and, in turn, the returns received by the investors therein. For the avoidance of doubt, no approval of an advisory committee, consent of investors or notice to investors will be required in order to implement, adjust or fully remove any information barrier, even if such adjustment or removal would materially and adversely impact a Client. Any TPG business that is “walled-off” from a Client generally will not share information with such Client and will have different day-to-day management from such Client (and vice versa). Accordingly, certain Clients’ Governing Documents do not subject TPG walled-off businesses to certain restrictions otherwise applicable to our affiliates. For example, these businesses, and their personnel generally are authorized to:

make investments without regard to the Clients’ investment allocation provisions or the allocation principles described above;

invest in portfolio investment of the Clients;

receive payments from Clients’ portfolio investments without applying those amounts to offset the Management Fee payable by investors; and

enter into transactions with Clients’ portfolio investments.

In addition, subject to the Governing Documents of a Client, we generally would not need approval of an advisory committee to make a portfolio investment in which such business or its personnel already holds an existing material investment. The inapplicability of these restrictions is particularly significant given that we are one of the largest global alternative investment firms in the world and we engage in a broad range of activities, including pursuing investments for our funds and other accounts and providing investment advisory, broker-dealer and other related services to these funds and accounts and their portfolio companies and other investments. As a result, we expect Clients and/or Related Funds that are on one side of an information barrier to have investments in different levels of the capital

structure as compared to Clients and/or Related Funds on the other side of an information barrier (see “Conflicts Relating to Investing in Different Levels of the Capital Structure” below). However, other restrictions under certain Client’s Governing Documents relevant to our affiliates would apply to “walled-off” businesses. For example, in certain circumstances we could generally need a Client’s advisory committee approval for a Client to acquire an investment from or dispose of an investment to a Related Fund within a “walled-off” business in a transaction that is directly negotiated between a Client and any such Related Fund. The applicability of such restrictions may change in the event an information barrier is removed. While information barriers are designed to restrict the flow of information between certain businesses, there can be no assurances that such barriers would not be breached, inadvertently or otherwise, including with respect to information regarding investment opportunities, deal pipelines and strategy. In addition, as discussed above, in certain situations we can engage in a wall-cross and intentionally share such information with certain walled-off businesses and their personnel, including to collaborate on particular investment opportunities. Any of these scenarios could result in greater restrictions on a Client’s or Related Fund’s investment activities, and implicate certain of the risks and conflicts described in “Conflicts Arising from Other Investment Activities of the Clients and Related Funds – Possession of Material Non-Public Information.” In addition, “walled-off” businesses, their funds, and their personnel are still permitted to engage in the transactions and actions described in the paragraphs above without the approval of any advisory committee, even if there has been an intentional wall-cross or inadvertent or other breach of the relevant information barrier in connection with the relevant matter. For example, in certain circumstances where we deem commercially prudent, we will engage in wall crosses to collaborate with another “walled-off” business in connection with transactions pursuant to which one or more funds managed by such “walled-off” business provide financing in transactions directly negotiated with portfolio investments controlled by a Client. It is also possible that if we deem it commercially prudent, a “walled-off” business could participate alongside a Client in an investment in a portfolio investment. Such financing or transaction would not require the approval of any advisory committee because the other relevant business would still be considered a “walled-off” business notwithstanding the wall crosses for the relevant transactions, even if such transactions give rise to material conflicts of interest. Furthermore, we may sponsor or manage one or more other Clients or Related Funds with the specific purposes of providing financing to portfolio investments of a Client and engage in transactions with portfolio investments without seeking the approval of any advisory committee. Future adjustments to information barriers, including the removal of any existing information barrier or the establishment of new information barriers, may mitigate, exacerbate or eliminate any of the conflicts discussed above and could present new additional conflicts not addressed above. Conflicts Arising from Other Investment Activities of Clients and Related Funds – Certain Bankruptcy Implications. Clients and/or the Related Funds will in many cases own a significant or controlling percentage of the common equity of portfolio investments which, depending upon the amount of equity owned by them, any relevant contractual arrangements between such portfolio investment and the participating Clients and other relevant factual circumstances, could result in an extension to one year of the ninety-day bankruptcy preference period with respect to payments made to a Client and/or subordination of its claims to other creditors and/or recharacterization of debt claims into equity claims. In addition, due to equity ownership,

representation on the boards of directors and/or contractual rights, as applicable, Clients and Related Funds will typically be deemed to control, participate in the management of or influence the conduct of portfolio investments. The effect of these relationships will vary from jurisdiction to jurisdiction. These factors could expose the assets of a Client to claims by a portfolio investment, its security holders, its creditors or governmental agencies. If a Client purchases in the secondary market at a discount debt securities of a company in which a Client or Related Fund has, for example, a substantial equity interest, (i) a court might require a Client to disgorge profit it realizes if the opportunity to purchase such securities at a discount should have been made available to the issuer of such securities or (ii) a Client might be prevented from enforcing such securities at their full face value if the issuer of such securities becomes bankrupt. The effect of these transactions will vary from jurisdiction to jurisdiction. We may serve on committees in proceedings under Chapter 11 of the U.S. Bankruptcy Code or prior to such filings, and this involvement, for which we may be compensated, may limit or preclude the flexibility that Clients would otherwise have to make investments. Conflicts Relating to the Use of Leverage We expect to utilize various forms of leverage in connection with certain Clients’ investments and operations. The use of borrowed funds creates the opportunity for greater total returns and allows us to better manage certain Client’s cash flows, but at the same time involves risks and potential conflicts of interest. We describe certain of the significant risks and conflicts below. Fund-Level Borrowing Governing Document Parameters for Fund-Level Borrowing We expect to cause certain Clients to (including on a several, joint, joint and several basis, or other cross-collateralized basis) incur indebtedness for borrowed money for any purpose related to certain Clients, including to:

acquiring, refinancing and otherwise dealing with Clients’ assets, including making or facilitating new or follow-on investments;

paying Client expenses (including Management Fees);

make payments under guarantee, surety or hedging transactions;

funding instruments used to hedge exposure to market and credit risk;

satisfying any withholding or other tax obligations or governmental charge on behalf of or with respect to any investor;

covering any shortfall in capital contributions resulting from failure to meet Clients’ capital call timeline, excuse or exclusion; and

facilitating distributions of proceeds.

Subject to its Governing Documents, a Client is generally permitted to borrow at any time during its life. In addition, there are generally no limitations (whether as to time or amount) on fund-level borrowings, which heightens the risks and conflicts described herein with respect to borrowings. Certain Risks and Costs of Fund-Level Borrowing Fund-level borrowing subjects investors to risks and costs. For example, because amounts borrowed under a credit facility will likely be secured by pledges of certain Client’s general partner’s right to call capital from investors and, in certain circumstances, can also be secured in whole or in part by other assets of certain Clients, a lender could foreclose on the pledged collateral, including certain Client’s right to call capital from investors and, only if applicable pursuant to a pledge of other assets of certain Client, certain Client’s investments, if a certain Client fails to repay the amounts borrowed under a credit facility or experiences another event of default. Moreover, any investor claim against a certain Client would likely be subordinate to a certain Client’s obligations to the credit facility’s creditors. In addition, such fund-level borrowing will result in additional fund expenses that will be borne by the investors. As described below, these expenses include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of the credit facility, an upfront fee for establishing a credit facility and other one-time and recurring fees and/or expenses as well as legal fees relating to the establishment, structuring and negotiation of the terms of the credit facility, as well as expenses relating to the maintenance, renegotiating or terminating a credit facility, and expenses relating to a Client’s and any Borrowing Subsidiaries’ (as defined below) borrowing, such as interest, commitment fees, upfront fees, repayment of credit facility obligations, legal fees, hedging, expenses relating to maintaining, renegotiating or terminating a credit facility and other one-time and recurring fees and/or expenses (including by any special purpose vehicles). Because the credit facility’s interest rate is based in part on the creditworthiness of all the underlying investors and the terms of the Governing Documents, it may be higher than the interest rate an investor could obtain individually. To the extent a particular investor’s cost of capital is lower than certain Client’s cost of borrowing, fund-level borrowing can negatively impact an investor’s overall individual financial returns even if it increases a certain Client’s reported net returns in certain methods of calculation, as described below. In addition, certain investors, potentially including those affiliated with TPG, will not be included in the borrowing base under any subscription facility but such investors will be obligated to contribute capital to repay subscription facility borrowings and will benefit from the credit facility in the same manner as investors that are included in the borrowing base. A credit agreement or borrowing facility frequently will contain other terms that restrict the activities of a certain Client and the investors or impose additional obligations on them. For example, certain lenders or facilities may impose restrictions on a certain Client’s general partner’s ability to consent to the transfer of an investor’s interest in a certain Client or impose concentration or other limits on a certain Client’s investments, and/or financial or other covenants, that could affect the implementation of a certain Client’s investment strategy. In addition, in order to secure the credit facility, we are permitted to request certain financial information and other documentation from investors to share with lenders. We will have significant discretion in negotiating the terms of any credit facility and reserve the right to agree to terms that are not the most favorable to one or all investors.

Such fund-level borrowing involves a number of additional risks. For example, drawing down on a credit facility allows us to fund investments and pay fund expenses without calling capital, potentially for extended periods of time. Calling a large amount of capital at once to repay the then-current amount outstanding under the credit facility could cause liquidity concerns for investors that would not arise had we called smaller amounts of capital incrementally over time as needed by a certain Client. This risk would be heightened for an investor with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the investor to meet the accumulated, larger capital calls at the same time. We are authorized to use fund-level borrowing to pay Management Fees and to reimburse a certain Client’s general partner for expenses incurred on behalf of a certain Client. We are also permitted to utilize fund-level borrowing when we expect to repay the amount outstanding through means other than investor capital, including as a bridge for equity or debt capital at a portfolio investment, including for distributions to investors. If we are ultimately unable to repay the borrowings through those other means, investors would end up with increased exposure to the underlying investment, which could result in greater losses in a declining market. In addition, co-investors generally will benefit from a certain Client’s use of a credit facility without bearing any of the related costs. See “Allocation of Co-Investment Opportunities.” Our Incentives to Engage in Fund-Level Borrowing We have incentives to engage in such fund-level borrowing notwithstanding the expense and risks that accompany it. For example, we intend to present certain performance metrics, such as investor net internal rate of return, investor net multiple of money and/or investor time-weighted return, in certain Clients’ periodic reports and/or marketing materials. In particular, internal rate of return measures investors’ actual cash outlays to, and distributions from, certain Clients and thus depends on the amount and timing of investor capital contributions to a certain Client and distributions to investors. To the extent a certain Client uses borrowed funds in advance or in lieu of calling capital, investors make correspondingly later or smaller capital contributions. Also, borrowing to make distributions of proceeds from an investment enables investors to receive distributions earlier. Internal time-weighted return can also be enhanced by a delay in actual contributions. For example, if a Client uses borrowed funds in advance of or in lieu of calling capital, investors’ beginning capital account balances, which is the denominator for internal time-weighted return calculations, would be reduced, if not “zeroed out.” As a result, the use of borrowed funds generally results in the presentation of higher performance metrics than simply calling capital, even after accounting for the attendant interest expense. Fund-level borrowing can also affect the preferred return the investors receive and or how much hurdle threshold would need to be achieved for an investor’s capital account or a withdrawal account and the amount and timing of the carried interest a certain Client’s general partner receives as achievement of the preferred return and carried interest generally depend (among other things) on the amount and timing of capital contributions and distributions of proceeds. In particular, the preferred return and returns on which the hurdle threshold is based begins to accrue after capital contributions are due (regardless of when a certain Client borrows, makes the relevant investment or pays expenses) and ceases to accrue upon return of these capital contributions. Using borrowing to shorten the period between calling and returning capital limits the amount of time such returns will accrue and thus reduces the amount of returns required to satisfy the hurdle threshold. Since

such returns do not pay preferred return or accrue on funds borrowed in advance or in lieu of calling capital, such fund-level borrowing will therefore lower the total amount of preferred return to which the investors would otherwise be required to satisfy the hurdle threshold had we called capital, and thus could allow a certain Client’s general partner to meet the hurdle threshold and receive carried interest sooner than it would without borrowing. Impact on Management Fee Calculation An investor’s participation percentage of the fair market value of all portfolio investments, or an investor’s participation percentage of a Client’s share of the aggregate cost basis of all portfolio investments, as applicable, includes amounts we borrow to fund all or part of an investment in lieu of calling capital. Therefore, an investor would generally pay Management Fees on borrowed amounts used to fund investments that have not yet been fully realized even though such amounts would not accrue preferred return or count toward the computation of the hurdle threshold as described above. Fund Credit Facility We intend to cause certain Clients to enter into one or more credit facilities (commonly referred to as “subscription lines” or a “subscription facility”) as credit parties. For tax, legal, regulatory, currency, administrative or similar reasons, we are permitted to use special financing subsidiaries of a Client to engage directly in borrowing in lieu of, and with full credit support from, the Client. In the following discussion, we refer to these facilities collectively as the “credit facility.” We will generally determine the credit facility’s administrative agent, lenders and terms (and any amendment, extension, refinancing, replacement or termination of the credit facility) without seeking the consent or approval of investors or the approval of any advisory committee. The credit facility will allow revolving borrowings up to a specified principal amount that will be determined based in part on a Client’s capital commitments and the lenders’ assessment of the creditworthiness of each investor. The lenders are likely to provide a Client varying levels of credit, or no credit at all, for different investors, but all investors would still participate in the benefits and risks associated with the credit facility’s use as described below. Generally, we expect the credit facility to provide for a specified maturity date, but the lender will have the ability to demand early repayment in the event of a default. A Client will pay interest on amounts borrowed under the credit facility and will also pay a fee on the undrawn portion of the credit facility. We further expect a Client to pay a one-time fee for establishing the credit facility as well as certain other onetime and recurring fees and/or expenses. To the extent provided in the Governing Documents, any such borrowing may remain outstanding for such time as we deem appropriate, potentially including through the disposition of such investment. Amounts borrowed under the credit facility will likely be secured by pledges of a Client’s general partner’s right to call capital from, and the right of the Client to receive amounts funded by, investors. A Client’s Governing Documents may permit us to make such pledges. The credit facility could also be secured by other collateral, including a Client’s investments, and any investor claim against the Client would likely be subordinate to the Client’s obligations to the credit facility’s creditors. Our periodic reports to investors will generally disclose how much is outstanding under the credit facility as of the end of the period.

When we fund an investment by borrowing in lieu of issuing a capital call, a Client’s Governing Documents may require that we provide investors with notice of the investment, including the same information that would have been included in a capital call notice. Utilizing the credit facility to borrow funds in advance or in lieu of calling capital affords us flexibility to manage cash flows to and from investors and ease the investors’ burden of responding to multiple capital calls. It also allows a Client to act more quickly on investment opportunities, since the period of time to draw capital under a credit facility is typically shorter than the period required for calling capital from investors. However, as discussed above, utilizing borrowed funds involves risks and conflicts of interest. Other Forms of Financing In addition to fund-level borrowing, we are generally able to utilize leverage at the level of a portfolio investment or at one or more special purpose vehicles formed to invest in or hold one or more portfolio investments (each such subsidiary, a “Borrowing Subsidiary”), including the incurrence of debt under a net asset value-based facility or asset-based loan secured by a pledge by a certain Client or any Borrowing Subsidiaries thereof of all or some of the assets of a certain Client or such Borrowing Subsidiaries (each such facility an “Asset-Based Facility”), margin loans and other forms of back leverage or other forms of indebtedness, including synthetic facilities. These other forms of financing are generally not restricted by a Client’s Governing Documents and, as with fund-level borrowings, there are generally no limitations (whether as to time or amount) on these other forms of financings. Asset-Based Facilities A certain Client’s general partner may cause a certain Client and/or one or more Borrowing Subsidiaries to enter into Asset-Based Facilities. In connection with such transactions, a certain Client’s general partner may pledge all or certain of a certain Client’s or a Borrowing Subsidiary’s investments, including, for the avoidance of doubt, portfolio investments, including on a crosscollateralized basis, without taking into account, and regardless of, the potential for non-pro rata investments by investors as a result of any particular investor’s opt-out rights. An investor may also be required to fund amounts to repay borrowings under an Asset-Based Facility incurred in connection with an investment or managing a certain Client’s investment portfolio even if such investor did not participate in the relevant investment(s) (including in respect of such investor’s opt-out rights) in connection with which such borrowings were incurred. Asset-Based Facility lenders may foreclose on a certain Client’s assets if a certain Client fails to repay the amounts borrowed under an Asset-Based Facility or experiences another event of default, which could have a material adverse effect on the value of an investor’s investment in a Client. Portfolio Investment Leverage Certain Clients are expected to invest in portfolio investments whose capital structures have significant leverage. This will increase such portfolio investments’ exposure to adverse economic factors such as rising interest rates, downturns in the economy or deteriorations in the condition of the portfolio investments or their industries. The incurrence of significant indebtedness could also subject portfolio investments to restrictive covenants, terms and conditions, the violation of which

would be viewed by creditors as an event of default and which could require the prepayment of debt using excess cash flow. Any such restrictive covenants, terms and conditions could also limit such portfolio investments’ ability to respond to changing industry conditions, make necessary capital expenditures, obtain additional financing, take advantage of growth opportunities or engage in strategic acquisitions. Special Purpose Vehicle Leverage A Borrowing Subsidiary or any other special purpose vehicle we form to hold one or more investments may also engage in borrowing or incur similar debt obligations (including in the form of note issuances and repurchase facilities). For example, special purpose vehicles could enter into Asset-Based Facility or asset-backed loan arrangements, including a “margin loan,” whereby they borrow money from a bank and pledge the equity interests in one or more Borrowing Subsidiaries (or other assets) as collateral for the loan, including on a cross-collateralized basis. The Borrowing Subsidiaries could then use the loan proceeds for a variety of purposes, including to make investments (including follow-ons in the portfolio investments subject to the loan arrangement or new and unrelated investments), to pay expenses or to distribute the proceeds to a certain Client for further distribution to the investors. This will present conflicts of interest, as a certain Client’s general partner and we could be incentivized to use such loan proceeds to create higher rates of return, which could enhance marketing efforts (see “Our Incentives to Engage in Fund-Level Borrowing” above). Under these arrangements, Borrowing Subsidiaries would typically be subject to requirements to repay all or part of the financings or post cash collateral if the value of the underlying assets decreases significantly or such assets cease to satisfy eligibility or concentration criteria under the financings. In order to meet such obligations to prepay loans or post cash, the Borrowing Subsidiaries may need additional assets to avoid foreclosure, in which case a Client could decide to contribute additional capital to the Borrowing Subsidiaries to avoid adverse consequences to the investment(s), including foreclosure on the collateral at a lower valuation. This type of leverage may be incurred by a single special purpose vehicle or by multiple vehicles, and may be collateralized by a single investment or multiple Client investments (see “Cross-Default”). Similarly, Borrowing Subsidiaries that hold one or more investments (including all of a Client’s investments) may issue preferred equity or other equity- or debt-like instruments to third parties that have many characteristics of leverage, and use the proceeds thereof for similar purposes. Borrowing pursuant to any such Borrowing Subsidiaries financing arrangement, except to the extent such borrowings are directly recourse to a Client in the ordinary course, would not constitute indebtedness of a Client for purposes of applying such Client’s Governing Documents’ limitations on borrowings. In connection with such transactions, we have authority to pledge all or certain of the Client’s portfolio investments, including on a cross-collateralized basis, without taking into account the potential for non-pro rata investments by investors as a result of any particular investor’s opt-out rights. Due to the highly collateralized nature of these arrangements, the negative performance of one asset may materially and adversely impact the performance of other investments or a Client as a whole. Investors with no or different interests in certain investments (e.g., due to exercise of excuse rights or exclusion from investments) would nevertheless be exposed to risks associated with a Client’s investment in such investments. For example, an investor may be required to fund amounts to repay borrowings incurred in connection with an investment or managing a Client’s investment portfolio even if such investor did not participate in the relevant investment(s) in connection with which such borrowings were incurred.

Lenders may also foreclose on the relevant assets in the event of default, which could have a material adverse effect on the value of an investor’s investment in a Client. Certain Risks and Costs of Leverage Below a Client For certain Clients, even though it presents many of the same risks as fund-level borrowing, indebtedness of entities other than a Client will not be treated as Fund-level borrowing for purposes of such Clients’ Governing Documents, even if the special purpose vehicles or other entities incurring such leverage may engage in borrowings that are cross-collateralized with or among multiple investments such that multiple investments and all or a substantial portion of a Client’s value are at risk. As a result, these borrowings will not be subject to any tenor or other limitations on fund-level borrowing and a Client may use the proceeds of such loans to make a distribution, even in the absence of a disposition of the assets. Since we have flexibility to engage in these structures, we are incentivized to incur significant leverage at the level of holding vehicles beneath a Client. The negative performance of one asset may materially and adversely impact the performance of other investments or a Client as a whole. Investors with no or different interests in certain investments (e.g., due to exercise of excuse rights) would nevertheless be exposed to risks associated with a Client’s investment in such investments. Certain Debt Financing from Related Parties Debt financing to certain Clients and their portfolio investments is expected to be provided, from time to time, by certain investors in a Client, investors in other Clients or Related Funds, their respective affiliates and/or other parties with material relationships with TPG including, in each case, such persons who have an economic interest in us and/or TPG. We could have incentives to cause a Client and its investment vehicles to accept less favorable financing terms from such persons than it would obtain from a third party as the financing may be negotiated in the context of a larger strategic relationship with TPG. Unless otherwise required pursuant to the applicable Governing Documents, a Client will not be required to obtain any consent or seek any consent from investors or approvals from an advisory committee in the case of any of these conflicts. TPG considers various facts and circumstances it deems relevant in selecting financing sources for a Client and its portfolio investments, including whether a potential lender has expressed an interest in evaluating debt financing opportunities, the level of financial and other operating covenants, whether a potential lender has a history of participating in debt financing opportunities generally and with TPG, the size of the potential lender’s loan amount, the timing of the relevant cash payment requirements, advance rates on underlying portfolio investments, the availability of other sources of financing, the creditworthiness of the lender, whether the potential lender has demonstrated a long term or continuing commitment to the success of TPG and its funds, and such other factors that TPG deems relevant under the circumstances. The cost of debt alone is not determinative. Any financing provided by an investor is not a capital contribution to a Client and does not reduce the unused capital commitment of such investor. To the extent any investor provides debt financing to a Client or its portfolio investments, it will not be considered a “co-investment” and any applicable covenants regarding co-investments in the applicable Governing Documents, if any, do not apply. We may grant preferential treatment (including, but not limited to, enhanced access

to information regarding a Client and/or its investments) to investors that have extended financing to a Client. See “Customized Terms Provided to Certain Investors” below. Fund Guarantees In addition to fund-level borrowing, certain Clients expect to act as guarantor, indemnitor or surety when we consider it necessary, appropriate or incidental to the accomplishment of the purposes of a certain Client. For certain Clients, there is generally no limit on the principal amount of fund guarantees of third-party indebtedness for borrowed money that can be outstanding at any given time under such Clients’ Governing Documents. A fund guarantee is sometimes beneficial for increasing the availability, type or amount of financing for the borrower or allowing the borrower to negotiate more favorable terms from the lenders. Some examples of how we expect to use fund guarantees, or other forms of fund surety, with respect to the indebtedness of other entities include:

Portfolio investment indebtedness: A Client could provide a guarantee of a portfolio investment’s indebtedness.

Qualified borrower structures: A portfolio investment (or special purpose vehicle of a certain Client) could join a Client’s credit facility, and borrow amounts directly under it, as a “qualified borrower,” with a Client providing a guarantee of the borrowing. The portfolio investment or special purpose vehicle is an obligor under the loan, receives the loan proceeds and has responsibility for its repayment. However, in the event of default, the lender would have recourse to a Client under the guarantee without a requirement to first attempt to collect from the portfolio investment or special purpose vehicle.

Asset-based loans: Special purpose vehicles we form to hold one or more investments could incur indebtedness, which may include pledging its investments as collateral for the loan. A Client could provide a guarantee of all or part of this indebtedness and/or provide certain indemnities in respect of certain “bad boy acts” or environmental liabilities.

Often these arrangements are put in place concurrently with the closing of the applicable Client investment and can help finance a Client’s payment of the purchase price of its investments. Other times, these arrangements can be put in place after the investment(s) have been made, often after they have appreciated in value. While these arrangements present many of the same risks and conflicts associated with fund-level borrowings, for certain Clients these guarantees and the underlying indebtedness do not constitute fund-level borrowing for purposes of such Clients’ Governing Documents and are not subject to the restrictions on fund-level borrowing. If we utilize a fund guarantee where we expect to repay the amount outstanding through means other than investor capital, including as a bridge for equity or debt capital at a portfolio investment or investment holding vehicle, and we are ultimately unable to repay the borrowings through those other means, investors would end up with increased exposure to the underlying investment, which could result in greater losses in a declining market. We expect to be able to manage Clients such that there is sufficient liquidity to meet these obligations if they arise. There is a risk, however, that a Client will not have sufficient assets to

satisfy its obligations if the Client guarantees indebtedness in excess of its unused capital commitments. For the avoidance of doubt, guarantees provided by entities other than Clients (including guarantees provided by special purpose vehicles or Borrowing Subsidiaries) are not guarantees by a Client and are not subject to the restrictions described above. Other Fund Contractual Obligations In connection with its investing activities, a certain Client (and/or its Borrower Subsidiaries) expects to enter into contractual arrangements, including deferred or contingent purchase price payments, staged funding obligations, earn outs, milestone payments or other phased payments or similar arrangements, intercompany loans, hedging arrangements, equity commitment letters and various other forms of credit support, and other contractual undertakings such as indemnification obligations, completion, lease-up, carry, interest rate or similar guarantees, guarantees or indemnification obligations with respect to “non-recourse carve outs,” “bad boy acts” or other industry accepted carve outs with respect to indebtedness (including misapplication of funds, bankruptcy and environmental indemnities), in each case that obligate a certain Client to fund amounts to portfolio investments, other subsidiaries, Borrowing Subsidiaries or other third parties, or any similar arrangements. For certain Clients, these arrangements, as well as various other borrowings and other contingent obligations, generally do not constitute indebtedness under such Clients’ Governing Documents and are generally not subject to the related caps and other restrictions, even though these arrangements pose many of the same risks and conflicts associated with the use of leverage that the caps and other restrictions intend to address. Interpreting the Borrowing and Guarantee Provisions Leverage arrangements are complex, often involving detailed, multi-party agreements. Moreover, leverage structures available to a Client, its portfolio investments and related entities will evolve over time, driven by market developments, economic conditions, the Client’s portfolio of investments, the Client’s life cycle and other factors. During the life of a Client, we will need to make a determination whether under the Governing Documents each particular leverage structure constitutes fund-level borrowing, a fund guarantee of borrowed money, some combination of both, or neither. We will make this determination in our discretion. For example, “hybrid” financing arrangements may involve subscription-based and Asset-Based Facilities, with or without fund credit support. We will determine the treatment of each arrangement under the Governing Documents in good faith based on its specific terms and structure, in consultation with external legal counsel where appropriate. While we seek to apply a generally consistent framework and approach, the facts and circumstances applicable to each situation are unique and will be determinative. In addition, a Client’s leverage arrangements, including any fund-level borrowing and guarantees, Asset-Based Facilities and other asset-based financings, could have other implications under such Client’s Governing Documents, and we will have the discretion to determine the treatment of such leverage at or below the fund for various purposes, including the allocations of the costs and benefits of such leverage among the investors, and the calculation of Management Fees and Performance Compensation. This is expected to give rise to conflicts of interest. For example, if a

Client (or a special purpose vehicle or other subsidiary of the Client) enters into an Asset-Based Facility or similar financing that is cross-collateralized across multiple investments of the Client, we will exercise discretion in determining the allocation and treatment of the costs and benefits of such leverage among the relevant investments (and the investors therein). As described above, and below, because not all investors will necessarily have the same pro rata indirect interest in each investment, our determination on how to allocate the costs and benefits of any cross-collateralized leverage could significantly impact the returns realized by an investor. In addition, we will be entitled to make determinations that impact the calculation of Management Fees and Performance Compensation. For example, the treatment of leverage proceeds as current income could result in earlier or greater amounts of Performance Compensation payable to a Client’s general partner than if we treated the proceeds as disposition proceeds and would likely result in greater Management Fees (e.g., because distributions of current income do not reduce an investor’s actively invested capital for purposes of calculating Management Fee). Similarly, allocating leverage proceeds or costs to a particular investment (or investments) can also result in earlier or greater amounts of Performance Compensation and/or greater Management Fees than if a different allocation were determined. In addition, in the event of a default under any such loan or facility, where the lender forecloses on the pledged assets or exercises other rights with respect thereto, we expect to need to determine how to allocate the resulting losses or other impairments among the relevant investments, which will impact calculations of actively invested capital and the waterfall. We will make these allocations and determinations in our discretion, and do not need to make such allocations on a pro rata basis among the cross-collateralized assets. Cross-Default A certain Client can borrow (or cause the Borrowing Subsidiaries to borrow) on a recourse and non-recourse and/or joint, several, joint and several, or cross-collateralized basis, make pledges or guarantees or provide other credit support that a certain Client’s general partner determines is fair and reasonable to a certain Client with related vehicles, including any parallel investment entities, alternative investment vehicles special purpose vehicles and vehicles formed to facilitate coinvestment, including by TPG employees and affiliated personnel. To the extent permitted under the relevant Governing Documents, a certain Client and these Borrowing Subsidiaries can engage in fund- or asset-level financing whereby (i) a certain Client and/or such vehicles are jointly responsible on a cross-collateralized basis for the repayment of the financing and/or (ii) the commitments of investors in a certain Client and/or such vehicles are pledged to secure the financing obtained for the benefit of such other vehicles. When we call capital to satisfy the indebtedness, it is possible an investor will contribute in excess of its pro rata share of the indebtedness if other investors or the investors in the related vehicles fail to honor their commitments. While we intend for a certain Client, where appropriate, to enter into back-to-back agreements with related vehicles in respect of certain types of credit support (including in respect of any borrowing of a Client that is made for the benefit of one or more co-investors (including affiliated co-investors)), or otherwise seek to cause such related vehicles to act in a manner as if such a back-to-back agreement were in place, a certain Client would still be subject to the risk of default by such other vehicles. For purposes of applying the Client-level borrowing limits described above, only a Client’s proportionate share of any borrowing will be taken into account, even if the Client has greater potential exposure as a result of the crossed borrowing structure. We intend to enforce these arrangements for the benefit of certain Clients, but we may not always be able to do so (including if a related vehicle defaults on its obligations to a certain Client). In

addition, to the extent multiple assets or investments are pledged to support a single borrowing, whether or not that borrowing constitutes fund-level borrowing, multiple assets of certain Clients will be at risk. As a result, negative performance of a single asset may materially and adversely impact the performance of other certain Client investments or a certain Client as a whole. Investors may have interests in certain investments that are disproportionate to their interests in other investments (for example, without limitation, due to excuse, exclusion or opt-outs). As a result, an investor may be indirectly exposed to leverage risks associated with investments in which they do not participate, or in which they participate to a lesser extent, and the distributions they receive may be reduced, and their investment in a certain Client may be materially and adversely impacted, by the negative performance of one or more investments in which they do not otherwise have an interest. Certain Clients expects to utilize its credit facility and enter into other similar arrangements and extensions of credit for the benefit of co-investors (including affiliated co-investors) that invest alongside a certain Client in one or more investments, including to hedge such co-investor’s currency risk (even if the Client does not hedge such risk on its own behalf). For example, a certain Client could draw from a credit facility to fund such co-investor’s pro rata share of an investment or expense related to an investment. We have an incentive to cause such Co-Investment Vehicles to engage in these or similar cross-collateralized arrangements, because the commercial terms available to such vehicles would typically be better than those available on a standalone basis. As described above, such arrangements put the Client and its assets at risk (including in the event that the co-investors fail to honor their commitments) for the benefit of one or more co-investors. Similarly, to the extent a certain Client and other Related Funds invest in the same or related assets, and to the extent permitted under the applicable Governing Documents, we reserve the right to structure the investment financing so that a Client is jointly and severally liable for the financing with the other Related Funds. We expect this to arise, for example, if a certain Client and another Related Fund were to participate in the same portfolio investment and provide a joint and several guarantee for its indebtedness. Joint and several liability could result in a certain Client repaying all, or more than its proportionate share, of the indebtedness, exacerbating some of the risks and conflicts described above. In addition, a certain Client is permitted to utilize indebtedness to pay for deposits or other investment expenses and costs in advance of the final determination of the investment allocations among a certain Client, other Related Funds and co-investors (including affiliated co-investors). In such a circumstance, a certain Client would be subject to risk of default by the other party. Similarly, certain Clients are permitted to utilize indebtedness for purposes of warehousing co-investment opportunities. As described in “Allocation of Co-Investment Opportunities,” and below under “Co-Investment Warehousing” this presents additional risks and conflicts of interest. Activities in Restructurings. We may serve on creditors’ committees, advise companies subject to bankruptcy or insolvency proceedings and otherwise engage in financial restructuring activities. Such activities can limit our flexibility in making certain investment decisions to purchase or sell on behalf of certain Clients. Conflicts Related to Investing in Different Levels of the Capital Structure. Clients and Related Funds invest in a broad range of asset classes throughout the corporate capital structure, including

loans and debt securities, preferred equity securities and common equity securities. Certain Clients and Related Funds also engage in short selling. Accordingly, it is possible that a Client will hold an interest in one part of a portfolio investment’s capital structure while another Client and/or Related Fund holds an interest in another (including in circumstances where a Client originates or acquires a whole loan and syndicates a portion of a different tranche of such loan to another Client and/or Related Fund, or alternatively, another Client and/or Related Fund originates a whole loan and syndicates a portion of such loan to the Client, or a Client and/or Related Fund purchases into a securitization in which another Client and/or Related Fund has contributed collateral); similarly, a Client may hold a “long” position in an investment in which another Client and/or Related Fund is “short,” or vice versa. In particular, we expect that a Client will invest in one or more portfolio investments of other Clients and/or Related Funds, which may be in the same or different type or class of securities as the other Clients and/or Related Funds, including at the asset level. For example, a Client could invest in the publicly-traded securities of a portfolio investment of another Client and/or Related Fund, including by purchasing these securities in an initial public offering. Alternatively, a Client could invest in a subsequent financing round of an existing portfolio investment of another Client and/or Related Fund. When different Clients and/or Related Funds make investments in the same investment but in different parts of its capital structure or in different types of investments, we will have conflicting responsibilities with respect to each participating Client and/or Related Fund. Specifically, these transactions raise a number of conflicts of interest, including where the investment of one Client and/or Related Fund supports the value of or is used to repay or redeem, in whole or in part, one or more investments owned by another Client and/or Related Fund or TPG holds an interest, including as part of a syndicate that provides financing to such investment. Such transactions give rise to similar conflicts of interest as those described below in the context of a cross trade or cross transaction which will be resolved in an analogous manner (although the conflicts of interest present in the context of any such transaction that is effected by one Client and/or Related Fund on terms and conditions that were generally predetermined in advance of the applicable subsequent investment by the applicable other Client and/or Related Fund will be deemed to have been sufficiently mitigated). For the avoidance of doubt, where such a transaction includes parties other than Clients and/or Related Funds and funds flow between a third party and a Client and/or Related Fund, or in any event, no funds actually flow directly or indirectly between two Clients and/or Related Funds, then in neither case will an actual cross trade or cross transaction between Clients and/or Related Funds be deemed to have occurred. These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represents what would ultimately be the underlying investment’s fair value. For the avoidance of doubt, in any circumstance in which Clients and/or Related Funds (or portfolio investment thereof) hold interests in different parts of the capital structure of a portfolio investment, such Clients and/or Related Funds (and their portfolio investments) are under no obligation to take any action or refrain from taking any action to prevent or mitigate any losses of the other, and decisions taken by a Client and/or Related Fund to further its interests may be adverse to the interests of a Client. Given TPG’s expansion into new business lines, including, but not limited to, as described below in Conflicts Related to Strategic Transactions, with respect to us, it is increasingly likely (and expected) that a Client will invest in a different level of the capital structure of one or more portfolio investments than other Clients and/or Related Funds are invested in, and accordingly conflicts described herein are expected to arise with greater frequency. In

navigating any conflicts of interest, TPG will act in accordance with its conflicts policy (which may include review and resolution by a conflicts committee comprising TPG affiliates). For example, a Client could acquire debt of a portfolio investment whose equity securities are already held by another Client and/or Related Fund. Equity holders and debt holders have different (and often competing) motives, incentives, liquidity goals and other interests with respect to a portfolio investment. As a creditor, a Client could take actions, consistent with its obligations to maximize the return to its investors, that would be adverse to the interests of the other Client and/or Related Fund as a holder of more junior securities. A Client, for instance, could cause the acceleration of such other Client’s and/or Related Fund’s portfolio investment’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 and/or Related Fund (for example, initiating a foreclosure action which could create a negative public perception of such Client and/or Related Fund portfolio investment and otherwise diminish the value thereof). Likewise, as an equity holder of the company, the other Client and/or Related Fund could take actions consistent with its obligations to maximize the return to its investors, that would be adverse to the interests of a Client and/or Related Fund as a creditor of the company, including, without limitation, (1) causing a portfolio investment to resist foreclosure actions by entering into bankruptcy, which would have the effect of staying a foreclosure action and delaying a foreclosure process and could potentially result in a reduction or discharge of such portfolio investment’s debt, (2) asserting numerous claims, counterclaims and defenses, including, without limitation, lender liability claims and defenses in an effort to prolong a foreclosure action or to force a Client’s portfolio investment to be restructured, modified or discounted or (3) making other decisions that result in the company being unable to meet debt service or which could cause the Client’s portfolio investment to lose value or otherwise be restructured or modified. In a situation where one Client and/or Related Fund owns securities that are higher in the capital structure than those held by another Client and/or Related Fund, the interests of the Clients and/or Related Funds might not be aligned, which could give rise to actual or potential conflicts of interest or the appearance of such conflicts of interest. Questions could arise about what action should be taken when a portfolio investment is in financial distress, including whether payment obligations and covenants at the portfolio investment level should be enforced, modified or waived, in particular where requests for amendments or waivers to loan documentation would improve the position of preferred equity or equity holders, and whether debt should be refinanced or restructured, including whether to initiate restructuring or liquidation inside or outside of bankruptcy. In situations in which there are more senior instruments issued by a Client and/or Related Fund (for instance, where a Client is invested in the senior equity of a portfolio investment and another Client and/or Related Fund is invested in the debt of a portfolio investment) such other Client and/or Related Funds may take actions for their benefit that further subordinate or adversely impact the value of a portfolio investment of a Client (particularly in situations where such portfolio investment is distressed or otherwise faces financial difficulties, in which case conflicts of interest may be heightened in the event of a default or restructuring). Additionally, the other Client and/or Related Fund may have rights relating to finance- and collateral-related covenants that, if exercised, could adversely impact the Client’s investment in the portfolio investment. It is possible that in a bankruptcy or foreclosure proceeding, a Client’s interest will be subordinated to the interest of another Client and/or Related Fund with a more senior interest or otherwise adversely affected by virtue of another Client’s and/or Related Fund’s involvement in such

transaction (for example, if such Client and/or Related Fund aggressively pursues the issuer’s assets to fully satisfy such issuer’s indebtedness to such other Client and/or Related Fund, in which case, as a fiduciary, TPG could have an obligation to pursue such remedy on behalf of such other Client and/or Related Fund), particularly when such other Client and/or Related Fund represents the controlling class or is appointed as a special servicer or collateral manager and, as such, is required to make decisions for all investors, including a Client. On the other hand, in the event a Client’s portfolio investment is senior to the securities or other instruments held by another Client and/or Related Fund in the capital structure of the investment (such as, for example, if a Client were to invest in senior equity or senior debt of an issuer in which another Client or Related Fund holds common equity or junior debt), in a distress or workout scenario, including a bankruptcy, insolvency or similar proceeding, the Client could recover on its investment while the other Client and/or Related Fund holding common equity or junior debt might not. If there is a possibility that the other Client and/or Related Fund holding more junior debt or equity positions could lose its respective investment as a result of such difficulties, the ability or willingness of TPG to recommend actions in the best interests of the Client might be influenced by TPG’s or a Related Fund’s duties to such other Client and/or Related Fund. Further, if additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, a Client and/or Related Fund may or may not provide such additional capital and, if provided, each investment vehicle generally will supply such additional capital in such amounts, if any, as determined by TPG and/or our Related Advisers in their sole discretion. Because of the different legal rights associated with debt and equity of the same portfolio investment, TPG and its affiliates expect to face a conflict of interest in respect of the advice given to, and the actions taken on behalf of, Clients and/or Related Funds in connection with certain investments and/or transactions (e.g., the terms of debt instruments, the enforcement of covenants, the terms and recapitalizations and the resolution of workouts or bankruptcies). As a consequence of the type of investment held by each Client and/or Related Fund in the relevant portfolio investment (or the fact that one Client and/or Related Fund’s interests sit higher in a company’s waterfall), each such Client and/or Related Fund will likely have a different assessment of a given situation and the approach that best serves its interests, including in respect of significant matters such as the best exit strategy for an investment, the quality of the management team, the achievability of a financial budget or the economic and other terms of an investment (such as the interest rate to be paid, the security granted, the nature of the covenants and terms of amendments or restructurings). Clients and/or Related Funds that have invested in the same portfolio investment (including, but not limited to, with respect to equity interests and debt interests) may have different rights and remedies and different (and often competing) motives, incentives, liquidity goals and other interests with respect to their respective investments even outside of a distress situation (see “Investing Alongside Other Clients or Related Funds” above). The stage of maturity of each Client and/or Related Fund (i.e., how close to the end of the vehicle’s life it may be) also could impact decision-making regarding potential sales processes, including what valuation to target and whether an exit should be pursued. When Clients and/or Related Funds hold investments in different levels of the capital structure, and conflicts of interest arise between the holders of different types of investments as to what actions the relevant portfolio investment should take, our ability to take actions in the best interests of a Client might be impaired. The existence of such investments by other Clients and/or Related Funds may also create an incentive for us to concentrate in certain portfolio investments more than

it would have in the absence of such investments by other Clients and/or Related Funds. In such circumstances, TPG and/or our Related Advisers are permitted to (but not obligated to), to the fullest extent permitted by applicable law, take steps to reduce the potential for adversity between Clients and/or Related Funds, notwithstanding the fact that the investment(s) of a Client may be subject to creditor claims regarding subordination of interests, including by causing the Client to take certain actions that, in the absence of such conflict, it would not take, such as (a) remaining passive in certain contexts, such as without limitation, a restructuring, foreclosure, refinancing or similar situation (including electing not to vote or voting pro rata with other security holders), (b) investing in the same or similar classes of securities as the other Clients and/or Related Funds in order to align their interests, (c) divesting portfolio investments, (d) establishing ethical screens or temporary information barriers to separate TPG and our Related Adviser’s investment professionals, (e) maintaining a non-controlling interest in such portfolio investments, (f) forbearing rights, including certain non-economic rights, relating to Clients and/or Related Funds, such as where TPG or our Related Advisers may cause a Client and/or Related Fund to decline to exercise certain control- and/or foreclosure-related rights with respect to a portfolio investment (including following the vote of other third-party lenders generally or otherwise recusing itself with respect to decisions), including with respect to defaults, foreclosures, workouts, restructurings and/or exit opportunities, subject to certain limitations or (g) otherwise taking an action designed to reduce adversity between a Client and/or Related Fund. Any such step could have the effect of benefitting a Client or Related Fund (or TPG) and therefore may not have been in the best interests of, and may have been adverse to, a Client (or another Client and/or Related Fund) and there can be no assurance that any of these measures will be feasible or effective in any particular situation. Ultimately, it is possible that the outcome for a Client will be less favorable than might otherwise have been the case if TPG and our Related Advisers did not owe duties to other Clients and/or Related Funds. Such conflicts will be more difficult if a Client and another Client and/or Related Fund hold significant or controlling interests in competing or different tranches of a portfolio investment’s capital structure. It is also anticipated that we and our affiliates (other than Clients and Related Funds) may invest in portfolio investments of a Client, including on a temporary basis while warehousing investments on behalf of a Client, or on a permanent basis (e.g., in connection with an establishment of a specific business or as a balance sheet investment). This is expected to lead to many of the same conflicts of interest as described above, including on a more pronounced basis in light of us or our affiliates being invested in a different level of the capital structure of a portfolio investment as compared to a Client. Indebtedness incurred by a Client or its portfolio investments may be held, directly or indirectly, by other Clients and/or Related Funds or vehicles managed by us or our affiliates, including structured credit or securitization vehicles. Our involvement on both the borrower and creditor sides of such arrangements could give rise to conflicts of interest in connection with loan terms, amendments, restructurings or enforcement decisions and there can be no guarantee that any such conflict will be resolved in favor of each Client. TPG is permitted (but is not obligated) to put in place additional policies and procedures intended to mitigate any actual or potential conflicts of interest arising as a result of the ability for Clients and/or Related Funds to invest in various levels of the capital structure of the same portfolio investments. Any such policies are likely to evolve and as such, are subject to amendment from

time to time. However, there can be no assurance that we will resolve any conflicts of interest that could arise in a manner that is favorable to each Client. In addition to the foregoing, certain Clients reserve the right to provide financing to portfolio investments that themselves may purchase real estate or real estate-related assets from one or more other Clients and/or Related Funds. The approval of an advisory committee will not be required for such Clients to provide such financing. Co-Investment Warehousing. There are expected to be circumstances where co-investments are offered alongside a Client, and there is no guarantee that any investor will be offered any such coinvestment opportunities. As a general matter, we have discretion in allocating co-investment opportunities, and many investors who may have expressed an interest in co-investment opportunities may not be allocated any co-investment opportunities or may receive a smaller amount of co-investment opportunities than the amount requested. We will take into account various facts and circumstances deemed relevant by us in allocating co-investment opportunities, including whether a potential co-investor has expressed an interest in evaluating co-investment opportunities, our assessment of a potential co-investor’s ability to invest an amount of capital that fits the needs of the investment (taking into account the amount of capital needed as well as the maximum number of investors that can realistically participate in the transaction) and our assessment of a potential co-investor’s ability to commit to a co-investment opportunity within the required timeframe of the particular transaction. Additional considerations may also include, among others and without limitation, the size of investor commitments to a Client and Related Funds, whether a potential co-investor has a history of participating in co-investment opportunities with TPG, the size of the potential co-investor’s interest to be held in the underlying investment as a result of the a portfolio investment (which is likely to be based on the size of the potential coinvestor’s capital commitment and/or investment in a Client), whether the potential co-investor has demonstrated a long-term and/or continuing commitment to the potential success of TPG and such other factors that TPG deems relevant under the circumstances. In the event a transaction is not ultimately consummated, co-investors may not bear any related broken deal expenses (such as reverse termination fees, extraordinary expenses such as litigation costs and judgments and other expenses) even if such co-investors would have borne their proportionate share of any transaction expenses had the investment been consummated. In addition, although a Client’s allocable share of any loan origination fees, collateral fees, directors’ fees, consulting fees, advisory fees, Management Fees, monitoring fees, transaction fees or other similar fees from third parties earned by TPG in connection with an actual or potential portfolio investment (but not including Specialized Operational Service expenses or any capital markets fees) (“portfolio fees”) will be applied to reduce any Management Fees subsequently payable by a Client, the Management Fee is not expected to be offset by any portfolio fees attributable to any co-investor’s interest in an Investment. Any Management Fee and related offsets will be agreed by TPG and co-investors on a case-by-case basis, and as a result, portfolio fees allocable to co-investors’ interests in an investment may ultimately be retained by TPG. Subject to the limitations in the Governing Documents, a Client may acquire an investment and, in order to facilitate a co-investment by one or more affiliated or third-party co-investors, subsequently syndicate, or sell some or all of it, including following a seasoning period, to TPG, other Related Funds, Co-Investment Vehicles, joint venture partners, or affiliates or related parties of the foregoing or other third parties, notwithstanding the availability of capital from the investors

and other limited partners thereof or applicable credit facilities. Any such investments (including any portion that a Client intends to offer to co-investors) may be funded by a Client using proceeds from a Client’s subscription facility, in which case, a Client (and not any such co-investors) would bear the interest charge and expenses of such borrowings. If the relevant co-investment is not ultimately consummated, a Client may end up holding a larger portion of the investment than it otherwise expected or desired to hold and as a result, a Client will bear the entire portion of any deal expenses and other costs and expenses related to such portfolio investment and hold a greater concentration and have greater exposure in the portfolio investment than was intended. For the avoidance of doubt, certain Related Funds participating in such portfolio investment will likely not take part in any such syndication in the same manner or to the same extent (if at all), due to legal, regulatory, accounting, administrative or other considerations. We will cause these transfers to be made at cost, notwithstanding that the fair market value of any such investments may have declined below or increased above cost from the date of acquisition to the time of such transfer. The risk of a co-investment not being consummated may increase in the event an investment decreases in value during the warehousing period, and a Client may be required to bear the losses in connection with any such investment. We will not be deemed to be in breach of any duty or to have violated any other obligation to a Client or any of its investors by engaging in such investment and sell-down activities. In connection with any transfer, a Client will determine when to transfer any such investments to such co-investors, which may affect the amount that will be paid to a Client upon the conveyance of such investment to such co-investors. Also, we will, in certain circumstances, charge fees on these transfers to either or both of the parties to such transfers. Conflicts of interest are expected to arise in connection with these affiliate transactions, including with respect to timing, structuring, pricing and other terms. For example, we will have a potential conflict of interest when we receive fees, including carried interest, from another Related Fund acquiring from or transferring to a Client all or a portion of an investment. See “Allocation of CoInvestment Opportunities” for more information. Warehouse Vehicle. During the period between the initial closing and the commencement date of the commitment period (the “effective date”), certain Clients will not make any investments. In order to position a Client with the ability to potentially acquire an existing portfolio of investments on the effective date, the Client’s general partner or one of its affiliates is expected to establish a separate vehicle (a “Warehouse Vehicle”) that will be controlled by us and is expected to make investments that fall within the Client’s investment strategy and would be suitable for the Client. With respect to certain Clients, it is expected that a Warehouse Vehicle will be primarily capitalized by a third-party investor, with we contributing a minority amount of capital (which will be subordinate to the interests held by the third-party investor). This warehousing arrangement is expected to remain in place and a Warehouse Vehicle will make and hold investments for all or a portion of the duration of a Client’s fundraising period, and at our election, the Warehouse Vehicle may subsequently sell its investments (in whole or in part) to the Client in one or more transactions once the Client has sufficient capital commitments and is otherwise positioned to acquire such investments, as determined by us. While we believe the warehousing arrangement will position a Client to acquire an existing portfolio of investments shortly following the effective date and therefore allow the Client to execute its investment strategy more expeditiously, the warehousing arrangement will give rise to a number of conflicts of interest. Importantly, a Warehouse Vehicle will not be contractually required to sell any investments to a Client following the commencement of the Client’s commitment period or otherwise. To the extent

we elect for a Client to acquire any investments from a Warehouse Vehicle, such transactions will not require the approval of an advisory committee or the consent of the investors if completed in accordance with the relevant warehouse agreement. While it is generally anticipated that a sale from a Warehouse Vehicle to a Client will occur at cost, the Client will also be required to make the Warehouse Vehicle whole (i.e., by paying an additional amount above cost) in the event that the agreed minimum return has not been received by a certain third-party investor of the Client in respect of its interest in the Warehouse Vehicle. Our interest in a Warehouse Vehicle will be subordinated to those of the third-party investor and therefore will absorb any losses in value to the Warehouse Vehicle’s investments on a “first loss” basis. As a result, we will be incentivized to cause a Client to purchase investments from a Warehouse Vehicle as described above (even if it is not in the best interests of the Client), in order to ensure that we receive a return of our capital contributions. Our incentives could consequently, in certain circumstances, not be aligned with those of a Client, and we could act in a manner that benefits a Warehouse Vehicle as compared to a Client in particular scenarios. We will also face conflicts of interest in allocating fees and expenses, including for broken deals, among other Clients and/or Related Funds and a Warehouse Vehicle (which allocations could be influenced by our capital interest in the Warehouse Vehicle), and allocation decisions may have different outcomes than had a Client been investing. In addition, with respect to a certain Client, while a certain investor is expected to make a substantial capital commitment to the Client and to participate in the Management Fees and/or Performance Compensation received by the Client’s general partner and us respectively, its interest in a Warehouse Vehicle (particularly in light of its significant investment therein) will not necessarily be aligned with its interest as an investor in the Client (and, therefore, with those of the other investors). Investors that acquire an interest in a Client will be deemed to have approved of this arrangement, and any purchases of investments by the Client from a Warehouse Vehicle as described above and in the Governing Documents. Conflicts Relating to Interests in Non-Affiliated Entities. On May 1, 2020, TPG and Sixth Street Partners announced a mutual agreement to amend their relationship and formally operate as independent, unaffiliated businesses. While Sixth Street Partners and its clients are no longer our affiliates, including for purposes of the Governing Documents (and its funds are not “Related Funds” for purposes of this brochure), TPG has retained a passive minority economic interest in Sixth Street Partners. As the remaining interest is solely passive, we believe the opportunity for a conflict of interest to arise between TPG and Sixth Street Partners is in many cases eliminated. Nonetheless, the close business relationship TPG has built with Sixth Street Partners across an eleven-year partnership, including certain legacy investments that TPG’s funds and Sixth Street Partners’ funds previously invested in alongside one another, could continue to present at least an appearance of conflicts of interest between Sixth Street Partners and TPG, including of the type we highlight in this section and specifically as described in the preceding paragraph. Additional examples of potential conflicts include the possibility that a Sixth Street Partners fund will from time to time invest in a competitor of a Client’s portfolio investment or in a different part of the capital structure of a Client’s portfolio investment, giving rise to some extent to the same conflicts described above under “Conflicts Related to Other Investments by Clients and Related Funds” and “Conflicts Related to Investing in Different Levels of the Capital Structure,” respectively. Certain additional conflicts we discuss in this Item 11 could also continue to arise to some degree,

including, for example, those described under “Diverse Membership;” “Platform Companies;” “Conflicts Arising from Interactions with Other Portfolio Investments, Platforms and Joint and Co-Ventures;” “Conflicts Related to Transactions with Other Clients or Related Funds;” “Investing Alongside Other Clients or Related Funds;” “Conflicts Arising from Business with Certain Investors;” “Conflicts Related to Legal Counsel and Other Service Providers Engaged by Clients and Related Funds;” “Allocation of Co-Investment Opportunities;” “Conflicts Arising from Other Investment Activities of Clients and Related Funds – Certain Bankruptcy Implications;” “Conflicts Relating to Rates of Third-Party Advisors and Other Service Providers.” Certain Clients’ Governing Documents that relate specifically to our affiliates do not apply to companies, funds or other entities that are not, or are no longer, our affiliates for purposes of the Governing Documents, even if the other Related Funds, TPG and/or its personnel have significant economic interests and/or non-controlling governance rights in such entities or have agreed to a transaction that would cause TPG and such entities to become affiliated in the future. For example, TPG and certain other TPG platforms and Related Funds, including TPG NewQuest, TPG GP Solutions and TPG NEXT, have made and expect to continue to make investments in unaffiliated fund and/or asset managers or other investment vehicles managed by third parties (including private equity funds, hedge funds, real estate funds and other similar investment vehicles), which may include Client investors, potential competitors of TPG or a Client and which entities may engage in similar investment transactions as a Client, including with respect to the purchase and sale of investments. These unaffiliated fund managers or investment vehicles may invest in similar industries and sectors, or in the same portfolio investments, as a Client (including in different levels of the portfolio investment’s capital structure) and there are expected to be situations in which such unaffiliated fund manager or investment vehicle purchases securities from, or sells securities to, a Client. Additionally, TPG and its personnel enter into joint ventures or similar arrangements with unaffiliated fund managers that entitle us or our personnel to material amounts of carried interest, Management Fees and other economics related to the funds they manage and their other activities. We and/or our personnel also often have minority governance rights in these ventures, such as information rights and veto, change of control and other protections. We expect to assist these fund managers and their sponsored funds with their fundraising and investment activities, including by offering them the opportunity to co-sponsor, or co-invest in, a Client’s investments, and/or invest in the Client itself, in each case potentially on more favorable terms than we offer others. A Client could also transact directly with unaffiliated fund managers and their sponsored funds, including in relation to the purchase or sale of fund assets and interests. In addition to investing in unaffiliated fund managers, we and/or our personnel expect to acquire economic interests and minority governance rights in other companies, including those that provide services to, and receive compensation from, a Client and/or its portfolio investments. Transactions by a Client or its portfolio investments with or alongside non-affiliated entities generally would not trigger an advisory committee disclosure, review or consent or approval provisions of the Governing Documents applicable to transactions with affiliates, regardless of whether they are on arm’s-length terms. Similarly, any fees or compensation a Client or its portfolio investments pay to such entities would not offset a Client’s Management Fees even if we and/or our personnel have an indirect material economic interest in the entities. Furthermore, if these entities are investors in a Client, they are permitted to vote as investors and, if applicable, as members of the advisory committee even if our investments in such entities could influence their voting. In addition, investment opportunities sourced by these ventures generally would not be subject to a Client’s investment allocation provisions, which only apply to investments available

to us and our affiliates, notwithstanding the role our employees play in evaluating and consummating such investments. Conflicts Related to Investments of Our Personnel. We and our personnel are permitted to buy or sell securities or other instruments that we have recommended to Clients. Our personnel can also co-invest alongside a Client in other circumstances permitted by such Client’s Governing Documents, including as described in “Allocation of Co-Investment Opportunities.” In addition, our personnel may buy securities in transactions offered to, but rejected by, Clients. In the event of such transactions, conflicts of interest is likely to arise because such investing personnel will, for some investments, benefit from the evaluation, investigation and due diligence undertaken by us on behalf of the Client. In such circumstances, the investing personnel typically will not share in, or reimburse the relevant Client(s) and/or us for any expenses incurred in connection with the investment opportunity. Our personnel may also buy securities and hold interests as passive investors in other investment vehicles (including private equity funds, hedge funds, real estate funds and other similar investment vehicles) that may include potential competitors of Clients or a portfolio investment and that may invest in similar industries and sectors or the same portfolio investments as a Client or a portfolio investment. Such TPG AG Personnel therefore have a potential conflict of interest with respect to their personal investment holdings. In addition, Clients from time to time invest in securities of companies in which TPG AG Personnel and other related persons of us and our affiliates have previously invested for their own accounts (including through participation as passive investors in other investment vehicles). TPG AG Personnel holding an investment for their own account (including through participation as passive investors in other investment vehicles) in a portfolio investment that is later determined to be suitable or appropriate for a Client may also participate in making such determination and may and frequently will be involved in recommending the investment to a Client. There could be situations in which such investment vehicles invest in the same portfolio investment as Clients and there may be situations in which an investment vehicle purchases securities or other assets from, or sells securities or other assets to, a Client. The investment policies, fee arrangements and other circumstances of these investments may vary from those of Clients. These circumstances present various actual and potential conflicts of interest, including without limitation because TPG AG Personnel would have independent financial, relationship-driven or other interests in causing a Client to invest in an opportunity (potentially at a higher price or with worse terms than in the absence of such conflicts), and the TPG AG Personnel’s investment or relationships may be enhanced as a result of such Client’s investment. Such TPG AG Personnel may be incentivized to cause a Client to act in a manner that benefits themselves or such other investment vehicles (and therefore indirectly, themselves as investors in such investment vehicles). We, our personnel or Clients will at times hold investments in entities that are or become service providers to Clients or their investments. Although we, our relevant personnel or Clients might not have control over the decisions of the relevant service provider (including whether to enter into a business arrangement with us or a Client’s investments), a conflict of interest or the perception thereof could nevertheless arise in engaging the relevant entity as a service provider in light of the personal benefits that accrue through the investment they hold in the service provider.

Activities and Compensation of Our Operations and Business Building Professionals. We engage operations and business building professionals to assist our investment team in creating value in our portfolio. Some of these professionals are TPG employees and others are consultants. The activities and compensation of these individuals vary depending on whether they are Operations Group professionals, Field Operations professionals or Senior Advisors:

The TPG Operations team (sometimes referred to as the “Business Building Team”) generally comprises Operations Group professionals and Field Operations professionals. O

Our Operations Group professionals are TPG employees who provide industry-specific senior-level engagement with portfolio investments and also work directly with our deal professionals on new deal diligence. They typically receive cash compensation from us, and we are authorized to grant them carried interest in our funds. As described below (see “Providers of Specialized Operational Services to Portfolio Investments”) we receive reimbursement from certain Clients or portfolio investments for the compensation and related expenses associated with Specialized Operational Services performed by members of our Operations Group, even though they are TPG employees.

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Our Field Operations professionals have deep, specialized operating experience. Some of these professionals are sector specialists who focus on a particular industry. They are typically embedded within portfolio investments and given responsibility for narrowly defined initiatives that are part of a broader value creation plan, such as lean manufacturing, construction management, property management, sourcing, supply chain management or new product introduction. They sometimes also act as interim members of management for portfolio investments. Field Operations professionals typically have tailored compensation arrangements specific to their engagement. They can receive compensation from us or a portfolio investment, including equity grants from a portfolio investment, depending on their individual arrangement and the services they provide. Most of our Field Operations professionals’ compensation is generally either paid or reimbursed by portfolio investments and Clients as Specialized Operational Service expenses, regardless of whether we engage them as employees or consultants. For more information about Specialized Operational Services, see “Providers of Specialized Operational Services to Portfolio Investments” below.

Our Senior Advisors include consultants who have established industry and/or regional expertise and are available to assist us with transaction sourcing, due diligence, valuation, structuring, consulting and similar matters and to serve on the boards of directors of portfolio investments or their investments (if applicable). We also engage other similar consultants with, for example, more narrow expertise. Senior Advisors and such other consultants typically have tailored compensation arrangements specific to their engagement. They can receive compensation in multiple forms, depending on their individual arrangement and the services they provide, including cash compensation (including retainers and incentive payments) from us, a fund, a portfolio investment or an investment of a portfolio investment, carried interest in our funds, profits interests in a portfolio investment or an investment of a portfolio investment, equity or stock option grants from a portfolio investment or an investment of a portfolio investment or other similar arrangements, and fees and carried interest relating to a particular transaction.

Compensation from portfolio investments to our Senior Advisors and other consultants generally do not offset the Management Fees payable by investors. For more information about Senior Advisors, see “Conflicts Relating to Activities and Compensation of Senior Advisors.” We determine in our discretion whether to engage an operations professional as a TPG employee or as a consultant. Sometimes, an operations professional is initially engaged as a consultant and later transitions to employee status (or vice versa). Our determination regarding whether to engage an operations professional as either a TPG employee or a consultant can give rise to conflicts of interest because, in general, except with respect to certain in-house, foreign office and Specialized Operational Services, the compensation costs for TPG employees are borne by us, whereas compensation costs for consultants are permitted to be paid by us, a Client or a portfolio investment, as described above. Where an operations professional is performing Specialized Operational Services for Clients or portfolio investments, the Governing Documents of certain Clients allow us to be reimbursed for the costs of those services, regardless of whether the professional providing the service is a TPG employee or consultant. Additionally, although we intend to retain operations professionals with a view to reducing costs to portfolio investments (and, ultimately, the Clients) or otherwise improving investment performance, due to a variety of factors, any such retention has the potential to result in limited or no cost savings or even an increase in costs, in which case investment performance may be only marginally improved or could be negatively affected. We intend to retain only such operations professionals which we believe provide a level of service at a value generally consistent with other relevant market alternatives; however, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. Conflicts Relating to Activities and Compensation of Senior Advisors. We maintain business relationships with certain advisors and consultants who we expect to assist and advise us with respect to transaction sourcing, due diligence, valuation, structuring, consulting or similar matters and to serve on the board of directors of, or in other similar capacities with respect to, one or more of portfolio investments on behalf of a Client; in some cases, these individuals are or may be former TPG employees former management of a Client’s portfolio investment or portfolio investment of another Client or Related Fund, and/or have close business and personal relationships with TPG. We generally refer to these individuals as “Senior Advisors.” In addition, we also expect to utilize other similar consultants with, for example, more narrow expertise. Senior Advisors are independent contractors. They are not our employees, even if most or all of their work is performed on our behalf or at our direction, they perform the same or similar activities as our employees, they have more access to and involvement in our business activities than other third-party consultants or they share other attributes with TPG employees, such as TPG-provided administrative support, working on TPG matters as their primary or sole business activity, participate in certain benefit arrangements typically reserved for TPG employees or TPG-related email addresses or business cards. Senior Advisors are not our affiliates for purposes of a Client’s Governing Documents and therefore are not subject to Governing Document restrictions and conditions that relate specifically to our employees and affiliates. For example, certain Clients expect to make payments to Senior Advisors, and any fees portfolio investments paid to Senior Advisors (such as sourcing fees, directors’ fees, origination services fees (including “points”) or

servicing fees) or profits interests or other compensation received by Senior Advisors from portfolio investments or their holding structures will not be considered “portfolio fees” and will not reduce the Management Fees payable by investors, even if such amounts would reduce the Management Fees if they were paid to our affiliates. Furthermore, in the event we hire a Senior Advisor as an employee or otherwise elect to treat such person as our affiliate, any profits interests or other compensation amounts payable by a portfolio investment or Clients to such Senior Advisor pursuant to an arrangement that was entered into prior to such Senior Advisor becoming our affiliate will not be considered “portfolio fees” and will not reduce the Management Fees. In some instances, Senior Advisors provide operational services to portfolio investments of other Clients and/or Related Funds, and any work performed by a Senior Advisor retained on behalf of a Client’s portfolio investments could benefit such portfolio investments of other Clients and/or Related Funds (and vice versa), and we have no obligation to allocate any portion of the costs to be borne by the Client or its portfolio investment in respect of such Senior Advisor’s work on behalf of the Client’s portfolio investment to such other Client and/or Related Fund or its portfolio investment. Moreover, Senior Advisors will often make personal investments in portfolio investments alongside a Client, and a Client is not prohibited from investing in portfolio investments in which Senior Advisors hold existing material investments. Similarly, a Client is permitted to co-invest in portfolio investments alongside funds that are managed by Senior Advisors or invest, directly or indirectly, in portfolio investments in which such funds have an existing material investment. In the event that Senior Advisors co-invest alongside a Client in any portfolio investment, the Client will likely bear up to all of the costs and expenses related to such co-investment by the Senior Advisors, including the costs and expenses related to the establishment and operation of any Co-Investment Vehicle through which the Senior Advisors invest. We believe that the expertise of Senior Advisors will benefit Clients. Relying on Senior Advisors, however, gives rise to conflicts of interest. For example, we typically determine the amount of compensation that will be paid to Senior Advisors, but as described under “Activities and Compensation of Our Operations and Business Building Professionals,” applicable portfolio investments, Clients and/or Related Funds ultimately pay or reimburse us for such compensation and any other expenses related to Senior Advisors (including any out-of-pocket costs and expenses, such as travel expenses) incurred in connection with their activities on behalf of the Client. The close business or personal relationships that some Senior Advisors have with TPG give us less incentive to negotiate with a prospective Senior Advisor for a lower level of compensation. The appropriate level of compensation for a Senior Advisor can be difficult to determine, especially if the expertise and services he or she provides are unique and/or tailored to the specific engagement. The compensation for these individuals is dependent on the specifics of any particular engagement and may include, among other things, cash compensation (including retainers and incentive payments) from TPG, a Client and/or underlying investments, profits interests in an underlying investment, grants of equity in and/or the right to co-invest in an investment, and/or allocations of carried interest received by a Client’s general partner. Even if most or all of their work is performed on behalf or at the direction of TPG, or if they have other characteristics of employees (e.g., office space at TPG and participation in firm meetings), these individuals are not employees or affiliates of TPG for purposes of the Governing Documents and are not subject to the restrictions or provisions in the Governing Documents that relate to employees or affiliates of TPG. Any determination to engage an individual as an advisor or consultant rather than an employee is made by TPG in its sole discretion. Given that we (or another TPG affiliate, but not a Client) otherwise

pay the salaries of our employees, we have incentives to retain individuals as Senior Advisors instead of hiring them as employees, or to convert existing employees to Senior Advisors. Finally, conflicts of interest may arise in the event that a Senior Advisor serves as a director on the board of, or in any similar capacity with respect to, more than one portfolio investment or on behalf of multiple Clients and/or Related Funds (see “Conflicts Arising from Service by TPG Professionals on Portfolio Investment Boards of Directors and Creditors’ Committees.”). Activities and Compensation of Other Third Parties. In addition to Senior Advisors, we will retain other third parties, such as accountants, administrators, lenders, bankers, brokers, attorneys, sourcing persons, asset managers, property managers, contractors, developers, leasing agents, servicers, collateral managers, special servicers, rating agencies and other consultants (as discussed above, for example, see “Activities and Compensation of Our Operations and Business Building Professionals”) to provide services (including credit services) to Clients, including certain strategic partners as described in “Conflicts Arising from Strategic Business Partners.” These services may relate to sourcing, conducting due diligence on or developing potential investments, as well as structuring, managing, monitoring and disposing of or otherwise realizing investments. In many cases, these are the types of services that TPG employees could also provide or have in the past provided. Determining whether to engage a third party, our employees or a TPG employee gives rise to conflicts of interest because we generally bear, with the exception of certain in-house, foreign office and Specialized Operational Services paid or reimbursed to us under the Governing Documents (See “In-House Services,” “Providers of Specialized Operational Services to Portfolio Investments,” “Foreign Office Services”), the compensation costs of, or other amounts payable to, TPG employees who render these services, while amounts paid to third parties are typically a fund expense ultimately borne by its investors. We therefore have an incentive to retain third parties rather than hire additional TPG employees and to outsource to third-party service providers functions that our and TPG employees could perform or have previously performed (including in cases where its employees may be able to accomplish such a task faster or with higher quality than a third-party service provider or vendor). For a description of the expenses Clients bear, see “Conflicts Relating to Rates of Third-Party Advisors and Other Service Providers” and “Item 5 –Fund Expenses.” Allocation of Other Fees and Expenses. From time to time, we determine whether to allocate certain other fees and expenses among Clients, Related Funds and us. In exercising our discretion to allocate such fees and expenses, we face a variety of potential conflicts of interest. We will generally allocate fees and expenses to be split between us and Clients (including fees and expenses incurred in the offering of the Client, management of the Client, and investment opportunities), in each case in accordance with the Client’s Governing Documents. To the extent not addressed in the Governing Documents, we generally will allocate such fees and expenses in our sole discretion, in each case in good faith using our best judgment. Because certain expenses are paid for by a Client or, if incurred by us, are reimbursed by a Client, we will not necessarily seek out the lowest cost options when incurring (or causing a Client to incur) such expenses. In the event we are making any determination regarding whether an expense allocation is fair and equitable, we will have discretion in such determination, and will typically evaluate facts and circumstances relevant to the particular allocation, which may include consideration of a number of factors that include, without limitation, some or all of the following: benefit to a Client to have co-investors participate, relative negotiating power, any contractual requirements or limitations,

relevant disclosures to the parties, whether costs and expenses are incurred for the benefit of one party, and whether costs and expenses are incurred in connection with regulatory, tax, accounting, or similar requirements applicable to a particular party. The application of such considerations is in certain circumstances expected to result in us determining that it is fair and equitable for a Client bearing more than its pro rata portion of certain fees, costs and expenses (including broken deal costs). Our discretion in making such determination creates a potential conflict of interest as we may have an incentive to allocate expenses to a particular Client over another Client or other coinvestor. Notwithstanding the foregoing, the portion of an expense allocated to a Client for a particular service will not always reflect the relative benefit derived by such Client from that service in any particular instance and we will determine an allocation of expenses to be fair and equitable even where a Client is required to bear more than its proportional share of such fees or expenses relative to other allocable parties receiving the same service or participating in the same transaction. Please see “Resolution of Conflicts” above for a description of the means by which we and our related persons may seek to alleviate conflicts of interest among Clients or other accounts or persons. Allocation of Fees and Expenses Including for Broken Deals. We generally make fee and expense allocation decisions while a transaction is pending in a manner we believe to be fair and equitable over time based on our best judgment of the Client and/or Related Fund to which we will ultimately allocate the transaction. We will also face conflicts of interest with respect to allocations of expenses among Clients, other Related Funds and us. When a Client co-invests alongside other Related Funds in an investment, we generally expect to allocate the fees and expenses incurred in connection with such investment to the participating investing vehicles in proportion to the relative amounts invested in or committed to such investment, or on such other basis determined to be fair and equitable, subject to certain legal, regulatory, tax and other similar considerations. However, if the transaction is abandoned or otherwise ultimately not consummated, we will seek to allocate the fees and expenses incurred in connection with such a “broken deal” among Clients and the other investment vehicles that were considering the investment using its best judgment and based on the expected participation levels of the investing funds and/or accounts. This judgment is necessarily subjective, especially when a transaction is terminated at an early stage. When we abandon an opportunity, absent a factual development to the contrary, we will allocate the fees and expenses for such transaction to such Client(s) and/or Related Fund(s). The allocation of fees and expenses among Clients may not be proportional. For example, to the extent one or more Related Funds were involved in a broken deal with one or more Clients, the fact that the Related Funds at times have different expense reimbursement terms, including with respect to Management Fees and similar offsets, could result in Clients bearing different levels of expenses with respect to the same investment. Investors in certain Clients typically bear their pro rata share of fees and expenses for transactions that are terminated, including those terminated before the investors’ admission into such Clients. The allocation of fees and expenses among Clients and/or Related Funds may not be proportional. For example, to the extent a Client is involved in a broken deal with one or more other Clients and/or Related Funds, the fact that the Clients and/or Related Funds at times have different expense reimbursement terms, including with respect to management fees and similar offsets, could result

in a Client and other Clients and/or Related Funds bearing different levels of expenses with respect to the same investment. The financial position of the relevant Clients and/or Related Funds could incentivize us to allocate such fees and expenses to a certain Client or Related Fund and not another. For example, it would be advantageous to allocate broken deal fees and expenses to a Client and/or Related Fund that is not expected to pay carried interest to its general partner, as the fees and expenses would not affect the amount of carried interest paid—it would be zero in any case. Conversely, it typically would be disadvantageous as an economic matter to allocate broken deal fees and expenses to a Client and/or Related Fund that is paying carried interest, as doing so would delay and reduce the amount of carried interest paid to the relevant general partner. As with our other allocation decisions, our allocation procedures and principles are designed to help mitigate the risk that financial incentives implicitly influence the allocation of broken deal fees and expenses. In addition, as described above in “Allocation of Co-Investment Opportunities,” in certain instances we will evaluate investment opportunities that, if consummated, we would likely offer in part to prospective co-investors, including affiliated co-investors and vehicles over which we exercise investment discretion (such as dedicated, multi-investment Co-Investment Vehicles). If such a potential investment is not consummated, the full amount of any expenses relating to such potential but not consummated investment and co-investment (including reverse termination fees or other such “broken deal” fees, organizational expenses of a co-invest vehicle, extraordinary expenses such as litigation costs and judgments and other expenses) will typically be borne entirely by a Client (and any other Related Fund that would have participated in such investment), rather than by any such prospective co-investors (including affiliated co-investors). Alternatively, there may be scenarios where the potential investment is consummated, but the co-investment is not, in which case a Related Fund will typically bear the full amount of any expenses relating to such potential, but not consummated, co-invest vehicle, including expenses that would have been organizational expenses of the relevant co-invest vehicle (including travel, legal (including related to drafting and negotiating the governing documents and disclosures related to the co-invest vehicle), accounting, tax and other expenses). In addition, such co-investors could independently pursue such transaction, without reimbursing Clients for its broken-deal costs. Allocation of Secondary Transfer Opportunities. To the extent we have discretion over approving a secondary transfer of interests in a Client pursuant to such Client’s Governing Documents, or if we are asked to identify Clients or third parties that could potentially acquire an interest being transferred (including pursuant to a side letter or other agreement), we will consider the factors discussed above under “Allocation of Co-Investment Opportunities”, including among other things our own interests, in exercising such discretion or making such identification. Subject to the terms of a Client’s Governing Documents, we and our affiliates, including a Client or Related Fund, may be permitted to acquire investor interests in a Client from its investors through transactions in the secondary market or other private transactions, which gives rise to a variety of conflicts of interest, including those described below. In addition, we and our affiliates, including other Clients and/or Related Funds, are permitted to acquire limited partner interests in a Client and/or Related Fund from investors through transactions in the secondary market or other private transactions, which gives rise to a variety of conflicts of interest, including those described below.

In certain circumstances, these transactions are expected to be initiated by investors, and in other circumstances we will approach one or more investors on a case-by-case or systematic basis with an offer to acquire their interests. We will determine the investors, if any, from whom we acquire interests in our sole discretion taking into account whatever factors we deem relevant to us, including our own interests. To the extent we do determine to acquire interests from one or more investors, we expect to do so selectively and could favor certain investors over others. For example, we might be inclined to agree to acquire interests from investors that we expect to invest in other Clients and/or Related Funds or for other strategic reasons. We are not required to make a similar offer to any other investor or to provide notice or disclosure to any other investor regarding any such transaction. Our acquisition of all or any portion of an investor’s interest would generally not be considered a withdrawal or redemption by the investor from the Client or the other Related Fund and would not be restricted by the applicable Governing Documents. We also have discretion to determine the terms upon which we are willing to transact with any investor. In particular, the price or other terms we offer or agree with one investor could be different from those we offer or agree to with another investor, even if executed at substantially the same time. In addition, when determining the price or other terms upon which we are willing to transact, we will be acting in our own interest and not as advisers or fiduciaries to the selling investor, and, as a result, there is no assurance that the price or other terms upon which we are willing to transact will be beneficial to the investor or similar to those that could be obtained in a transaction with a third party. We are under no obligation to “shop” such opportunities broadly, to solicit competitive bids, to obtain third-party valuations or fairness opinions, to seek the highest price, to obtain advisory committee approval for pricing or other terms or match any third-party purchaser’s offer, price or other terms. We will have significantly more information and visibility regarding TPG, the Clients and/or Related Funds, and the Clients’ and/or Related Funds’ investments than the selling investor, and, as a result, we will be in a better position than the selling investor to determine price and other terms that are more beneficial to us as buyer of the interest. For example, we may be incentivized to make offers to purchase interests from one or more investors at a time when we believe the Clients’ and/or Related Funds’ portfolio is expected to increase in value in the future, but to transact at a price that does not yet account for such potential increase. In addition, our ability to set the terms upon which we acquire interests could give rise to other conflicts for the Clients and/or Related Funds as a whole, including impacting the valuations we ascribe to the Clients’ and/or Related Funds’ investments. Additionally, from time to time we may become aware of existing investors in a Client (including our affiliates) and/or other third-party investors (including, without limitation, parties sourced by a broker and/or other agent of ours) that are interested in acquiring interests in a Client through a secondary transfer. In such instances, we are permitted to, in our sole discretion and without providing notice to all investors in the Client generally or any investors that have specifically indicated an interest in selling or acquiring interests through a secondary transfer, introduce such potential counterparties, brokers and/or other agents to one or more investors (including, without limitation, certain Client investors that have indicated an interest in selling or acquiring interests through a secondary transfer). For the avoidance of doubt, we will not be obligated, in any circumstances, to make any such introductions. It is possible that any such introduction will ultimately result in an investor in a Client being able to transfer its interests prior to, or on more favorable terms than, other investors in the Client that are also seeking to transfer their interests.

We will be under no obligation to prioritize any specific Client investor seeking to transfer its interests or treat Client investors equally in regard to transfers of interests. Investors that seek to transfer their interests in a Client are generally required to obtain our consent to any transfer, which consent we may grant or withhold in our discretion. This could give rise to conflicts of interest, including because we might be incentivized to utilize this discretion to facilitate the transfer of an investor’s interests in a Client to us or on terms that are more favorable to us (e.g., by denying a transfer to a third party on particular terms or entirely). Conflicts Related to Transactions with Other Clients or Related Funds. In certain rare instances, we may cause a Client to purchase investments from another Client or a Related Fund, or we may cause a Client to sell investments to another Client or a Related Fund. In connection with such transactions, we, the Related Advisers, and/or our professionals may

have significant investments or intentions to invest in the Client or a 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 underlying investment).

We and the Related Advisers may receive management or other fees in connection with our management of the relevant Clients and/or Related Funds involved in such a transaction or in connection with the transaction itself, and may also be entitled to share in the investment profits of the relevant Clients and/or Related Funds. We, the Related Advisers, and our professionals would be presented with certain conflicts of interest in effecting these transactions. To address these conflicts of interest, we will seek to cause a Client to engage in such transactions only if we determine that the terms and conditions of such transaction are substantially as advantageous to such Client as the terms it would obtain in a comparable arm’s-length transaction with a third party. For additional information regarding transactions between Clients, including a discussion of related conflicts of interest, please see Item 12, under “Cross Transactions.” Investing Alongside Other Clients or Related Funds. A Client could acquire its interests in an investment at separate times and on different terms than other investing Clients and/or Related Accounts and the approval of an advisory committee will only be sought if expressly required by the Governing Documents of the applicable Clients and/or Related Funds. When we determine that it would be appropriate for (i) a Client to make an investment in or buy a security from a preexisting portfolio investment of another Client and/or Related Fund and/or sell a security to the account of one or more other Clients and/or Related Funds, (ii) one or more other Clients and/or Related Funds to later invest in or with an issuer in which a Client and/or Related Fund has previously made an investment, either in the same instrument or in a different instrument or level of the capital structure of an issuer, (iii) a company in which certain of our personnel hold an interest to acquire a portfolio investment of a Client and (iv) another Client and/or Related Fund to make investments in an existing portfolio investment of a Client for the limited purpose of providing such portfolio investment’s management team with limited liquidity, we will generally seek to make any such investment on the same general terms and ensure that each participating Client or Related Fund participates in accordance with our then-current allocation policy. However, situations may occur where a Client could be disadvantaged as a result of the investment

activities conducted for other Clients and/or Related Funds, including because co-investing funds and accounts have different terms, access to credit, hedging or investment strategies (including anticipated hold periods), investment periods, return and liquidity profiles and/or investment vehicles and structures as compared to Clients, which factors could result in a Client’s investment being made at a different effective price or with differing costs or terms. In addition, the foregoing transactions would be expected to have an effect (either positive or negative) on the market value of a Client’s portfolio investments. See “Allocation of Co-Investment Opportunities” above. In the event a Client invests alongside another Client and/or Related Fund, the potential for conflicts of interest will exist. In many cases, a Client will co-invest in lockstep with another Client and/or Related Fund, with both funds making and exiting the shared investment at the same time and on substantially the same terms. In some situations, however, a Client and other Clients and/or Related Funds will have different entry and/or exit timing in the same investment, acquire the same or a different security or extend credit on different terms or acquire, originate or otherwise make investments in different parts of a portfolio investment’s capital structure (as further described in “Conflicts Related to Investing in Different Levels of the Capital Structure” below). In these scenarios, a Client, the other relevant Clients, their portfolio investments and/or Related Funds will not be required under the applicable Governing Documents to, and may not, exit their respective investments at the same time, for the same effective price and/or on the same or substantially the same terms, taking into consideration, among other things, the respective terms, commitment periods, structures, investment strategies and return profiles of each such Client and/or Related Fund, and any redemption requests from investors, as well as any applicable tax, regulatory or legal restrictions or considerations. For instance, a Related Fund that is close to the end of its commitment period could make a shared investment with a Client when the Client is at the very beginning of its commitment period. In addition, a Client could invest alongside a Related Fund with a perpetual term or similar “evergreen” structure, including one or more funds with different liquidity profiles (including periodic redemptions), which could result in the Client exiting the shared investment at a different time, at a different effective price and/or with different other terms than such Related Fund, which could increase the likelihood of divergent returns as between the Client and such Related Fund. In all of these cases, the other Client’s and/or Related Fund’s view of the investment and its interests may diverge from those of a Client. This could cause a Client to dispose of (including to meet redemption requests), increase its exposure to or continue to hold the investment at a time when the other Client and/or Related Fund has taken a different approach, including a Client and/or Related Fund participating in the extension of additional credit to such portfolio investment when the other party determines not to participate in such issuance. As a result, the actions of the other Client and/or Related Fund could affect the value of a Client’s investment. For instance, a sale by the other Client and/or Related Fund of its investment “below par” could put downward pressure on the value of a Client’s interest, which the Client has opted to hold longer term, and the timing of any exit decision (whether in whole or in part) by a Client with an “evergreen” structure, may be driven by its liquidity requirements rather than realization of maximum value. The other Client and/or Related Fund is under no obligation to act in a way that furthers or protects the interests of the Client. In connection with any investment in which another Client and/or Related Fund also participates, we and our Related Advisers reserve the right to give advice and make investment recommendations to any other Client and/or Related Fund that differs from advice given to, or investment recommendations made to, a Client (including with respect to the timing of the

purchase or sale of investments), even if such other Client’s and/or Related Fund’s investment objectives are the same or similar to those of the Client. We could express inconsistent views on commonly held investments or on market conditions more generally. To the extent not restricted by confidentiality requirements or information barriers, we and/or the Related Advisers will generally apply the experience and information obtained by managing a Client to benefit other Clients and/or Related Funds (and vice versa). However, we could obtain information while dealing with portfolio investments of other Clients and/or Related Funds that we are prohibited from acting on in respect of or otherwise disclosing to a Client as a result of confidentiality requirements, internal policy, information barriers or applicable law, even though such action or disclosure could be in a Client’s interests (e.g., when another Client and/or Related Fund holds an interest in a portfolio investment of a Client that goes into bankruptcy or reorganization, becomes insolvent or otherwise experiences financial distress or is unable to meet its payment obligations or comply with covenants relating to debt or other securities held by the Client). In addition, where multiple Clients and/or Related Funds invest in the same portfolio investment at different times, the first Client to invest typically will bear a higher level of diligence and transaction fees, costs and expenses than the later investing Clients and/or Related Funds; similarly, to the extent a transaction does not proceed, the first Client to invest typically will bear the full amount of broken deal expenses relating to the transaction, regardless of whether other Clients and/or Related Funds could or would have invested in such portfolio investment in potential future transactions. Moreover, the securities that will be purchased by the later-investing Clients and/or Related Funds could have more attractive terms and conditions than the securities issued to the earlier Client. In the case of follow-on investments, to the extent a Client has insufficient unfunded capital available to support making follow-on investments in respect of its existing investments, then the Client could suffer dilution, while the other Client and/or Related Fund may continue investing. Further, there can be no assurance that a Client’s return on such an investment will be the same as the returns achieved by any other Client(s) and/or Related Fund(s) participating in the transaction. In certain circumstances, a Client may be invited to co-invest in transactions being managed or led by one or more other Clients and/or Related Funds and one or more other Clients and/or Related Funds may be invited to co-invest with a Client. In determining whether to engage in such sideby-side investing and upon what terms, we will follow the procedures set forth in the applicable Governing Documents, if any, and will act in accordance with our then-current allocation policy. In such circumstances, the investment by a Client and other Clients and/or Related Funds likely will not be proportional. Therefore, such participation by a Client may be more or less advantageous to the Client relative to other Clients and/or Related Funds. In addition, such sideby-side investing is expected to give rise to potential conflicts of interest, including allocations of investment interests, governance rights and the sharing of fees and expenses. The appropriate allocation among Clients and/or Related Funds of fees, costs and expenses generated in the course of evaluating and making side-by-side investments that are not consummated (including out-ofpocket fees associated with due diligence, attorney fees, and the fees of other professionals) will be determined by us in our sole discretion in accordance with our then-current expense allocation processes. In certain situations, Clients and/or Related Funds could agree to be jointly and severally liable for certain obligations or other liabilities, including, for example, obligations under a purchase and

sale agreement or other transaction documents. In such instances, actions or inaction by a Client and/or Related Fund, including a default or failure by another Client and/or Related Fund to satisfy its obligations, could result in liabilities for such Client and/or Related Fund. A Client and/or Related Fund may seek to enter into a back-to-back or other reimbursement arrangement with the other Client and/or Related Fund in such a circumstance, but there is no guarantee the other Client and/or Related Fund would be able to satisfy its reimbursement obligations under such an agreement. These joint and several obligations do not constitute transactions between Clients and/or Related Funds, and no consent of investors or an advisory committee is required for a Client and/or Related Fund to enter into arrangements involving joint and several liability with another Client and/or Related Fund even though the existence of joint and several liability arrangements creates a potential conflict of interest. Generally, we expect to allocate any Client expenses or unconsummated transaction expenses in connection with an investment that is pursued by a Client and one or more other Clients and/or Related Funds pro rata in accordance with their respective investments or proposed investments, or on such other basis determined to be fair and equitable, subject to certain legal, regulatory, tax and other similar considerations. In addition, in the event a Client and/or Related Fund is unable to fund its share of additional capital (e.g., in the event such Client and/or Related Fund does not have sufficient available capital), a Client may be obligated to fund more than its share of such amount. In such event, the Client will gain greater exposure to such investment than may have been intended and the returns of the Client may be negatively impacted as a result of the foregoing. We will, in certain circumstances, have an opportunity to acquire a portfolio or pool of assets, securities, loans, debt securities and other instruments that we determine should be divided and allocated among a Client or other Clients and/or Related Funds. In this situation, for strategic or other reasons, including to facilitate the smooth acquisition of such portfolio or pool, a Client and such other Client and/or Related Fund could warehouse one or more assets on behalf of the other Client and/or Related Fund or the relevant Client, as applicable, and transfer such assets at cost promptly following the acquisition of such portfolio or pool without triggering the advisory committee disclosure, review, or approval provisions of a Client’s Governing Documents applicable to transactions with affiliates. In connection with any such acquisition, the combined purchase price paid to the seller(s) and related deal costs would be allocated among the multiple assets, securities, loans, debt securities and other instruments being acquired and therefore among Clients and/or Related Funds acquiring any of the assets, securities, loans, debt securities and other instruments, although we could, in certain circumstances, allocate value to Clients and/or Related Funds on a different basis than the contractual purchase price (including based on the underlying values of the loans, securities and other instruments in such portfolio(s)). Regardless of the methodology for allocating value, we will have conflicting duties to Clients and/or Related Funds when assets, securities, loans, debt securities and other instruments are bought together in a portfolio, including as a result of different financial incentives we have with respect to Clients and/or Related Funds, most clearly when the fees and compensation, including performance-based compensation, earned from Clients and/or Related Funds differ. There can be no assurance that a portfolio investment of a Client will not be valued or allocated a purchase price that is higher or lower than it might otherwise have been valued or allocated if such portfolio investment were acquired or sold independently rather than as a component of a portfolio shared with other Clients and/or Related Funds.

Other Clients and/or Related Funds may also make investments in portfolio investments or issuers in which a Client or its portfolio investments invest by exercising certain rights that were negotiated by the Client (or another Client and/or Related Fund). For example, a successor fund could benefit from a priority allocation of potential property investments negotiated with an operating partner by the Client. Additionally, another Client and/or Related Fund could exercise pre-emptive rights, options, warrants and other contractual rights obtained and negotiated for by a Client (or another Client and/or Related Fund) in connection with a previous investment in the applicable portfolio investment or issuer and vice versa. In addition, a Client’s and/or Related Fund’s general partner is not obligated to allocate follow-on investments in a particular portfolio investment or issuer to the applicable Client and/or Related Fund and may allocate such follow-on investment to other Clients and/or Related Funds, or vice versa. Such investments may give rise to conflicts of interest, including where other Clients and/or Related Funds have the opportunity to benefit from rights and options that were negotiated by a Client or otherwise made available to such Client as a result of its initial investment, in some cases in exchange for no consideration. Similar conflicts will arise if we, or our affiliates, invest alongside a Client in a portfolio investment. In addition, a portfolio investment of a Client could over time develop characteristics that result in the portfolio investment constituting an attractive investment opportunity for another Client and/or Related Fund and vice versa. For example, a portfolio investment of a Client could evolve into an asset with a lower risk and return profile and longer expected holding period targeted by another Client and/or Related Fund. In such cases, we could seek to effect a purchase or sale of an investment between a Client and one or more other Clients and/or Related Funds, subject in each case to applicable procedures. In addition, investments by a Client alongside other Clients and/or Related Funds may result in the incurrence of additional investment expense and delays as a result of the greater structural complexity faced by us and our Related Advisers in seeking to address the needs of multiple funds and/or accounts, which may have investment objectives and/or sensitivities that conflict or are otherwise at odds with one another. Notwithstanding the foregoing, other Clients and/or Related Funds (and their portfolio investments) are under no obligation to take any action or refrain from taking any action to prevent or mitigate any losses incurred by a Client, or to take into account a Client’s interests in advising their respective portfolio investments or otherwise managing their assets. In navigating any conflicts of interest, we will act in accordance with our conflicts policy (which may include review and resolution by a conflicts committee comprising TPG affiliates). Conflicts Arising from Strategic Business Partners. We have also formed and expect to continue to form relationships with third-party strategic partners so that a Client or Related Fund can take advantage of their expertise, often in particular industries, sectors and/or geographies. These strategic partners often have close business relationships with us and provide services that are similar to, and that may overlap with, services we provide to a Client or Related Fund, including originating, sourcing, conducting due diligence on or developing potential investments, as well as structuring, managing, monitoring and disposing of or otherwise realizing investments. We determine the compensation of our strategic partners on a case-by-case basis, and this compensation can take the form of:

cash payments from us, a Client or Related Fund or a portfolio investment;

distributions of Performance Compensation generated by a Client or Related Fund;

participation in management fees, servicing fees or carried interest of TPG-related vehicles, including general partners, us and/or other subsidiaries of TPG Operating Group that are entitled to receive payment of Management Fees and carried interest from Clients and/or Related Funds (and including participation in respect of certain Clients for certain Client investors as part of strategic anchor or other similar arrangements);

stock option or equity grants in a portfolio investment;

profits interests in a portfolio investment, or holding vehicles beneath a Client or Related Fund; and/or

other similar payments from us, a Client or Related Fund or a portfolio investment.

This creates a conflict of interest because we have an incentive to structure compensation under strategic business partnerships so that the Client or Related Fund (and hence all partners) bears the costs (directly or indirectly) instead of us. In addition, as with Senior Advisors, our close business relationship with a strategic partner gives us less incentive to negotiate with that strategic partner for a lower level of compensation. We expect to also offer strategic partners the opportunity to co-invest alongside a Client, in some cases regardless of whether such partner played a significant role in sourcing or managing the specific investment (see “Allocation of Co-Investment Opportunities”). Conflicts Arising from Interactions with Other Portfolio Investments, Platforms and Joint and Co-Ventures. Portfolio investments of Clients (or Related Funds) generally, including platform companies, are not our affiliates for purposes of the Governing Documents. As a result, a Client’s Governing Documents’ provisions that relate specifically to our affiliates do not apply to Clients’ (or Related Funds’) portfolio investments or their portfolio investments, platform companies or their respective management teams or employees, even if we have a significant economic interest in a portfolio investment and/or ultimately control it through our control of the relevant fund. For example, in the event that a Client or one of its portfolio investments purchases products or services from, or otherwise enters into a transaction with, a portfolio investment of another Client or Related Fund, such transaction generally would not trigger the advisory committee disclosure, review, approval or consent or trigger other provisions of the Governing Documents typically applicable to transactions with affiliates, unless we otherwise determine such material transaction gives rise to a conflict of interest that is material to a Client. In connection with the provision of such products or services, such portfolio investment (or management team thereof) of another Client or Related Fund may receive fees or incentive-based compensation (such as profits interests, carried interest, equity, options and warrants) from the Client or one of its portfolio investments, which could be calculated on an aggregate basis across multiple portfolio investments, and such amounts would not be considered “portfolio fees” and would not offset the management fee payable by the Client. Alternatively, such products or services may be provided on a cost reimbursement basis (or based upon cost plus an additional fixed margin), including to the extent that the fees or incentive-based compensation that would be payable if such services were provided by another third party providing comparable services in an arm’s-length transaction for any such

product or service would not fully reimburse the costs applicable to such product or the provision of such service. In such event, such portfolio investment has an incentive to provide such product or service on a cost reimbursement (or “cost plus”) basis in order to fully recoup its costs. Where a portfolio investment of a Client provides services to other Clients or Related Funds (including other Clients or Related Funds that do not have an interest in such portfolio investment) or their respective portfolio investments, such other Clients or Related Funds or their respective portfolio investments will not necessarily bear their allocable share of overhead expenses, employee compensation, diligence expenses or expenses incurred in connection with the Client’s backing of the management team or build out of such portfolio investment (even where such services are provided on a cost reimbursement basis) and there can be no assurance that the terms of any such transaction will be the same as those that would be provided by a third party providing comparable services in an arm’s-length transaction. In addition, in cases where a Client enters into joint ventures with third parties to which portfolio investments provide services, the third-party joint venture partner might negotiate not to pay its pro rata share of fees and expenses, in which case the Client, and its portfolio investments that also use the services of such portfolio investment will, directly or indirectly, pay the difference, or the portfolio investment will bear a loss equal to the difference. Moreover, in certain circumstances, the joint venture partners may be allocated fees and expenses pursuant to a different methodology than a portfolio investment’s standard allocation methodology, which could result in the Client or its portfolio investments being allocated more fees, costs and expenses than they would otherwise be allocated solely pursuant to such standard allocation methodology. Also, if a Related Fund establishes a platform company, investment opportunities that the platform company management sources for the platform company generally will not be offered to Clients. Given the collaborative nature of our business (and the business of our affiliates) and the portfolio investments in which some Clients (or Related Funds) have invested, we (or Related Funds), from time to time, recommend the services of a portfolio investment to other portfolio investments. For example, see “Conflicts Related to Certain Service Provider Relationships” for a discussion of portfolio investments providing services to or otherwise having business dealings with other Clients’ portfolio investments. We have a conflict of interest in making these recommendations, in that we have an incentive to maintain goodwill between ourselves and our existing and prospective portfolio investments for Clients and/or Related Funds, while it is possible that the products or services recommended are not necessarily the best available to the portfolio investments of Clients or the most favorably priced. See also “Conflicts Relating to Rates of ThirdParty Advisors and Other Service Providers.” From time to time, Clients and/or certain of their portfolio investments have ongoing business dealings, arrangements or agreements with persons who are former employees of ours or a Related Adviser. Clients and/or their portfolio investments bear, directly or indirectly, the costs of such dealings, arrangements or agreements. In such circumstances, there exists a conflict of interest between ourselves and Clients (or their portfolio investments) in determining whether to engage in or to continue such dealings, arrangements or agreements, including the possibility that we will favor the engagement or continued engagement of such persons even if a better price and/or quality of service could be obtained from another person. Portfolio investments of Clients also could be counterparties or participants in agreements, transactions or other arrangements with portfolio investments of other Clients that involve fees and/or servicing payments to us or our affiliates which are not subject to Management Fee offsets or otherwise shared with the relevant Clients.

For example, a property investment of a Client may from time to time enter into commercial relationships with another Client’s and/or Related Fund’s portfolio investments, including where such entities lease space from the property investment. In such circumstances, including in the event of lease defaults or other landlord-tenant disputes, our involvement with both a Client and the other Client and/or Related Fund could give rise to various conflicts of interest due to potentially divergent economic interests and competing incentives in evaluating or enforcing such matters and there can be no guarantee that any such conflict will be resolved in favor of each Client. A current portfolio investment has in the past and may be expected to in the future hire our former personnel. To the extent the former personnel continue to vest in compensation from us, such compensation will typically not offset the advisory fee or otherwise be shared with the Clients, investors, and/or portfolio investments. In addition, compensation for the role at the portfolio investment will typically not offset the advisory fee or otherwise be shared with the Clients, investors, and/or portfolio investments. In addition, portfolio investments of Clients and/or Related Funds, from time to time, make discounts and other benefits available to TPG AG Personnel in connection with such entities’ products or services. Sometimes these discounts or benefits are extended to TPG personnel in only certain roles, such as board members of the portfolio investments. Such benefits or discounts are not considered compensation to TPG personnel and do not offset the Management Fees payable by investors in the related Clients or otherwise shared with the Clients or their investors. Current and former officers and executives of portfolio investments (and other affiliates of such officers and executives) also invest in Clients. While we believe this aligns portfolio investment management teams with the best interests of the Client, we may, in certain circumstances, be incentivized to take (or refrain from taking) certain actions with respect to a portfolio investment in order to maintain the goodwill with such individuals that are an investor in a Client such that they continue to invest in the Client, among other reasons. Our relationships with current, prospective or former executives, directors and founders or other affiliates of portfolio investments of the Clients and Related Funds, and executives of the banks and other lending institutions that provide financing to portfolio investments will under certain circumstances lead to conflicts of interest, including conflicts of interest with respect to portfolio investments that are associated with such individuals and entities. For example, such relationships could influence decisions as to whether to invest in or divest from a portfolio investment and the timing of such an investment decision. Such decisions could inure to the benefit (or detriment) of one Client and/or Related Fund over another. Overcommitment. Certain Clients may make certain commitments in respect of portfolio investments and other obligations that, in the aggregate, exceed the amount of a Client’s unused capital commitments and/or other assets. Such Client may engage in such over commitment for different reasons, including in anticipation of future capital inflows (including new or increased capital commitments during the fundraising period), dispositions or other realizations of investments, or other distributions from investments or otherwise (including where TPG determines that such commitments are not expected to be fully funded). There is no assurance, however, that such inflows, realizations or distributions will occur as expected or on a timely basis

or that TPG’s expectations will prove accurate in hindsight. If a Client’s cash flows are insufficient to meet its outstanding obligations when due, such Client may be required to, among other things, draw down on credit facilities, asset-based facilities or other borrowings, sell or liquidate investments at unfavorable prices, delay or forego attractive investment opportunities, or take other actions that could adversely affect the Client’s performance and financial condition. Overcommitment may therefore increase a Client’s exposure to liquidity risk and may magnify potential losses during periods of market stress and create other risks for the Client. Conflicts Related to Strategic Transactions. TPG is a broad-based alternative investment platform that may engage in strategic transactions, including the investment in, acquisition of, or combination with, other investment platforms for any reason, including those that currently or may in the future sponsor, manage or advise funds, vehicles or accounts with investment mandates that are the same as, or similar to, Clients’ investment mandates. Except as expressly set forth in the Governing Documents, generally nothing in a Client’s Governing Documents prohibits or restricts such strategic transactions. TPG is authorized to make investments for its own account, to further grow and expand its business and/or engage in other strategic acquisitions or transactions. TPG may also acquire and hold other assets used in the development of its business, including seed capital for the purpose of developing, evaluating and testing potential investment strategies, products or new strategies. TPG may also make other opportunistic investments and utilize investment strategies that mirror, or are similar to, in whole or in part, investment strategies implemented by TPG on behalf of Clients. Investments by TPG may be made in lieu of or alongside Clients, notwithstanding a Client’s allocation provisions or any restrictions on affiliated co-investing, and TPG is subject to conflicts of interest in determining that an investment opportunity is appropriate for TPG and/or its affiliates in priority to a Client. In determining whether to pursue or engage in any strategic transaction, we are entitled to consider only the interests and factors that we desire, including our own interests. Nothing prohibits, restricts or otherwise limits us in any way from pursuing or engaging in any strategic transaction or operating any such investment platform following any such acquisition or combination, including continuing or expanding the business and operations of such investment platform or any fund, vehicle or account sponsored, managed or advised thereby. Such strategic transactions and the continued operations of any such investment platform may result in the re-allocation of the time and attention of TPG personnel (either on a temporary or permanent basis), including to the detriment of Clients, or the allocation of investment, sale or other exit opportunities or liquidity options which otherwise would be allocated to or benefit a Client to instead be allocated to or benefit any such funds, vehicles or accounts, and will otherwise give rise to the same conflicts of interest that may arise among Clients and any Related Funds as described herein. Investors acknowledge and agree that, to the maximum extent not prohibited by applicable law (including the Advisers Act), neither we nor any of our affiliates will have any obligation to give any consideration to any interest of or factor affecting Clients in connection with any such transaction (e.g., whether a Client would otherwise be interested in pursuing such transaction or whether such transaction involves funds, vehicles or accounts with investment mandates that are the same as, or similar to, a Client’s investment mandate). In the event that we, any of our affiliates or any other party engages in any such transaction or otherwise engage in any actions or any other event occurs that results in an “assignment” (including for purposes of the Advisers Act) of the Advisory Services Agreement or any other agreement (including because of any change in our control group), we or any such other entity is

expected to seek the consent of the Client under applicable law and the Client’s general partner will not seek the consent of the investors but will have the authority to act for the Client in determining whether or not to provide any required consent. Since the general partner of the Client is under common control with us and we each would likely have a financial interest in the consummation of any such transaction that is different from the interests of the Client or its investors, the general partner of the Client will likely have a conflict of interest in determining whether to engage in any such transaction. Subject to any requirements set forth in a Client’s Governing Documents, the general partner of the Client is under no obligation to seek consent from the Client’s investors as to any such conflict, and the investors will not have the right to remove the general partner or cause the Client to terminate the Advisory Services Agreement, transfer their interests or otherwise exit the Client, or exercise any other rights or remedies (other than those that are explicitly provided in the Client’s Governing Documents). Conflicts Arising in Respect of Alignment of Interest. A number of persons hold direct or indirect equity and other economic interests in TPG, including in our holding structures and certain other subsidiaries or vehicles that we control. On January 18, 2022, the Public Company completed an initial public offering. TPG is a subsidiary of TPG Operating Group, which is indirectly controlled by the Public Company. The officers, directors, members, managers and personnel of TPG, including certain key persons, can be expected to take into account certain considerations and other factors in connection with the management of the business and affairs of Clients and their affiliates that would not necessarily be taken into account if we were not under the control of a publicly listed company, and certain of them have fiduciary duties to shareholders of the Public Company that could conflict with their duties to a Client. For example, although TPG believes its reputation in the marketplace will provide a benefit to a Client, we could decline to undertake investment activity or transact with a counterparty on behalf of a Client for reputational reasons, and these decisions could result in a Client foregoing a profit or suffering a loss. For additional information regarding the Public Company, please refer to its public filings, which may be accessed through the web site of the SEC (www.sec.gov) or TPG (https://shareholders.tpg.com). Similarly, we have permitted and reserve the right to permit third-party investors (including certain potential Client investors, including in consideration of a capital commitment to a Client and potential Client investors or other third parties providing financing to a Client and/or its portfolio investments) to hold material direct or indirect equity and/or debt interests in, participate in fees and/or carried interest of or provide other forms of financing to, TPG-related vehicles, in each case, including Clients’ general partners and us and/or other subsidiaries of the TPG Operating Group that are entitled to receive payment of Management Fees, Performance Compensation and/or other payments or other distributions (including investment returns) from a Client and/or Related Fund as well as entities we form to exercise our rights or discharge our obligations under the Governing Documents (whether in the form of a revenue sharing arrangement or otherwise). With respect to certain Clients, certain investors are entitled to participate in a significant minority amount of the Performance Compensation and Management Fees as part of a strategic anchor or other similar arrangement. Financing referenced above includes debt financing that is recourse to TPG and/or its employees as well as non-recourse debt, such as a securitization structure, and equity financing (including preferred or other equity financing of such entities). TPG and/or its employees could also, but are not required to, participate in such vehicles by holding direct or indirect equity and/or debt interests. Any of the foregoing vehicles (including

other Clients and/or Related Funds) could be used to fund TPG’s capital commitments to a Client (if any) and/or other Related Fund, including the required minimum commitment, participate in distributions from a Client in respect of any such commitments, as well as any additional commitments permitted following the end of the fundraising period. In addition, but subject to such required minimum commitment, TPG-related vehicles could make additional commitments and subsequently transfer all or a portion of such amount to a third party. Further, commitments by persons who (at the time such commitments are made) are TPG AG Personnel who are otherwise or were involved in the investment activities and affairs of a Client or otherwise associated with TPG or their respective family members, estate planning vehicles or their affiliates (the foregoing, collectively, “fund personnel”) may be used by TPG to satisfy a general partner of a Client’s required commitment to the Client, if any. Fund personnel are not required to be involved in the investment activities of a Client, and the determination of whether a person is “otherwise associated with TPG” is made by us in our discretion. Senior Advisors are sometimes treated by TPG as fund personnel for purposes of the Governing Documents and, as such, commitments made by such other Senior Advisors may also be used by TPG to satisfy a Client’s general partner’s required commitment to a Client. Because such person’s commitments will generally not be subject to Management Fees and Performance Compensation, these practices could have the effect of reducing the amount of Management Fees and Performance Compensation (as applicable) received directly or indirectly by TPG Operating Group and/or us and a Client’s general partner (including Performance Compensation received by persons responsible for operating the Client) and/or the amount of capital contributed or remaining at risk by persons responsible for operating the Client, and lessening the alignment of interests between such persons and the investors in such Client, as applicable. With respect to certain Clients, we also expect to enter into arrangements with homebuilders, land developers, strategic investors and other third parties, including certain investors and financing providers to the Clients and/or their portfolio investments, which will grant an entitlement to Performance Compensation, Management Fees and servicing fees received by us or the applicable general partner, as applicable, from such Clients. While it is not expected that any such persons will have governance rights with respect to either us or TPG, that may change in the future, and the existence of these arrangements creates conflicts of interest and reduces our alignment with investors. Conflicts Relating to Fee Structure and Performance Compensation. Certain Clients may have fixed investment periods after which capital is only permitted to be drawn down in limited circumstances, and Management Fees are, at certain times during the life of those Clients, based upon capital invested by Clients. This fee structure creates an incentive to defer the realization of investments and/or deploy capital when we would not otherwise have done so. See “Item 11 – Valuation of Client Assets” for a description of conflicts that arise as a result of the incentives to arrive at higher valuations in connection with Management Fees and performance allocation. See also “Item 6 – Performance-Based Fees and Side-by-Side Management” for a description of the other conflicts that arise as a result of the methodology for determining the amount of Performance Compensation earned by the general partner of a Client and “Item 5 – Fees Generally” for additional information regarding the calculation of Management Fees, including when based on invested capital.

Conflicts Related to the Employee Retirement Income Security Act of 1974. We expect one or more Clients and/or Related Funds to hold plan assets subject to ERISA. If a Client or Related Fund holds plan assets subject to ERISA, we and certain related entities would be classified as “fiduciaries” under ERISA with respect to the plan assets of such vehicles when acting on behalf of such vehicles. ERISA imposes certain general and specific responsibilities and restrictions on fiduciaries with respect to plan assets. As a result, in the event a Client or Related Fund holds plan assets subject to ERISA, such Client or Related Fund may be prohibited from entering into certain transactions if the investment would violate ERISA with respect to such Client or Related Fund, or may be obligated to take certain actions or refrain from taking certain actions in order to avoid a violation of ERISA with respect to such Client or such Related Funds. Conflicts Related to Market Rates or Arm’s-Length Terms. To the extent that we in any circumstances commit or have committed to seek “market” or “arm’s-length” rates or terms, we will do so in our sole discretion. We reserve the right to deem third-party investment in a transaction to be verification that the transaction was entered into at a value that is “arm’s-length.” Consequently, we undertake no minimum amount of benchmarking, and do not represent that any such benchmarking ultimately will be accurate, comparable, or relate specifically to the assets, services, geographies, or comparable markets to which such rates or terms relate. Where such rates or terms include hourly components, we reserve the right to rely on approximations or estimates of time for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. Whether or not we have a relationship or receive financial or other benefit from recommending a particular service provider, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. To the extent Clients engage in a long-term or recurring contract with a service provider affiliated with us, we may not seek to benchmark or otherwise renegotiate the original fee arrangement for a significant period of time. Conflicts Arising from the Exit of Certain Investments. The general partner of a Client, or its affiliates, may receive distributions in-kind from an investment disposition. In the event the general partner, or its affiliates, receives such a distribution, the general partner may act in its own interest with respect to its share of securities and will determine to sell the distributed securities, or hold the distributed securities for such time as the general partner will determine. The ability of a Client’s general partner to act in its own interest with respect to such distributed shares creates a conflict of interest between the general partner or affiliate, as an adviser to the Client, and the Client and its investors. This conflict may be exacerbated due to the enhanced knowledge and information the general partner has relative to the limited partners with respect to such securities. Conflicts Arising from Customized Terms Provided to Certain Investors. Investors increasingly expect to make investments in private investment funds on different, customized or otherwise preferential terms than those provided to other investors. To the extent permitted by applicable law, we accommodate these expectations and requirements by entering into “side letters” with certain investors (or similar interest holders) which will have the effect of establishing rights under or supplementing or altering the terms of the Governing Documents. We will determine, in our discretion, which agreements are “side letters,” including for purposes of the applicable Governing Documents and any “most favored nations” or “MFN” treatment.

We also reserve the right to provide customization by forming separate funds, vehicles and accounts for certain investors that would invest alongside the applicable Client on terms that differ from those in the Client’s Governing Documents and therefore may have different return profiles. A side letter typically relates solely to an investor’s interest in a single Client (i.e., it does not relate to any other Client or Related Fund) and allows the investor to make its investment in the Client on terms that are different from, and usually more favorable than, those set forth in the Governing Documents. Notwithstanding any provision of the Governing Documents, matters arising under any side letter are considered “any matter arising out of or in connection with a Client’s business or affairs” as contemplated by the applicable Governing Documents and the exculpation and indemnification provisions set forth in the Governing Documents will apply equally to any side letter. Investors have received, and are expected to request and receive customized and/or preferential terms, including with respect to, among other things:

the ability to opt out of investments (which, to the extent exercised, would increase the other investors’ pro rata interest in those investments), which opt-out rights could encompass a significant portion of a Client’s investments, including those within its primary mandate;

redemption of interests, including the waiver or reduction of any notice requirements, lockup periods and early redemption amounts (in each case, in whole or in part), permitting redemptions on a more frequent basis and the conditions under which a lock-up period may cease to apply;

the reporting or notice obligations of the applicable Client’s general partner or the Client;

consent rights with respect to certain amendments to the applicable Client Governing Documents or the agreement by the applicable Client’s general partner to amend or waive certain provisions of the Governing Documents, which amendment or waiver may be entered into by such general partner without the consent of investors if such amendment or waiver would be more favorable to any investor (or, in any event, does not adversely affect the rights of any partner) as compared to the original terms and conditions of the applicable Client Governing Documents;

the right to transfer interests in the applicable Client;

the right to withdraw from the applicable Client in the event of adverse tax or regulatory or other events, including certain “key person”-type events (which, if exercised, would increase the other investors’ pro rata interest in such Client’s investments);

the right to appoint a representative or observer to the advisory committee of the applicable Client, if applicable, or other similar advisory groups;

the right to participate in meetings with us with respect to the investment strategy of a Client, and to have access to investment and other professionals of TPG;

additional confidentiality protections or waiver of existing confidentiality obligations;

the right to receive and/or disclose certain information, including to underlying investors, regulatory agencies or to the public;

structuring rights with respect to certain types of investments;

economic terms, including reduced or modified Management Fees and/or Performance Compensation;

participation in management fees, servicing fees and/or carried interest of TPG-related vehicles, including a Client’s general partner, us and/or other subsidiaries of the TPG Operating Group that are entitled to receive payment of Management Fees and Performance Compensation from Clients (whether in the form of a revenue sharing arrangement or otherwise), including by third-party investors in certain Clients (and including increased participation in respect of a Client for any such third-party investor as part of a broader arrangement that also involves such third-party investor facilitating a Warehouse Vehicle);

the investor-specific information or documentation that the applicable Client would otherwise provide to lenders, other financing sources, rating agencies or other third parties;

the offering of co-investment opportunities, including a fixed allocation of certain investment opportunities that fit within the Client’s investment mandate (see “Allocation of Co-Investment Opportunities” above) and/or secondary opportunities (see “Allocation of Secondary Transfer Opportunities”), and the economic arrangements relating thereto (including limitations on the amount of syndication or “skim” fees that we or any of our affiliates may collect in connection therewith);

rights relating to default provisions, including the application or waiver of default remedies (including as a result of a failure of an investor to maintain sufficient equity or debt financing, including an investor that is structured and controlled by TPG to hold the investments of certain underlying investors);

restrictions on, or special rights of an investor with respect to the activities of the relevant Client’s general partner and its affiliates, including restrictions on the general partner’s ability to exercise its rights under the relevant Governing Documents with respect to such investor;

other rights or terms in light of particular legal, tax, regulatory, or public policy characteristics of an investor;

limitations or conditions on an investor’s commitment or obligations to fund capital contributions with respect thereto, including with respect to such investor’s obligation to make capital contributions pursuant to the indemnification provisions of the relevant Client’s Governing Documents;

aggregation for purposes of determining management fee rates or MFN rights;

distributions in-kind;

rights relating to proceedings, including venue and jurisdiction and/or the waiver of jury trial and arbitration provisions;

rights that constitute a variation of the MFN clause to which certain or all other investors may be subject (including variations that eliminate certain exceptions to the MFN clause);

the length of lock-up periods (i.e., reduced or preferential) or the conditions under which such lock-up periods may cease to apply;

consent rights or rights that impose limitations on the investment strategy of a Client;

reductions to unfunded capital commitments of an investor that may applicable under certain circumstances (for instance, in the event a Client has failed to deploy a certain amount of capital by a certain date (or based on other conditions));

limitations on the number or amount of portfolio sales;

the right to elect to contribute capital to pay down all or a portion of the investor’s allocation portion of Client-level borrowing; and/or

any other terms, whether economic, procedural or otherwise.

Specifically, the preferential treatment may include certain investors of a Client receiving additional information that is not made available to a Client’s investors generally. For example, (i) investors who designate representatives to participate on a Client Fund’s advisory committee, (ii) investors who negotiate particular side letters and (iii) our affiliates, will have more information about such Client than other investors, and we will have no duty to ensure all of a Client’s investors seek, obtain or process the same information regarding such Client and its investments. Similarly, certain investors in a Client are also investors in other Clients, or otherwise engage in transactions with us, and receive additional information through such arrangements. Certain information that is provided to one investor in a Client and not to another investor (or prospective investor) could be material. In particular, such information can affect a prospective investor’s decision to invest in a Client or an investor’s decision to take actions or make decisions pursuant to such Client’s Governing Documents. For example, an investor could be motivated to request a full or partial withdrawal of its capital account(s), subject to the terms and conditions of the applicable Governing Documents, if it receives additional information regarding aspects of the applicable Client’s portfolio investments or financial operations through such arrangements that suggests or otherwise leads such investor to conclude that a withdrawal at a particular point in time may be advantageous. We will consider many factors in deciding whether to accord investors in Clients customized terms via a side letter, including those factors described in “Regulation of the Financial Services Industry,” and we have economic and other commercial incentives to provide certain terms to certain investors. We expect to grant preferential treatment to the following types of investors:

investors that have made or have proposed to make relatively large commitments to Clients and/or Related Funds (either on a fund-by-fund or, in certain circumstances, aggregated basis, including across more than one Client and/or Related Fund) or that are anticipated to be important to future TPG fundraising campaigns undertaken by us;

investors that are strategic partners with respect to the Client’s investment mandate;

investors that have extended financing to a Client;

investors that have made a commitment on the initial closing or during an early closing period or extended financing to a Client;

investors that have a broader strategic relationship with us and/or TPG more broadly (see “Diverse Membership”);

investors that are members of an advisory committee;

investors that are subject to specific legal, tax or regulatory requirements or policies applicable to them; and

other investors meeting other criteria we consider reasonable in our discretion.

In general, no investor has any rights under the side letters of other investors, and, as a general matter, no investor will have recourse against a Client, TPG, us, a Client’s general partner or any of their affiliates in the event that other investors have received additional and/or different rights and/or terms in such side letters. Side letter arrangements with certain investors impose additional restrictions on investing in certain types of assets, geographies or industries in order to meet certain legal, tax, regulatory, internal policy or other requirements of such investors. While these restrictions are intended to apply solely to such investors, they may ultimately restrict the investments made by a Client. Matters arising under any side letter are subject to indemnification and exculpation by a Client pursuant to a Client’s Governing Documents. Favorable Terms Provided to Affiliates and Related Persons. Our employees, business associates and other “friends of the firm” are typically able to invest directly or indirectly in Clients on terms that are more favorable than those offered to other investors and can buy and sell securities or securities of issuers or obligors with debtor instruments which are held directly or indirectly by a Client or may be suitable for such Client for their own account or the account of others. Such favorable terms may involve, among other things, a waived or reduced Management Fee, and the waiver or reduction of other restrictions. Clients have no obligation to disclose or offer such favorable terms to any other investor in the Client, except to the extent required by the Governing Documents of the applicable Client or by applicable law. Conflicts Related to the Interpretation of Governing Documents and Other Legal Requirements. The Governing Documents, subscription agreements, management agreements, and other constitutional documents of each Client are detailed agreements that establish complex arrangements among us, the investors, the Client, the Client’s general partner and other entities and individuals. Questions arise under these agreements regarding the parties’ rights and obligations in certain situations, some of which will not have been contemplated at the time of the agreements’ drafting and execution. In these instances, the operative provisions of the agreements,

if any, may be broad, general, ambiguous or conflicting, and permit more than one reasonable interpretation. At times there will not be a provision directly applicable to the situation. While we will construe the relevant agreements in our good faith (it being understood that references to “good faith” in the Governing Documents refer to our subjective good faith, meaning honesty in fact) and in a manner consistent with our legal obligations (and, when appropriate, in consultation with external legal counsel), the interpretations we adopt will not necessarily be, and need not be, the interpretations that are the most favorable to Clients or their investors. Conflicts Related to Information Provided to Investors and Prospective Investors. The Governing Documents of certain Clients generally permit each such Client’s general partner to withhold information from certain limited partners or investors in such Client in certain circumstances. For instance, information will at times be withheld from limited partners that are subject to the Freedom of Information Act or similar requirements. The general partner will also from time to time elect to withhold certain information to such limited partners for reasons relating to the general partner’s public reputation or overall business strategy, despite the potential benefits to such limited partners of receiving such information. Investors’ rights to information regarding a Client will be specified in the Governing Documents of such Client. However, certain investors receive additional information that is not made available to the investors generally. For example, (i) investors who designate representatives to participate on, or observe the proceedings of, the advisory committee, (ii) investors who negotiate particular side letters and (iii) certain of our affiliates, have more information about the Client than other investors, and we have no duty to ensure all investors seek, obtain or process the same information regarding the Client and its investments. Additionally, as part of their due diligence, prospective investors (including transferees) often ask different questions or request different information, including information beyond what is include in the Governing Documents or other general marketing materials. While we, by complying with these requests, will provide certain information to some prospective investors that we do not provide to others, we do not intend to give any advantage to the prospective investors who receive additional information at their request. The answers and additional information we provide in response to such questions may be limited or incomplete or depend upon a specific context. Similarly, certain investors may also be investors in other funds, vehicles or accounts, or otherwise engage in transactions with TPG, and are expected to receive additional information through such arrangements. Certain information that is provided to one investor and not to another investor (or prospective investor) may be material and could affect such investor’s (or prospective investor’s) decision to invest (or not invest) in a Client or to take actions or make decisions pursuant to the Governing Documents. In particular, it is anticipated that we and our affiliates will obtain certain types of material information from or relating to portfolio investments that will not be disclosed to investors because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of the general partner’s control. Decisions by us or our affiliates to withhold information may have adverse consequences for investors in a variety of circumstances. For example, an investor that seeks to transfer its interest in a Client may have difficulty in determining an appropriate price for such interest. In certain cases, we may acquire interests from one or more investors of a Client without offering to acquire interests from other investors and do so at a time when we have information regarding the Client that is not available to the investors or potential acquirers of interests, resulting in gains solely for us or such transferring investors.

Decisions to withhold information may also make it difficult for an investor to monitor the Client and its performance. Additionally, it is anticipated that investors that designate representatives to participate on an advisory committee generally may, by virtue of such participation, have more or earlier information about the Client and its investments in certain circumstances than other investors. Tax Effects. Certain Clients expect to borrow funds, directly or indirectly, including to make investments in portfolio investments. To the extent a Client borrows or is deemed to borrow for U.S. federal income tax purposes, it may hold debt-financed property that may produce “unrelated business taxable income” (“UBTI”) as defined in Section 512 of the U.S. Internal Revenue Code of 1986, as amended from time to time (including any successor law) (the “Code”) for a tax-exempt investor. In addition, to the extent a Client guarantees the borrowing of a portfolio investment, the provision of such guarantee and the receipt (or deemed receipt) of guarantee fees may create additional risk of UBTI for tax-exempt investors. A Client’s guarantee of portfolio investment borrowing may also, in certain cases, create the risk of adverse tax consequences for non-U.S. investors. For example, the U.S. Internal Revenue Service (the “IRS”) could assert that any compensation received by a Client for such guarantees should be treated as income that is effectively connected income with the conduct of a trade or business within the United States for U.S. federal income tax purposes (“ECI”) or “commercial activities income” (“CAI”), each as defined for U.S. federal income tax purposes, or be subject to withholding taxes. We intend to evaluate the facts and circumstances of any such guarantees in order to mitigate the risks associated with such structures. Valuation of Client Assets. Valuations of any investment that are calculated by us will be done in good faith in accordance with guidelines prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) (and in accordance with our valuation policy). Valuations are subject to determinations, judgments, projections and opinions and other third parties or investors may disagree with such valuations. Accordingly, the carrying value of an investment will not necessarily reflect the price at which the investment could be sold in the market, and the difference between carrying value and the ultimate sales price could be material. Additionally, under certain limited circumstances set forth in a Client’s Governing Documents, distributions inkind of investments for which market quotations are not readily available could be made. The valuation of such investments will be determined by us in accordance with the applicable Governing Documents. The valuation of investments may affect our marketing of and ability to raise future funds. We also have the ability at our discretion to make a total permanent impairment determination (i.e., full write offs) with respect to an investment for purposes of the Management Fees calculation. Such determination will be subjective and will create a conflict of interest because such determination would impact the calculation of the Management Fee payable to us. While we follow rigorous valuation methodologies and procedures that are designed to ensure that our fair value determinations are strictly the product of the application of U.S. GAAP, there is no assurance that any third party or investor would agree with the substance or timing of any such determinations and we have incentives (and thus a potential conflict of interest) to arrive at higher valuations, including in respect of Management Fees and Performance Compensation, as described in greater detail below. First, when we determine that the fair value of an investment is less than the capital contributions made with respect to it, and such value is likely to remain impaired permanently, we

are obligated under certain Clients’ Governing Documents to write down the asset for the relevant period. Depending on the extent of the write-down, it is possible a Client will need to receive proceeds in the amount of the write-down before we could begin to receive Performance Compensation. A decision not to write down an investment (based on the fair value determined by us) would avoid this negative impact on the amount of Performance Compensation due to us. Similarly, actively invested capital for purposes of determining the Management Fee for any period is not reduced for investments with declines in fair value unless and until they are considered to be impaired on a total or permanent basis. Therefore, in determining whether an investment is impaired on a total or permanent basis, we could be subject to related conflicts of interest as incentives could exist for us to make determinations that result in the continued payment of, or the payment of a greater amount of, Management Fees and/or the earlier payment of, or the payment of a greater amount of, Performance Compensation. Second, we will regularly report to investors, prospective investors and the investor community more generally metrics of a Client’s performance, such as rates of return and multiple of money, whose calculation depends on the value of the Client’s investments, including unrealized investments. For example, investors of certain Clients receive annual audited financial statements, quarterly unaudited financial statements and other communications, such as updates at our investors’ conferences, that reflect our valuations. These reports are an indication of the overall health of a Client and are important to our efforts to attract investors to Clients and/or Related Funds. An objective of our valuation methodologies and procedures is to eliminate any influence these incentives can have on our fair value determinations. In certain circumstances, we or our affiliates (or Clients or Related Funds), originate or acquire loans or other investments and subsequently transfer them to a Client’s portfolio, including through principal or cross transactions. These transfers present a conflict of interest because we or our affiliates act on both sides of the transaction and are responsible for determining the transfer price, which, except to the extent otherwise provided in a Client’s Governing Documents or as disclosed to or approved by the Client, may be based on our valuation of the investment in accordance with our policies and procedures. Accordingly, there can be no assurance that the price at which any such transfer is effected will equal the value that a third party or investor would ascribe to the applicable investment at the time of transfer. Any such deviation could be adverse to the applicable Client. See also “Principal Transactions” above and “Cross Transactions” below. Our valuations will be based to a large extent on our estimates, comparisons and qualitative evaluations of private information (including information from portfolio investments), which can be incomplete or inaccurate. It is possible investors therefore will not be able to replicate our methodology or to value accurately a Client’s investments. The amount of judgment and discretion inherent in valuing assets renders valuations uncertain and susceptible to material fluctuations over possibly short periods of time; substantial write-downs and earnings volatility are possible. Valuations are inherently subjective in certain respects and rely on a variety of assumptions, including assumptions about projected cash flows for the remaining holding periods for the investments, market conditions at the time of such valuation and/or any anticipated disposition or other realization of the investments, legal and contractual restrictions on transfers that would limit liquidity, and any transaction costs related to, and the timing and manner of, any anticipated disposition of the investments, which could differ from the assumptions and circumstances on which the valuations are based. Accurate valuations are more difficult to obtain in times of low transaction volume because there are fewer market transactions that can be considered in the

context of a valuation. Our determination of an investment’s fair value may differ materially from the value that would have been determined if a ready market for the securities or other investments had existed and the valuations the general partners of other Client and/or Related Funds or other third parties ascribe to the same investment. Our valuation of an investment at a measurement date could also differ materially from the value that is obtained upon the investment’s exit. We may permit deviations from U.S. GAAP and/or our written valuation policies and procedures where we consider it to be appropriate, acting always in accordance with laws, regulations and rules applicable to each Client.

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”).

The structures of GP-Led Secondary Transactions are continuously evolving, and a Client’s general partner could seek to sponsor a GP-Led Secondary Transaction with features similar to, or different from, those described below. For example, a Client could seek to sell one or more portfolio investments to an investment vehicle established to purchase a portfolio investment or investments and in which investors are given the opportunity to continue their investment in the relevant assets, in whole or in part (a “Continuation Vehicle”). A Continuation Vehicle could also involve participation by us, our affiliates (including other Clients and/or Related Funds), and/or third parties, which would indirectly acquire the portion of the relevant assets relating to the interests of investors that do not seek to continue their participation in whole or in part. Depending on the elections made by the investors, the sale of an investment to a Continuation Vehicle will likely result in a Client’s general partner, us and/or our affiliates (including other Clients and/or Related Funds) disposing of their investments in the underlying assets at a different time than some or all investors and otherwise taking actions with respect to such investment that are different than the actions taken by investors that do not make the same elections. As such, a Client’s general partner, us and/or our affiliates (including other Clients and/or Related Funds) could ultimately receive a return on their share of the relevant investment that is higher than the return achieved by some or all investors in the Client. In addition, we and/or our affiliates (other than other Clients and Related Funds) likely will be entitled to receive fees in connection with the consummation of the transaction and/or in connection with continuing to hold the relevant investment through the Continuation Vehicle. With the exception of amounts that constitute portfolio fees pursuant to the Governing Documents, none of any such fees received by us or our affiliates in connection with a secondary transaction involving a Continuation Vehicle will be shared with a Client or will offset Management Fees or Performance Compensation distributions payable to us or our affiliates in respect of a Client. In the event that a Client proposes to sell any assets to a Continuation Vehicle and that sale fails to close for any reason, the Client would typically bear the broken-deal expenses relating to the proposed transaction, including fees for services that might only have accrued to the benefit of certain subsets of investors if the transaction had closed. Other types of GP-Led Secondary Transactions could present conflicts similar to or different from the conflicts of interest described above. For example, a GP-Led Secondary Transaction could be structured as a “stapled transaction” that requires secondary buyers to make contemporaneous capital commitments to other Clients and/or Related Funds, which could adversely affect the price offered to a Client and its investors. In addition, as discussed in “Allocation of Co-Investment Opportunities” above, co-investors may not necessarily receive the same liquidity options as investors in a GP-Led Secondary Transaction and may therefore be compelled to receive cash or continue to hold an interest in the investment, depending on the particular facts of the transaction. A Client’s general partner could seek to mitigate any conflicts arising out of a GP-Led Secondary Transaction through one or more of the following (or other actions appropriate based on the facts and circumstances): (i) retaining an independent advisor to identify potential institutional investors that have experience in investing in such transactions and would be arm’s-length buyers of the assets; (ii) engaging such independent advisor to conduct an extensive price discovery process designed to maximize the purchase price received directly or indirectly by the selling investors; (iii) structuring the GP-Led Secondary Transaction in a manner such that those investors interested in achieving liquidity for their investment in the Client could receive cash and those investors interested in continuing their participation in the assets could remain invested in such assets; (iv) keeping the advisory committee apprised of the progress of the sale process managed by the

independent advisor and/or consulting with or seeking the approval of the advisory committee with respect to the conflicts of interest associated with the GP-Led Secondary Transaction; (v) making available to investors substantially the same information made available to secondary buyers interested in participating in the bidding process for the GP-Led Secondary Transaction (although the amount of time to be afforded to the investors is expected to be significantly less than those afforded to secondary buyers participating in such process); and/or (vi) obtaining a fairness opinion indicating that the consideration being paid in the GP-Led Secondary Transaction is fair from a financial point of view to the Client or the investors, as applicable. Notwithstanding the foregoing, there is no guarantee that a Client’s general partner will undertake any of the foregoing actions in connection with a GP-Led Secondary Transaction (or, even if taken, that such actions will sufficiently mitigate the relevant conflicts of interest). Notwithstanding the foregoing, the general partner will retain sole and absolute discretion as to whether to exclude all (or only certain) investors from participating in any GP-Led Secondary Transaction and/or provide access to any information about any GP-Led Secondary Transaction to all (or only certain) investors. Trade Aggregation In pursuing our investment objectives, we will cause Clients to purchase and sell publicly traded securities through brokers. If we have determined to sell or purchase a publicly traded security at the same time for more than one Client, we will generally seek to combine or (“bunch”) orders for Clients because in many instances, such “bunching” of orders can result in lower commissions, a more favorable net price or more efficient execution than if each Client’s order were placed separately. There may, however, be instances in which order bunching results in a less favorable transaction than a particular Client would have obtained by trading separately. Similarly, when orders are not bunched, there may be circumstances when purchases or sales of portfolio securities for one or more Clients will have an adverse effect on other Clients. We are not obligated to place all transactions on a “bunched” basis. We generally seek to avoid putting any Client at an advantage or disadvantage compared to other Clients that are buying or selling the same security. Each Client participating in a “bunched” order generally participates at the same price as all other participants, and all transaction costs on the order are generally allocated pro rata to all participating Clients.

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.

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.

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

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.