TPG Sixth Street Partners (“TSSP”) is a global finance and investment business with approximately $28 billion in assets under management. TSSP was established in 2009 as a strategic partnership with TPG, a global alternative asset management firm with approximately $103 billion in assets under management (which we refer to, together with its affiliates, including TSSP, as “TPG”). TSSP conducts its investment management business through its subsidiary, TPG Opportunities Advisers, LLC (the “TOP Adviser”), and through a variety of other investment advisory affiliates, all of which are either wholly owned by or under common control with TSSP. This brochure is intended to cover the investment advisory activities of TSSP and all of its investment advisory affiliates, except for TSL Advisers, LLC. TSL Advisers, LLC, which is under common control with, and an advisory affiliate of, TSSP, files a separate Form ADV, and its primary investment vehicle, TPG Specialty Lending, Inc. (“TSLX”) files periodic reports with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Furthermore, and for the avoidance of doubt, this brochure is not intended to, nor does it, cover the investment advisory activities of other non-TSSP investment platforms that exist within TPG. However, various affiliates of TSSP are referenced herein in different scenarios, including in the context of conflicts of interest. Furthermore, and for the avoidance of doubt, this brochure is not intended to, nor does it, cover the investment advisory activities of other non-TSSP investment platforms that exist within TPG. However, various affiliates of TSSP are referenced herein in different scenarios, including in the context of potential or actual conflicts of interest. For purposes of this brochure, “we,” “us” and “our” refer to TSSP, together (where the context permits) with our subsidiaries that provide investment advisory services, including The TOP Adviser and those entities that serve as general partners of the Funds (as defined below). TSSP conducts its investment activities primarily through the following investment platforms:
• TOP: TSSP Opportunities Partners (“TOP”) is TSSP’s platform for pursuing actively managed global opportunistic credit, special situations and distressed investments in corporate- and real estate-backed investments. TOP seeks to purchase or originate special situations/distressed investments across credit cycles with compelling risk-reward characteristics;
• TCS: TSSP Capital Solutions (“TCS”) seeks to generate attractive returns through the purchase or origination of downside-protected credit and equity investments in late-stage growth companies;
• TAO: TSSP Adjacent Opportunities Partners (“TAO”) seeks to generate attractive returns through the purchase or origination of opportunistic, special situations and middle market direct lending investments across the credit cycle. This strategy represents a continuation and expansion of the investment activities carried out by the broader TSSP platform;
• TSLX: TSLX is a New York Stock Exchange-listed, regulated business development company (“BDC”) that focuses on middle market loan origination investment opportunities, primarily in the United States. TSLX’s investment adviser is TSL Advisers, LLC, which, as noted above, files a separate Form ADV;
• TSLE: TPG Specialty Lending Europe (“TSLE”) focuses on European middle market loan origination investment opportunities; and
• TICP: TSSP Institutional Credit Partners (“TICP”) is TSSP’s “public-side” investment platform that focuses on investment opportunities in the broadly syndicated loan, high yield and structured credit markets. TICP sponsors collateralized loan obligations (“CLOs”) as well as certain private equity style investment vehicles that invest predominantly in the CLO Equity of the CLOs managed by TICP or its affiliates (any such CLOs, “TICP- managed CLOs”). TICP also manages separately managed accounts that may pursue investment strategies substantially similar to, or different from, the TICP-managed CLOs. For a further description of TSSP’s investment strategies and investment platforms, see Item 8. Advisory Clients. As set forth below, our only advisory clients are the Funds and certain fee- paying Co-Investment Vehicles (each as defined below). In particular:
• We provide investment advisory services to private investment vehicles that are not registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”), as well as certain separately managed accounts (“SMAs”). We refer to such vehicles and accounts collectively as the “Funds.” The Funds’ investors are primarily “qualified purchasers,” as defined in the Investment Company Act, and may include, among others, high net worth individuals, banks, thrift institutions, pension and profit sharing plans, trusts, estates, charitable organizations, corporations, limited partnerships and limited liability companies. We also serve as the sponsor of entities that act as feeder vehicles into certain Funds. Additionally, in order to meet tax, regulatory or other requirements, certain investors invest in substantially the same portfolio as the applicable Funds through specially formed investment vehicles, which we also advise.
• From time to time, we also form capital around particular or multiple investment strategies or themes, or establish, on a transaction-by-transaction basis, investment vehicles, SMAs or other accounts or arrangements through which certain persons generally invest alongside one or more Funds (each, a “Co-Investment Vehicle”). When a Co-Investment Vehicle is established for a particular transaction, it generally will invest in the transaction on the same terms as the applicable Fund that also is invested in such transaction. In certain cases, Co-Investment Vehicles may also pursue, investments that are not pursued by a Fund. For purposes of this brochure, where the context permits, references to “Funds” will also be references to, or will include, Co-Investment Vehicles. Organization. The TOP Adviser was formed as a Delaware limited liability company in 2011 and is part of TSSP. The TOP Adviser’s ultimate principal owners are TPG Holdings II Sub, L.P., TPG Special Situations Partners Management Company, L.P. and TSSP HoldCo Management, LLC (which are consolidated for accounting purposes with TPG entities controlled by David Bonderman and James Coulter). Related Advisers and Related Funds. We are affiliated with a number of related investment advisers that focus primarily on different investment strategies (collectively, the “Related Advisers”), although such investment strategies overlap with ours from time to time. For purposes of this brochure, we refer to the funds and accounts managed by the Related Advisers as the “Related Funds.” See Item 11 below for information relating to how we generally address conflicts of interest related to the Related Advisers and Related Funds. Nature of Advisory Services. As an investment adviser, we identify investment opportunities and participate in the acquisition, origination, management, monitoring and disposition of investments for each Fund. We
• primarily provide investment advisory services related to credit and credit-related investments; and
• may from time to time offer advice on investment strategies in a variety of instruments, including, but not limited to, o bonds; o equities and other securities (including asset-backed and other structured securities); o loans (including bank loans and loan origination activity); o receivables; o assets; o claims; and o derivatives (including those that derive their value from the foregoing), all from a broad range of issuers, borrowers and counterparties in a broad range of markets, and in each case to the extent consistent with each applicable Fund’s investment objectives and strategies (please see “Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss” below). Advisory Services and Related Agreements. We generally provide investment advisory services to each Fund pursuant to a separate investment advisory agreement, which we refer to as an “Advisory Agreement.” Each Fund’s Advisory Agreement sets forth the terms of the investment advisory services we provide to the Fund, including any specific investment guidelines or restrictions. Investment guidelines for each Fund, if any, are generally established in its organizational or offering documents and/or side letter agreements negotiated with its investors. We provide investment advice directly to the Funds, and not individually to the investors in the Funds (which are referred to throughout this brochure individually as an “investor” and collectively as the “investors”). As described more fully in Item 11 below, we and our related entities routinely enter into side letter agreements with certain investors in the Funds providing such investors with customized terms, which often results in preferential treatment. Amount of Client Assets. As of January 1, 2019, we managed on a discretionary basis a total of approximately $28 billion of client assets. please register to get more info

Fees Generally. We establish and negotiate with investors in the applicable Fund the precise amount of, and the manner and calculation of, the advisory fees for the Fund. Such Fund’s Advisory Agreement, organizational documents, offering documents, indenture and/or other documentation, which we refer to collectively as, together with any applicable side letters, the “Governing Documents,” set forth the precise amount of, and the manner and calculation of, the advisory fees. Please see Item 11 for a description of the side letter agreements we enter into with certain investors in Funds that provide such investors with customized terms, including with respect to reduced advisory fees. We generally charge asset-based investment advisory fees (which in other contexts we commonly refer to as “management fees”) to the Funds. Advisory fees paid by a Fund are indirectly borne by its investors. Such investment advisory fees are typically deducted directly from Fund assets and are generally payable quarterly in advance. The amount of any investment advisory fee is prorated for periods of less than a full billing cycle at the beginning or end of our provision of investment advisory services, and any prepaid amount in excess of the prorated fee will be returned upon termination of our investment advisory services. To the extent the base upon which an advisory fee is charged changes during the course of the relevant period (e.g., due to an increase/reduction in actively invested capital), we generally are not required to make any adjustment, true-up or refund. As a result, we have an incentive to time the termination of the applicable Fund’s commitment period or the disposal of a particular investment in a manner that increases the aggregate amount of advisory fees we receive. Our Advisory Agreements generally impose some restrictions on a Fund’s ability to terminate the agreement. The specific restrictions vary depending on the nature of the Fund. The collateral management fees for certain Funds, namely the TICP-managed CLOs, accrue quarterly and are payable in arrears only to the extent that funds are available in accordance with the priority of payments described in a TICP-managed CLO’s indenture. Certain investors in a Fund, including, for example, the Fund’s general partner, its affiliates and certain “friends of the firm,” pay reduced or no advisory fees at our discretion (though these investors generally pay their pro rata share of certain Fund expenses). Please see Item 6 for information regarding performance-based compensation. Fund Expenses. In addition to the investment advisory fees described above,
• certain Funds reimburse us or our affiliates for certain organizational expenses, generally up to a specified cap, that are incurred in connection with the formation of the Funds and the offering of interests in them to potential investors, including o fees and expenses of counsel, including for structuring the Funds, analyzing and satisfying applicable regulatory requirements, preparing offering materials and preparing and negotiating the Governing Documents; o travel and related expenses incurred in connection with meetings with prospective investors regarding possible investments in the Funds; and o other expenses related to a Fund’s formation;
• each Fund, and hence all of its investors, also generally bears all of the expenses incurred in relation to its activities, operations, meetings and eventual liquidation (other than expenses resulting from our fraud, gross negligence or willful misconduct), including, to the extent provided in the particular Fund’s Governing Documents, expenses, costs and fees o incurred in connection with discovering, investigating, pursuing, negotiating and structuring of investment opportunities (whether or not the investment is consummated) and making investments, including, for example  fees, costs and expenses associated with the organization, operation, administration, restructuring or winding-up, dissolution and liquidation of any special purpose vehicles;  legal fees for drafting and negotiating agreements related to the making and financing of an investment, conducting due diligence and securing regulatory approvals;  fees, costs and expenses associated with Independent Advisors (as defined below) for assessing secondary loan origination investments;  fees of accountants and other professionals that provide due diligence and other services;  fees of tax specialists that advise on the optimal structuring of an investment;  fees of investment banks and related bank charges, placement, syndication and solicitation fees, arranger fees, sales commissions, investment, execution, closing and administrative fees, costs and expenses;  fees of advisors, consultants and other third-party service providers that advise, among other things, on various aspects of sourcing, investigating and pursuing possible investments, including industry and subject-matter experts;  fees relating to potential but not consummated investments, including costs that may have been allocated to prospective co-investors had the deal been consummated; and  fees and expenses related to the travel of our employees including airfare, hotel and meal expenses; o incurred in maintaining investment-related legal entities, including related accounting, tax, legal and regulatory compliance activities; o incurred in holding, developing, operating, managing, monitoring and disposing of investments; o related to the Fund’s borrowing, such as interest, commitment fees, upfront fees, legal fees and other fees and expenses; o related to conferences and other professional development activities for portfolio company executives (including those we organize); o of  custodians,  depositaries,  advisors (including Senior Advisors (as defined below)),  consultants (including, but not limited to, consulting fees incurred by a Fund for the benefit of a portfolio company),  economists,  sourcing persons,  brokers,  intermediaries,  administrators,  valuation firms,  lawyers and legal professionals,  tax professionals,  accountants,  auditors, and  other professionals for services rendered to, or for the benefit of, the Fund (regardless of whether TSSP employees have provided similar services to the Fund or Related Funds (as defined below)); o relating to advisory committee meetings and activities (or meetings and activities of a similar body), including  venue expenses,  fees, costs and expenses associated with any legal counsel or other third- party service providers or advisors, and  travel of the members of the Fund’s advisory committee (or similar body); o relating to other meetings of Fund investors in connection with the Fund, including venue expenses, and fees, costs and expenses associated with any legal counsel or other third-party service providers or advisors; o relating to the travel of our employees in connection with the Fund’s advisory committee (or similar body) or investor meetings and other Fund-related travel; o for insurance coverage, including general partner liability/director and officer insurance and crime/fidelity insurance (see “Item 11 – Allocation of Other Fees and Expenses”); o for information technology and related costs, including software costs and costs related to the development, implementation, maintenance and operation of order management, data storage, fund and portfolio accounting, treasury, reconciliation, portfolio monitoring, employee time tracking and other systems; o of net hedging expenses and interest expenses, and other execution and trading costs (including costs associated with trade errors); o relating to financing, margin calls, guarantees and similar obligations; o of any administrator or valuation expert (including in relation to calling capital from and making distributions to investors, the administration of assets, financial planning and treasury activities); o relating to administrative and accounting services (including investor information databases) and the creation of financial reports and other responses to reporting requests from investors, including the costs incurred to audit and provide access (whether through the Fund’s website or other portal) to such reports and any other related operational, secretarial or postage expenses; o relating to compliance with tax or regulatory requirements applicable to the Fund (including the preparation and delivery of Fund financial statements, tax returns and Schedule K-1s or equivalent forms) and the preparation and submission of regulatory filings, reporting or disclosures of the Fund and its affiliates (including Form PF, Form SHLA and other regulatory filings, reporting or disclosures relating to the Fund’s activities, including those with the Commodity Futures Trading Commission (the “CFTC”) and the SEC) and compliance obligations arising from the European Union’s Directive 2011/61/EU on Alternative Investment Fund Managers with respect to the Fund and anti-money laundering laws and regulations; o for litigation relating to the activities or operations of the Fund and any related judgments or settlements (including any indemnification paid pursuant to the Governing Documents); o relating to any audit, investigation, regulatory or governmental inquiry or public- relations undertaking; o relating to the representation of the Fund or its investors with respect to tax compliance or controversy matters; o relating to compliance (or testing, monitoring or ensuring compliance) with the Governing Documents; o consisting of taxes, fees or other governmental charges levied against the Fund or its subsidiaries; o relating to winding up, liquidating or dissolution of the Fund; o consisting of extraordinary expenses related to the Fund or actual or potential portfolio investments; o relating to any amendments, restatements or other modifications to the Governing Documents, including the solicitation of any consent, approval, waiver or similar acknowledgement from investors and/or the Fund’s advisory committee (or similar body) and preparation of related materials; o for clearing and settlement charges; o not specifically identified in the Governing Documents as being borne by us; and
• certain Funds reimburse us or our affiliates for certain expenses, including, among other things, expenses related to in-house services (as described below) and of employees or consultants providing operational support, regulatory or legal support, specialized operations and consulting services and similar or related services (as described below – see “Item 11 – Providers of Specialized Operational Services to Portfolio Companies”) to the Funds or their portfolio companies. These expense reimbursements are generally disclosed to investors. The Funds’ Governing Documents generally permit the Funds, subject to certain limitations, to borrow to pay the expenses described above. Some expenses are incurred on an aggregate basis for the benefit of multiple Funds, Related Funds and/or TSSP. We allocate the aggregate costs of these shared items across the applicable Funds, Related Funds and TSSP in a manner we determine to be reasonable and fair to all parties. For instance, when allocating amounts (including firm-wide insurance) to TSSP, its allocable portion may be based on some other metric and may be a fixed percentage that we determine to be reasonable and fair. In addition, some expenses incurred on behalf of one or more Funds may benefit other Funds, Related Funds or TSSP more broadly. For example, information TSSP obtains in connection with a Fund’s research, due diligence and investment activities will be valuable to other Funds and Related Funds. Such expenses will generally be allocated among the relevant Funds and Related Funds or other entities in proportion to the relative usage of, or the benefit derived from, applicable products, tools or services, based on either the actual or expected participation in the deal to which the expenses relate or, for non-deal-specific expenses, some other metric that we determine to be reasonable and fair under the circumstances, considering such factors as we deem relevant, but in our sole discretion. Such allocations will be discretionary and may not accurately reflect the benefits that all entities received from such research or investigations. Furthermore, tools and resources developed at a Fund’s expense will be the intellectual property of TSSP and not the Fund. TSSP may license or sell its intellectual property to third parties in the future, and the relevant Fund will not benefit from such license or sale. For information on brokerage practices, see Item 12 below. Certain In-House Services. Certain Funds pay or reimburse us for the fees, costs and other expenses related to certain legal, regulatory, tax, accounting, information technology and similar services provided to such relevant Funds by us or an affiliate (including an allocable portion of personnel and related overhead expenses) if certain conditions are met, which generally include:
• we reasonably believe it is in the Fund’s best interests to have in-house personnel perform such services; and
• 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. While we will retain a significant amount of discretion in determining whether, how and to what extent the Funds are responsible for fees, costs or other expenses in connection with any particular in-house service that is provided, the amount of such fees, costs and expenses that are borne collectively by the Funds on an annual basis will typically be subject to a cap, and we must disclose the amount of such fees, costs and expenses in our annual financial reports to the relevant vehicle’s limited partners. Fees for Services Provided to Portfolio Companies. In addition, we or our affiliates, including the general partners of the Funds, from time to time receive fees related to the making or origination, disposition or management of portfolio investments by the Funds (“Related Services”), including:
• monitoring fees;
• directors’ fees;
• financial consulting fees;
• advisory fees;
• arranging fees;
• underwriting fees;
• syndication fees;
• origination fees;
• agency fees;
• amendment fees;
• origination fees that are not received by a Fund for distribution to its investors;
• break-up fees received in connection with the termination, cancellation or abandonment of a potential investment; and
• any other fees earned on or relating to the making or origination, disposition or management of portfolio investments. The fees for Related Services can adversely affect the performance of a Fund’s portfolio investment. The fees are not necessarily negotiated on an arm’s-length basis and are generally paid in cash. For example, private equity firms, including some of our affiliates, typically charge a portfolio company monitoring fees that are equal to a percentage of its earnings, and certain other costs, such as travel costs, pursuant to a management services agreement. Certain circumstances (such as the occurrence of an initial public offering or a sale) may result in the acceleration of the payment of a portion of such fees or may result in the payment of other exit, performance-based or termination fees. TSSP may benefit from such fees in certain circumstances, including, for example, to the extent that the Funds co-invest with Related Funds or other private equity funds that charge such fees. Although these fees for Related Services are in addition to the advisory fees, we generally are required to reduce the amount of advisory fees paid by the applicable Fund by an amount equal to 100% of such fees for Related Services, as set forth in the Governing Documents of the applicable Fund. However, a Fund will, in most cases, only benefit with respect to its allocable portion of any such fee and not the portion of any fee allocable to another entity, including, if applicable, a Co-Investment Vehicle. As some Funds do not pay advisory fees (e.g., certain Co-Investment Vehicles), we will retain fees for Related Services received from such Funds without reduction. In addition, since we and our affiliates generally will not be required to pay advisory fees, the amount of any transaction fees that would otherwise be allocable to offsetting those advisory fees will instead be retained by us or the applicable general partner and will not offset the advisory fee payable by third party investors of a Fund. Certain fees and reimbursements are generally not considered fees for Related Services under the terms of the applicable Governing Documents, and are not subject to the reduction arrangements described above. These amounts include:
• any amounts paid by portfolio companies for reimbursement for any out-of-pocket costs and expenses (including travel expenses, which include expenses for business or first class travel, “black car” transportation and meals (including late night meals consumed at times when not traveling) and entertainment-related expenses) we incur in connection with a transaction or our performance of services for such portfolio company, whether or not these expenses would be payable by a Fund if not for such reimbursement;
• a portion of a transaction or other fee received from an actual or prospective portfolio company that we in our sole discretion agree to pay to a third party, such as a consultant, advisor, Senior Advisor (which, as discussed in further detail in Item 11 below, are consultants who generally have established industry and/or regional expertise and are available to assist us with transaction sourcing, due diligence, valuation, structuring, consulting and similar matters), finder, broker and/or investment bank (as the third-party fee is not a fee that we are entitled to retain);
• any profits interests or other compensation or amounts payable by a portfolio company or a Fund 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 TSSP;
• any underwriting, arranging or private placement discounts, fees or commissions payable to TSSP BD, LLC (“TSSP BD”) or TPG Capital BD, LLC (“TPG BD”), our broker-dealer affiliates (collectively, the “BD Affiliates”) (as described below – see “Item 5 – Fees Received by the BD Affiliates”);
• the portion of any fee allocable to a co-investor or other Fund or Related Funds (even if it is received by a Fund or any of its affiliates);
• reimbursement payments from portfolio companies for Specialized Operational Services (as described below – see “Item 11 – Providers of Specialized Operational Services to Portfolio Companies”);
• reimbursement payments from Funds in respect of in-house services (as described above); and
• any amounts paid by a platform company to its management team (as described below – see “Item 11 – Platform Companies”). We and our affiliates also engage and retain Senior Advisors, advisors, consultants and other similar professionals as independent contractors who, from time to time, receive payments from, or allocations with respect to, portfolio companies, Funds and/or other entities. In such circumstances, such amounts generally will not be deemed paid to or received by us and our affiliates and such amounts will not be subject to the offset arrangements described above. We describe these relationships further below. See “Item 11 – Conflicts Relating to Activities and Compensation of TPG Operations Professionals,” “Item 11 – Conflicts Relating to Activities and Compensation of Senior Advisors” and “Item 11 – Activities and Compensation of Other Third Parties.” In addition, certain transaction fees that are treated other than as compensation for services for U.S. tax purposes, as determined by us, that are received and retained by the Funds, or received by us or a designated affiliate and then paid to the Funds and distributed to the partners as current income, will not be subject to the offset arrangements described above. The ability to receive fees that do not offset the advisory fees gives us an incentive to maximize the amount of these fees and to cause Funds to make investments that could generate such fees even if we otherwise would not have caused Funds to make such investments in their absence. Co-Investment Vehicles. In certain cases, a Co-Investment Vehicle or other co-investors will evaluate a potential investment alongside a Fund. 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 Fund, and the vehicle generally bears its pro rata portion of expenses incurred in the making of an investment. However, if the potential investment is not consummated, the full amount of any expenses relating to the potential but not consummated investment (including reverse termination fees, extraordinary expenses such as litigation costs and judgments and other expenses) will typically be borne entirely by the Fund or Funds we select as proposed investors for such investment, rather than the Co-Investment Vehicle or other co-investor. See “Item 11 – Allocation of Fees and Expenses for Broken Deals” for more information. With respect to Co-Investment Vehicles, any fees we receive, and expenses borne by the Co- Investment Vehicle, are generally negotiated on a vehicle-by-vehicle basis, but sometimes include asset-based fees and expense reimbursements or non-advisory administrative fees similar to those described above for the Funds. Fees Received by the BD Affiliates. The BD Affiliates, which we describe below in Item 10, are broker-dealers individually registered with the SEC and each is a member of the Financial Industry Regulatory Authority (“FINRA”). The BD Affiliates and other affiliates of ours receive fees, commissions and/or other compensation in respect of the activities described below in Item 10. Funds generally will not have the right to share in, or have advisory fee offsets for, any compensation received by the BD Affiliates. A BD Affiliate will only serve as a broker-dealer in a transaction for a Fund if we determine it is consistent with our fiduciary duties. For a description of material conflicts of interest created by our relationships with the BD Affiliates, please see Item 11 below. Leveraged Procurement. Additionally, certain portfolio companies of Funds may also be counterparties or participants in agreements, transactions or other arrangements that involve payments, discounts, reimbursements or other benefits to us or our affiliates. For example, we afford certain portfolio companies the option to participate in a program with us, our affiliates and other portfolio companies pursuant to which one of our affiliates negotiates favorable procurement arrangements. We and our affiliates, together with participating portfolio companies, receive the favorable procurement terms, which we are able to secure due in part to the involvement of TPG portfolio companies. This program is a Specialized Operational Service provided to participating portfolio companies, and therefore our affiliates receive reimbursements designed to cover some or all of the cost of administering the program through the method described in “Item 11 – Providers of Specialized Operational Services to Portfolio Companies” and such reimbursements are not subject to advisory fee offsets or otherwise shared with the Funds. Because the cost of administering this program is shared among our affiliates and the participating portfolio companies, we may disproportionately benefit from it by utilizing the favorable procurement arrangements to a greater degree than any of the participating portfolio companies and as a result of not all of the portfolio companies availing themselves of the benefits. please register to get more info

The Funds (other than CLOs) generally allocate a portion of their investment profits to their general partners, which are affiliated with us, as a carried interest, as set forth in each Fund’s Governing Documents. CLOs generally allocate a portion of their excess cash flow above a hurdle rate to their investment advisers in accordance with the relevant CLO’s indenture and Advisory Agreement. Co-Investment Vehicles also, in some cases, allocate a portion of their investment profits to their general partners, which are affiliated with us, as a carried interest, as set forth in the relevant organizational documents for each Co-Investment Vehicle. There is a reduced allocation or no allocation of carried interests or excess cash flow, as applicable, with respect to certain investors in certain Funds, including, for example, the Fund’s general partner, its affiliates and certain “friends of the firm.” The allocation of carried interests or excess cash flow, as applicable, 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 that make carried interests or excess cash flow allocation at a higher rate (or subject to a lower hurdle rate), or to allocate investment opportunities to such Funds. However, as described above, performance compensation and advisory fees are not charged to all Funds. The variation of compensation structures among Funds creates an incentive for us to disproportionately allocate time, services or functions to Funds that pay or allocate performance compensation (or higher performance compensation) or advisory fees (or higher advisory fees), or to allocate investment opportunities to such Funds. Since the amount of carried interest allocable to a Fund’s general partner depends on the Fund’s performance, we have an incentive to approve and cause the Fund to make more speculative investments than it would otherwise make in the absence of such performance-based allocation. We also have an incentive to dispose of a Fund’s investments at a time and in a sequence that we believe would generate the most carried interest, even if it would not be in the Fund’s interest to dispose of the investments in that manner. In addition, recently enacted tax reform 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. This creates an incentive for us to hold a Fund’s investments for longer periods in order for the gain from their dispositions to qualify for capital gain treatment under the new carried interest rules, even if it would be in the Fund’s interest to hold the investments for shorter periods. See Item 11 below for additional information relating to how we generally address conflicts of interest. To mitigate the aforementioned conflicts, 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 it deems relevant, but in its sole discretion. please register to get more info

See “Item 4 – Advisory Business.” please register to get more info

As described in Item 4 above, TSSP conducts its investment activities primarily through its TOP, TCS, TAO, TSLX, TSLE and TICP investment platforms. The methods of analysis, investments strategies and risk of loss for each such investment platform (other than TSLX) and for the broader TSSP platform, are described below. As described in Item 4 above, TSLX’s investment adviser (TSL Advisers, LLC) files a separate Form ADV, and TSLX files periodic reports with the SEC under the Exchange Act. Methods of Analysis and Investment Strategies with Respect to TOP TOP seeks opportunistic credit, special situations and distressed investments across the credit cycle by targeting deep value opportunities with embedded complexity that are difficult to source, analyze or execute. TOP seeks top-down investment themes in dislocated sectors as well as bottom-up opportunities where it can exploit idiosyncratic or secular issues to structure investments with a skewed risk-adjusted return profile. Corporate Distressed-For-Control Some of the Funds managed and/or advised by TOP (the “TOP Funds”) seek to invest globally in opportunities throughout the capital structure at a deep discount to intrinsic value where we believe the most attractive risk-adjusted returns exist. This will often mean that the focus of the TOP Funds’ distressed-for-control investments will be in instruments with a high probability of converting into equity following a restructuring. These types of investments can be accessed via single name purchases or larger portfolio transactions. They often occur in instances where we can capitalize on structural and short term volatility, including, for example, in sectors being disrupted by new technologies, new regulations, or commodity cycles. In addition to purchasing investments at discounts to intrinsic value, certain TOP Funds seek situations where we believe we can enhance value creation by leading the restructuring process and improving operations post- restructuring. We believe our differentiated capabilities (sector expertise, local market presence and depth, and ability to create value through active ownership) enhance our credibility as a counterparty in the eyes of companies and their various stakeholders and permit us to take the driver’s seat both during and following a restructuring process. Asset Special Situations Asset Special Situations involve the acquisition of non-performing or sub-performing, or orphaned loan portfolios as well as the acquisition and development of asset management, servicing and originations businesses, predominantly in the U.S. and Europe. We have actively pursued opportunities in varying geographies as financial stress has migrated across regions. Historically, we have purchased loan portfolios directly from commercial banks or financial institutions at discounts to current market values of the underlying assets. We believe that many of these financial institutions have not dedicated adequate staffing to servicing delinquent and non- performing loans, particularly with respect to smaller balance assets. The key barriers to entry to being a repeat, credible purchaser in this market are:
• reliable non-performing loan servicing capabilities;
• direct sourcing channels into commercial banks; and
• tight control of risk management practices from underwriting to value enhancement. Additionally, commercial banks are often incentivized to work with repeat buyers such as the TOP Funds, which are fair, efficient and discreet. To support our Asset Special Situations business, we have at times built, acquired and/or worked with asset sourcing and servicing platforms. Fees and expenses related to such platforms are generally charged directly to, or recoverable from, those Funds that utilize, or are reasonably expected to utilize, relevant service providers. Corporate Dislocations We, through certain TOP Funds, seek to provide solutions to companies experiencing some form of distress or dislocation, or to companies confronted with an idiosyncratic issue. These are opportunities for us to find an angle for creating attractively valued positions during periods of structural or short-term volatility. Dislocations may include:
• excessive balance sheet leverage;
• lack of access to capital;
• company-specific operational problems;
• poor management; and
• structural changes in an industry caused by innovation, regulatory change, or other macroeconomic factors. We seek to identify these areas of acute dislocation globally and across core sectors that will enable us to pursue investments from distressed sellers or provide creative, structured solutions. We believe our ability to identify and execute on these off-market Corporate Dislocations will enable us to add to the TOP portfolio positively skewed investments that are relatively uncorrelated to macroeconomic conditions. By its nature, this opportunity set is difficult to define or predict, and will change over time. However, key characteristics of these dislocations include:
• structural changes in a sector that create a large unmet economic need;
• flight of traditional capital providers (including banks and hedge funds) creating a supply/demand imbalance due to illiquidity, market shocks, negative perception of sectors, or poor regulatory capital treatment of the asset class; and
• complexity in accessing or analyzing the asset class. Methods of Analysis and Investment Strategies with Respect to TCS TCS expects to invest across three major “hunting grounds”: (i) growth debt, (ii) downside- protected structured equity and (iii) stapled solutions, which are a hybrid structure combining aspects of Growth Debt and Structured Equity. Growth Debt “Growth Debt” will be comprised of debt investments, including loan origination investments and secondary loan investments, in late-stage growth companies that choose not to access traditional lenders because of their value-enhancing strategic objectives. In Growth Debt, we will focus on businesses that have reached critical mass and are beyond the “venture lending” stage of funding. That typically means revenue-generating businesses with strong unit economics that would generate cash flow to service our loan if not for their continued investment in growth, typically through investments in sales, marketing, R&D, product development or capital expenditures. We target late-stage growth companies which have these secondary forms of repayment, while avoiding venture stage companies that do not. Structured Equity “Structured Equity” focuses on investments that include structural features consistent with our focus on downside protection, including redeemable, participating, or convertible preferred equity. Downside protection levers may include liquidation preferences, dividends, conversion ratchets, board representation, or security-specific negative controls such as approval over capital raises, budget approvals, and restricted payments. Stapled Solutions “Stapled Solutions” are hybrid financing structures that combine aspects of Growth Debt and Structured Equity. Consistent with the TCS objective to providing bespoke financing solutions, Stapled Solutions span the full breadth of the capital structure. A company’s alternative to a Stapled Solution from us would likely include negotiating disparate senior and junior capital raises with at least two, and likely more than two, investors. Methods of Analysis and Investment with Respect to TAO Adjacent Opportunities Some of the Funds managed and/or advised by TAO (the “TAO Funds”) invest in opportunities sourced across our platform that offer attractive risk/reward characteristics but do not fit the investment mandates of the TOP Funds due to a non-control orientation, duration or other considerations, or the mandates of TSLX and TSLE due to the nature of the transaction. These “Adjacent Opportunities” have three primary areas of focus:
• Defensive Yield: Defensive Yield transactions are non-distressed situations where the outcome, as underwritten in our base case, has minimal correlation to the macroeconomic environment. These transactions often generate current yield, have a relatively longer duration and are generally sourced through proprietary relationships.
• Stressed Opportunities: Stressed Opportunities represent stressed asset and corporate situations where we believe we have a differentiated angle.
• Distressed Non-Control: Distressed Non-Control transactions consist of opportunistic purchases of distressed non-control investments at a deep discount to fundamental value, where there is a low probability of gaining a control position. Crossover Opportunities and Crossover Investments As part of its core investment strategy, TAO pursues “Crossover Opportunities” or “Crossover Investments,” whereby the TAO Funds will co-invest with other Funds in deals that are originated by, or on behalf of, such other Funds, but where there is excess opportunity available for the TAO Funds. Crossover Opportunities with the TOP Funds may include large, nonperforming loan portfolios, global rescue financings and large cap distressed-for-control investments. Crossover Opportunities with TSLX and/or the TSLE Funds may include North American and European direct lending investments, respectively. The TAO Funds also pursue co-investments with other Funds in certain liquid instruments, such as corporate bonds and syndicated bank debt, which have yield and maturity characteristics that TAO finds attractive. Methods of Analysis and Investment with Respect to TSLE TSLE seeks to engage in the direct origination of European middle market credit investments, focusing primarily on top of the capital structure, secured, floating-rate investments in companies with enterprise values ranging from $50 million to $300 million and that are typically unable to access other markets due to the size of their capital needs. These investments will include first lien loans, which consist of “uni-tranche” loans and standalone first lien loans, standalone second lien loans, mezzanine loans and structured equity, and selective investments in equity through warrants and other instruments, in most cases taking such upside participation interest as part of an overall lending relationship. Methods of Analysis and Investment with Respect to TICP TICP sponsors CLOs as well as certain private equity style investment vehicles that invest predominantly in the CLO Equity of the TICP-managed CLOs. TICP also manages SMAs that may pursue investment strategies substantially similar to, or different from, the TICP-managed CLOs. In pursuing its investment strategy, TICP invests, directly or indirectly, in broadly syndicated loans, including by acquiring and holding:
• the most subordinated tranches of debt or equity, which tranches are typically one or more of the most subordinated interests entitled to the residual cash flows and are intended to be treated as equity for U.S. federal income tax purposes (“CLO Equity”), of TICP-managed CLOs;
• the debt tranches of TICP-managed CLOs;
• equity capital contributed directly or indirectly as collateral to a warehouse facility entered into in order to aggregate assets prior to the closing of a TICP-managed CLO;
• CLO Equity of CLOs not managed by TICP or its affiliates (“Third-Party CLOs”);
• the debt tranches of Third-Party CLOs; and
• loans, bonds, and other debt instruments. TICP aims to construct diversified portfolios of leveraged loans for TICP-managed CLOs, while working to mitigate credit risk through diligent credit underwriting and active monitoring of existing positions. In addition, the TICP-managed CLOs’ indentures include covenants to maintain certain asset ratings and industry concentrations, and also require ongoing compliance with over-collateralization and interest coverage tests. TSSP and TPG have established an information barrier to manage the communication of material non-public information between TICP and non-TICP personnel. This information barrier permits TICP to continue business activities even when a non-TICP investment platform within TPG possesses material non-public information, and vice versa. For example, when a non-TICP investment professional receives material non-public information regarding a particular company, the TICP information barrier is designed to prevent that information from being transmitted to TICP personnel, except in very limited and controlled circumstances. Material Risks of Significant Investment Strategies The investment strategies described above, and other strategies that Funds pursue, involve a substantial degree of risk, and the Funds may lose all or a substantial portion of the value of their investments. Material risks relating to the investment strategies and methods of analysis described above are described in more detail in the applicable Fund’s offering documents and our representatives are available to discuss with potential investors the risks involved in the strategies that Funds pursue. Such material risks include those set forth below. Loans. Certain Funds invest in fixed- and floating-rate loans, which investments will be originated or acquired either directly or indirectly by way of loan participations and assignments of portions of such loans. If a Fund engages in loan originations, the Fund will generally acquire all of the rights and obligations relating to the loan and be entitled to exercise these rights directly against the borrower or issuer, but may be forced to hold its excess interest in loans if it is unable to sell or assign participations in such loans, leading to over-concentration in certain borrowers. Participations in commercial loans may be secured or unsecured. Loan participations typically represent direct participation in a loan to a corporate borrower, and generally are offered by banks or other financial institutions or lending syndicates. Certain participation interests in which a Fund invests are not rated by any nationally recognized rating service. Participations and assignments are subject to a number of risks, including credit risk, interest rate risk, liquidity risk and the risks of being a lender. When purchasing loan participations, a Fund assumes the credit risk associated with the corporate borrower and typically assumes the credit risk associated with an interposed bank or other financial intermediary. In addition, if a Fund is only able to enforce its rights through the lender, it would assume the credit risk of the lender in addition to the borrower. Furthermore, such investments are subject to unique risks, including:
• the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws;
• so-called lender-liability claims by the issuer of the obligations;
• environmental liabilities that may arise with respect to collateral securing the obligations; and
• limitations on the ability of a Fund to directly enforce its rights with respect to participations. Successful claims by third parties arising from these and other risks will be borne by a Fund. Certain Funds originate or acquire subordinated loans. If a borrower defaults on a Fund’s loan or on debt senior to a Fund’s loan, or in the event of a borrower bankruptcy, a Fund’s loan will be satisfied only after the senior debt is paid in full. When debt senior to a Fund’s loan exists, the presence of intercreditor arrangements would limit a Fund’s ability to amend its loan documents, assign its loans, accept prepayments, exercise its remedies (through “standstill periods”) and control decisions made in bankruptcy proceedings relating to borrowers. Distressed Assets. Certain Funds invest a portion of its assets in distressed assets and portfolios of distressed assets, including non-investment grade obligations of U.S. and foreign companies (including companies in significant financial or business difficulties) including companies involved in bankruptcy or other reorganization or liquidation proceedings, which will in most cases be unrated or non-investment grade and accordingly may be exposed to distressed lending risks, including speculation with respect to a borrower’s or issuer’s capacity to pay interest and repay principal. While it is intended that due diligence will be conducted on borrowers and issuers to assess whether or not such borrowers or issuers may be distressed, there is no guarantee that borrowers or issuers will not become distressed after such due diligence is conducted, or that the results of such due diligence will highlight whether the relevant borrower is in financial distress. Investments in borrowers or issuers that have become financially distressed involve significantly greater risks than investments in non-distressed borrowers or issuers, and financially distressed borrowers or issuers may be unable to fulfil their payment obligations under the loan in full or at all. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies experiencing significant business and financial difficulties is unusually high. Troubled company and other asset-based investments require active monitoring and may, at times, require participation in the borrower’s business strategy or in reorganization proceedings by the Funds. To the extent that the Funds become involved in such proceedings, the Funds may have a more active participation in the affairs of the company than that assumed generally by an investor. In addition, involvement by the Funds in an issuer’s reorganization proceedings could result in the imposition of restrictions limiting the applicable Fund’s ability to liquidate its position in the issuer. Non-Performing Debt. Certain loans or debt instruments originated or purchased by a Fund are or may become non-performing and possibly in default. The obligor or relevant guarantor of certain debt instruments is often in or will enter into bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to such loans or debt instruments. Potential Lack of Diversification. While diversification is generally a Fund objective, there is no assurance as to the degree of diversification that will actually be achieved in a Fund’s investments. Because a substantial portion of certain Funds’ committed capital could be invested in a single portfolio company or asset, a loss with respect to any single portfolio investment could have a significant adverse effect on a Fund’s returns. Co-Investment Vehicles formed for the purpose of pursuing a particular investment strategy or a particular transaction will be particularly exposed to the legal and financial risks associated with that strategy or transaction, as applicable, and generally will not be able to achieve a level of diversification comparable to the Funds. Even if a Fund achieves significant diversification, such diversification would not necessarily provide meaningful risk control and may reduce a Fund’s profit potential. Illiquidity. We expect the Funds to invest in securities, bank debt and other claims, and other assets that are subject to legal or other restrictions on transfer or for which no liquid market exists. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable, and a Fund at times will not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. In addition, a Fund may face other restrictions on its ability to liquidate an investment in a portfolio company to the extent that it holds a significant portion of a company’s instruments or if it or an affiliate holds material non- public information regarding that company. The sale of restricted and illiquid assets often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over- the-counter markets. There can be no assurance that a Fund will be able to dispose of its investments at the price and at the time it wishes to do so. Market Conditions and Financial Market Fluctuations. Market and economic conditions throughout the world materially affect a Fund’s investments. These conditions include
• interest rates;
• availability and terms of credit;
• credit defaults;
• inflation rates;
• economic uncertainty;
• changes in laws;
• regulatory interventions and changes in regulation;
• changes in fiscal and monetary policies;
• trade barriers;
• commodity prices;
• currency exchange rates and controls; and
• changes in national and international political, environmental and socioeconomic circumstances. Difficult market conditions also adversely affect a Fund and its returns by reducing the value or performance of its investments or by reducing its ability to raise or deploy capital. In particular, the value of loans or debt instruments held by a Fund may be adversely affected by the financial condition of the underlying borrowers or issuers, the industry in which the borrower or issuer operates, general economic or political conditions, interest rate fluctuations, the condition of the debt trading markets and certain other financial markets or the early prepayment of the loan or a default of the borrower or issuer. In addition, our view of macroeconomic conditions influences our investment approach and investment decisions. If our beliefs regarding market conditions turn out to be incorrect, investments made based on a certain expectation as to how the market will perform in the future may perform worse than anticipated, or we have chosen not to make investments which, if made, would have performed well. In particular, our views and beliefs regarding the credit markets may prove to be incorrect and, among other things, structural changes or other events which we believe may to lead to significant disruptions in credit markets or otherwise result in market dislocations and periods of heightened volatility during a Fund’s term may not materialize, or may not have the impact that we anticipate. In such circumstances a Fund may invest during a placid or otherwise unfavorable investment environment given their investment strategy, and as a result the Funds may be unable to deploy capital as quickly, in the amounts or in the strategies anticipated, and investors’ returns may be negatively impacted as a result. Political Uncertainty. It is unclear what changes governments around the world will enact and how they will impact us, the Funds, the Funds’ investments and the Funds’ investors. Uncertainty around future political, legislative or administrative developments may cause volatility in the U.S. or global economies and financial markets more generally, which in turn may have an adverse effect on the values of the Funds’ investments and on the Funds’ ability to execute their investment strategies. While the Funds and their investment programs stand to benefit from certain potential regulatory changes, other potential changes may adversely affect the Funds. Changes in the Political Environment of the United Kingdom and Europe. The global economy may be adversely affected by changes in the political environment of the United Kingdom and Europe following the result of the United Kingdom’s referendum on June 23, 2016 calling for the United Kingdom to withdraw from the European Union (“Brexit”). The U.K. government gave notice of the United Kingdom’s withdrawal from the European Union, triggering negotiations to provide for the United Kingdom’s exit from the European Union and determine the terms of the United Kingdom’s relationship with the European Union, including the terms of trade between the United Kingdom and both the European Union and other countries with which the United Kingdom previously traded on the basis of agreements concluded with the European Union. Although the full impact of Brexit cannot be predicted, Brexit could have a significant adverse impact on the United Kingdom, European and global macroeconomic conditions and could lead to prolonged political, legal, regulatory, tax and economic uncertainty. Brexit’s continuing or future macroeconomic impact could adversely affect the value of the Fund’s portfolio investments and ability to access markets and limit the Fund’s investment opportunities. In particular, difficult market conditions caused by Brexit (including volatility in global stock markets and currency exchange rates) could limit investment opportunities in both the United States and the United Kingdom to the extent that financing for portfolio investments is not available or is available only on unfavorable terms, underlying borrowers or issuers of potential or actual portfolio investments are unwilling or unable to raise capital as a result of Brexit’s macroeconomic effects or if macroeconomic conditions adversely impact the financial condition of such borrowers or issuers, or if potential sellers or other counterparties are unwilling to enter into potential transactions with the Fund as a result of continuing market uncertainty. In addition, the United Kingdom’s immigration policy following Brexit (in respect of nationals of both the European Union and other countries) remains subject to significant uncertainty. Many of TSSP’s Europe-focused investment professionals are currently based in London, England and the adoption of any new immigration policies in the United Kingdom or other jurisdictions may adversely affect TSSP’s ability to attract and retain professionals. Competition for Investments. The Funds compete for investment opportunities with various other entities or organizations that have similar investment objectives or strategies. Potential competitors include other investment funds, business development companies and financial investors and other public and private entities, including commercial banks, commercial financing companies and insurance companies investing directly or through affiliates. Certain of these entities possess competitive advantages over a Fund, including:
• greater financial, technical, marketing and other resources;
• higher risk tolerances;
• different risk assessments;
• lower return thresholds;
• lower cost of capital; and
• access to funding sources unavailable to a Fund and an ability to achieve synergistic cost savings in respect of an investment. Such competitors may also have licenses or other regulatory authorizations, approvals or statuses in relevant jurisdictions that are not available to, or may not be obtained by, the Funds, and thus may allow such competitors to pursue investment opportunities not available to the Funds. In addition, a large number of private investment funds have been formed over the past several years, and many recently formed and existing private investment funds are able to call substantial amounts of unused capital commitments, resulting in a significant amount of capital available for investment in such opportunities. The Funds may lose investment opportunities if they do not match these competitors’ pricing, terms and structure. If the Funds do match these competitors’ pricing, terms and structure, however, they may experience decreased returns and increased risk of loss. For a description of how we allocate investments among Funds that may compete for the same opportunities, see “Item 11 – Allocation of Investment Opportunities.” Non-Controlling Investments. Funds typically hold debt instruments or other securities that do not entitle the Funds to voting rights. To the extent one or more Funds own a voting interest in an operating company, it would typically be a non-controlling interest. In these cases, the Fund has a limited ability to protect their investments in a portfolio company. If appropriate given the Fund’s ownership stake, the Fund may negotiate representation on the board of directors of a portfolio company or appropriate minority shareholder and supervisory rights to protect the Fund’s investment. However, there can be no assurance that these measures will give the Fund the influence it would need to protect its investment. As a result, the Fund will be subject to the risk that a portfolio company 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 company may take risks or otherwise act in ways that are adverse to the Funds’ interests. Liquidity constraints could preclude the Fund from disposing of its investments in a timely manner in the event that it disagrees with the actions of such portfolio company, and may therefore suffer a decrease in the value of its investment. Third Party Involvement. A Fund may co-invest with third parties through joint ventures or other entities and as part of a syndicate. Such investments may involve risks in connection with such third- party involvement, including the possibility that a third-party co-investor, co-venturer or syndicate member may have financial, legal or regulatory difficulties, resulting in a negative impact on such investment, may have economic or business interests or goals which are inconsistent with those of the Funds or may be in a position to take (or block) action in a manner contrary to a Fund’s investment objective. In addition, a Fund may in certain circumstances be liable for the actions of their third-party co-investors, co-venturers or syndicate members. In circumstances in which such third parties involve a management group, such third parties may receive compensation arrangements relating to such investments, including incentive compensation arrangements or fees based on the value of assets managed. Controlling Interests and Provision of Managerial Assistance. Because of its equity ownership, representation on the board of directors and/or contractual rights (if applicable), a Fund may control, participate in the management of or influence substantially the conduct of a portfolio company. The designation of our professionals or advisors as directors and the exercise of control over a company 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 Fund may suffer a significant loss, exposing the assets of the Fund to claims by a portfolio company, its other security holders, its creditors or governmental agencies, which may exceed the value of the Fund’s initial investment in that portfolio company. While we intend to reduce exposure to these risks to the extent practicable, the possibility of successful claims cannot be precluded. In addition, the provision of managerial assistance to a portfolio company could result in a Fund being characterized as a “trade or business” for purposes of controlled group liability under the Employee Retirement Income Security Act of 1974 (“ERISA”), and, in cases where a Fund has a significant ownership interest (generally 80% or more) in such portfolio company, there is a risk that the Fund and any portfolio company could be subject to controlled group liability under ERISA. These liabilities generally include funding obligations to single-employer pension plans and withdrawal liability from union-sponsored multiemployer pension plans. In July 2013, the U.S. Federal Court of Appeals for the First Circuit held that the portfolio company management activities of a private equity fund could cause the fund to be regarded for ERISA controlled group liability purposes as engaging in a “trade or business” (the “2013 Sun Capital Case”). Further, in March 2016, the U.S. District Court for the District of Massachusetts held that affiliated private equity funds investing in the same portfolio company may form a “partnership-in-fact.” The District Court found that the affiliated funds forming the de facto partnership would be subject to controlled group liability if the funds together held 80% or more of the portfolio company in question (together with the 2013 Sun Capital Case, the “Sun Capital Cases”). Although the impact of the holdings in the Sun Capital Cases is unclear, the possibility of trade or business characterization remains a risk for the Funds, especially in the First Circuit. Furthermore, the ownership interest of a Fund in some or all of its portfolio companies could be sufficient to create a controlled group relationship, especially if the ownership interests of Related Funds and/or parallel funds are aggregated when applying the controlled group ownership tests. Although many practitioners believe that such aggregation should not be required, there is some risk that a court might find otherwise, especially in the District of Massachusetts. Middle Market Companies. Certain Funds expect to invest in middle market companies. Investing in middle market companies involves a number of significant risks, including:
• that such companies tend to have more limited financial resources and may be unable to meet their obligations under their debt securities that the Fund holds, which at times is accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of the Fund realizing any guarantees the Fund may have obtained in connection with its investment;
• that such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;
• that such companies are more likely to depend on the management talents and efforts of a small group of persons;
• that such companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;
• that such companies may have less publicly available information about their businesses, operations and financial condition and, if the Fund is unable to uncover all material information about these companies, the Fund may not make a fully informed investment decision;
• that such companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity; and
• typically the liquidity of debt issued may be significantly more limited than is typical of larger companies and the Fund may be subject to price volatility or face difficulties exiting investments. Debt Securities and Private Debt Instruments. Certain Funds invest in debt securities and private debt instruments of unrated or non-investment grade companies, including:
• leveraged loans;
• high-yield bonds;
• senior secured bank debt;
• junior loans;
• subordinated loans;
• syndicated bridge commitments; and
• unsecured loans. 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 general market conditions. These risks are greater for investments in non-investment grade, unrated or lower credit quality debt than for investments in higher rated debt. In addition, private debt instruments have significant liquidity risks and market value risks since they are not generally traded in organized exchange markets but are traded by banks and other institutional investors. Furthermore, there may be limitations on the ability of a Fund to directly enforce its rights with respect to these types of investments, and a Fund therefore would, in addition to assuming the credit risk of the borrower, assume the credit risk associated with the lender or an interposed financial intermediary. Investments in debt would also expose a Fund to unfavorable outcomes in the event of a bankruptcy proceeding. Successful claims by third parties arising from these and other risks will be borne by a Fund. High-Yield Debt. Certain Funds invest in high-yield securities. Such securities generally do not trade on an exchange but rather in the over-the-counter marketplace, which is less transparent. In addition, certain Funds invest in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions, which could lead to the issuer’s inability to meet timely interest and principal payments. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to general economic conditions than are higher-rated securities. Companies that issue such securities are often highly leveraged and do not have available to them more traditional methods of financing. It is possible that a major economic recession could disrupt severely the market for such securities and may have an adverse effect on the value of such securities. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuer of such securities to repay principal and pay interest thereon and increase the incident of default of such securities. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuer of such securities to repay principal and pay interest thereon and increase the incident of default of such securities. Convertible Securities. Certain Funds invest in convertible securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that give the holder the right to convert or exchange the security for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles its holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics in that they generally
• have higher yields than common stocks, but lower yields than comparable non-convertible securities;
• are less subject to fluctuation in value than the underlying common stock due to their fixed- income characteristics; and
• provide the potential for capital appreciation if the market price of the underlying common stock increases. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security. Generally, the amount of the premium decreases as the convertible security approaches maturity. A convertible security frequently is subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Fund is called for redemption, the Fund will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on a Fund’s ability to achieve its investment objective. Incurrence of Additional Debt or Equity Securities. Borrowers or issuers of any portfolio investment may have, or may be permitted to incur, other debt, or issue other equity securities that rank equally with, or senior to, the Funds’ investments. By their terms, those instruments may provide that the holders are entitled to receive payment of dividends, interest or principal on or before the dates on which the Funds are entitled to receive payments in respect of their investments. These debt instruments would usually prohibit the borrower or issuer of any portfolio investment from paying interest on or repaying the Funds’ investments in the event and during the continuance of a default under the debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a borrower or issuer of any portfolio investment, holders of securities ranking senior to the Funds’ investment in that borrower or issuer typically would be entitled to receive payment in full before the Funds receive any distribution in respect of their investment. After repaying those holders, the borrower or issuer of any portfolio investment may not have any remaining assets to use to repay its obligation to the Funds. In the case of securities ranking equally with the Funds’ investments, the Funds will have to share on an equal basis any distributions with other security holders in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant borrower or issuer of any portfolio investment. The rights the Funds may have with respect to the collateral securing any junior priority loans it makes to the relevant borrower or issuer of a portfolio investment may also be limited pursuant to the terms of one or more intercreditor agreements that the Funds enter into with the holders of senior debt. Under such an intercreditor agreement, at any time that senior obligations are outstanding, the Funds may forfeit certain rights with respect to the collateral to the holders of the senior obligations. These rights may include the right to commence enforcement proceedings against the collateral, the right to control the conduct of those enforcement proceedings, the right to approve amendments to collateral documents, the right to release liens on the collateral and the right to waive past defaults under collateral documents. The Funds may not have the ability to control or direct such actions, even if as a result their rights as junior lenders are adversely affected. Default of Borrowers. Loans that the Funds will make are subject to credit, liquidity and interest rate risk. In the event of any default on the Funds’ investment in a debt obligation by the borrower, the Funds will bear a risk of loss of principal and accrued interest on the debt obligation, which could have a material adverse effect on the Funds’ investment and results of operations. An investment may become defaulted for a variety of reasons, including non-payment of principal or interest, as well as breaches of contractual covenants. Credit risks associated with the investments include (among others): (i) the possibility that earnings of a borrower may be insufficient to meet its debt service obligations; (ii) a borrower’s assets declining in value; and (iii) the declining creditworthiness, default and potential for insolvency of a borrower during periods of rising interest rates and economic downturn. A defaulted investment may become subject to workout negotiations or may be restructured by, for example, reducing the interest rate, a write-down of the principal, and/or changes to its terms and conditions. Any such process may be extensive and protracted over time, and therefore may result in substantial uncertainty with respect to the ultimate recovery on the defaulted investment, and significant costs might be incurred by the Funds. In addition, the liquidity in defaulted loans may also be limited, and to the extent that defaulted loans are sold, it is highly unlikely that the proceeds from such sale will be equal to the amount of unpaid principal and interest thereon, which would adversely affect the value of the Funds’ investment portfolio. Loans, Debt and Equity Investments. The Funds invest, and will continue to invest, in “uni-tranche” and senior secured term loans, second lien loans, and select mezzanine and/or equity investments. Uni-tranche and Senior Secured Loans. The Funds invest in senior secured loans having the benefit of a first lien on available assets of the borrower. However, there is a risk that the collateral securing such loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise, and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the borrower to raise additional capital. In some circumstances, the security underlying the Funds’ investment could become subordinated to claims of other creditors. Consequently, the fact that a loan is secured does not guarantee that the Funds will receive principal and interest payments according to the loan’s terms, or at all, or that the Funds will be able 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. Second Lien Loans. The Funds may invest in loans that are secured by a second lien on assets. Second lien loans have been a developed market for a relatively short period of time, and there is limited historical data on the performance of second lien loans in adverse economic circumstances. In addition, second lien loan and other junior or subordinated products are subject to intercreditor arrangements with the holders of first lien indebtedness, pursuant to which the second lien or junior holders have waived many of the rights of a secured creditor, and some rights of unsecured creditors, which may limit the Funds’ ability to amend their loan documents, assign their loans, accept prepayments, exercise their remedies (through “standstill periods”) and control decisions made in bankruptcy proceedings relating to borrowers, which can materially affect recoveries. While there is broad market acceptance of some second lien intercreditor terms, no clear market standard has developed for certain other material intercreditor terms for second lien loan products. This variation in key intercreditor terms may result in dissimilar recoveries across otherwise similarly situated second lien loans in insolvency or distressed situations. While uncertainty of recovery in an insolvency or distressed situation is inherent in all debt instruments, second lien loan products carry more risks than certain other debt products. In August 2007, the market for many loan products, including second lien loans, contracted significantly, which made virtually all leveraged loan products, particularly second lien loan products, less liquid or illiquid. Many participants ceased underwriting and purchasing certain second lien loan products. Although conditions have improved following the global financial crisis, there can be no assurance that such illiquidity will not reoccur with respect to loans. Mezzanine or Other Junior Debt. The Funds may make junior debt investments which 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 the Funds in the event of an insolvency. This may result in an above average amount of risk and loss of principal. Equity Investments. The Funds may include an equity component (included warrants or other instruments convertible into equity) as part of a senior secured loan or mezzanine loan. Warrants have a limited life and following their expiry they can no longer be traded or exercised. Warrants may expire worthless and/or it may be the case that at expiry the exercise price is greater than the price of the underlying security. There also may not be an active market for the warrants held by the Funds. The Funds may also invest in preferred equity securities which are subordinated to loans and other debt instruments in an issuer’s capital structure. Preferred security holders also typically have no voting rights with respect to the issuing company unless preferred dividends have been in arrears for a specified period. Equity interests may not appreciate in value and, in fact, may decline in value. Accordingly, the Funds may not be able to realize gains from the equity interests, and any gains that are realized on the disposition of any equity interests may not be sufficient to offset any other losses experienced. Debtor-in-Possession Loans. From time to time, certain Funds invest in or extend loans to companies that have filed for protection under Chapter 11 of the U.S. Bankruptcy Code. These debtor-in-possession (“DIP”) loans are most often revolving working-capital facilities put into place at the outset of a Chapter 11 case to provide the debtor with both immediate cash and the ongoing working capital that will be required during the reorganization process. While such loans are 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 federal bankruptcy court order, 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. Bankruptcies. Many of the events within a bankruptcy case 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 contrary to the interests of a Fund. Furthermore, there are instances in which creditors and equity holders lose their ranking and priority as such if they are considered to have taken over management and functional operating control of a debtor. Generally, the duration of a bankruptcy case depends, inter alia, on the applicable law in the jurisdiction of the debtor and can only be roughly estimated. The reorganization of a company usually involves the development and negotiation of a plan of reorganization, plan approval by creditors and confirmation by the bankruptcy court. This process can involve substantial legal, professional and administrative costs to the company and a Fund; it may be subject to unpredictable and lengthy delays; and during the process the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the company may not be able to reorganize and may be required to liquidate assets. The debt of companies in financial reorganization will in most cases not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental value. Such investments can result in a total loss of principal. The value of the investments held by a Fund may be impacted by various laws enacted for the protection of creditors in the jurisdictions of incorporation of the borrowers thereunder and, to the extent different, the jurisdictions from which the borrowers conduct their business and in which they hold their assets, which may adversely affect such borrowers’ abilities to make payment on a full or timely basis, or the Funds’ recovery in a restructuring or insolvency. In particular, a number of jurisdictions operate unpredictable insolvency regimes that may differ substantially from those in the United States, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. The insolvency regimes applicable in such jurisdictions result in a corresponding variability of recovery rates for senior loans, high-yield bonds and other debt obligations originated, purchased or issued in such jurisdictions, which may materially delay recovery by the Fund of amounts owed by insolvent borrowers or issuers subject to such regimes. A Fund may invest in or extend loans to companies that have filed for protection under relevant bankruptcy laws, or that may seek to reorganize under the laws of the applicable jurisdictions, and may be adversely affected if such companies’ reorganization efforts fail. In certain developing countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for purposes of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that the Funds’ influence with respect to a class of securities can be lost by the inflation of the number and the amount of claims in, or other gerrymandering of, the class. In addition, certain administrative costs and claims that have priority by law over the claims of certain creditors (for example, claims for taxes) may be quite high. We may elect to serve on creditors’ committees, equity holders’ committees or other groups to ensure preservation or enhancement of a Fund’s positions as creditors or equity holders. A member of any such committee or group may owe certain obligations generally to all parties similarly situated that the committee represents. If we conclude that our obligations owed to the other parties as a committee or group member conflict with our duties owed to a Fund, we may resign from such committee or group, and the Fund may not realize the benefits, if any, of participation on the committee or group. In addition, and also as discussed above, if the Fund is represented on a creditors’ committee or group, it may be restricted or prohibited under applicable law from disposing of its investments in such company while it continues to be represented on such committee or group. A Fund may purchase creditor claims subsequent to the commencement of a bankruptcy case. Under judicial decisions, it is possible that such purchase may be disallowed by the bankruptcy court if the court determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction (presumably at the original purchase price) or forfeiture by the purchaser. In addition, under certain circumstances, a bankruptcy court could reclaim a payment to a Fund’s distribution to its investors if the court determines that the payment or distribution is a fraudulent conveyance, preferential payment or similar transaction under applicable bankruptcy or insolvency laws. Equitable Subordination. If a lender (a) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (b) engages in other inequitable conduct to the detriment of such other creditors, (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors, or (d) uses its influence as a stockholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “equitable subordination”). A Fund does not intend to engage in conduct that would form the basis for a successful cause of action based upon the equitable subordination doctrine; however, because of the nature of debt obligations and certain Funds’ focus on “active management” of their investments, such Funds cannot provide assurance that these claims will not arise in certain jurisdictions or that they will not be subject to significant liability if a claim of this type arises. A Fund may be subject to claims from creditors of an obligor that debt obligations of such obligor that are held by the Fund should be equitably subordinated. Special Situation Financings. Certain Funds make investments in special situation financings, including event-driven situations such as recapitalizations, DIP and other financings, corporate and financial restructurings, acquisitions, divestitures, reorganizations or other situations in public or private companies that would provide a Fund with an opportunity to provide debt and/or equity financing. Such investments may be originated by a Fund and will typically be made on a negotiated basis. These investments are complicated, and an incorrect assessment of the downside risk associated with an investment could result in significant losses to a Fund. Structured Products. Certain Funds invest in CLOs, collateralized debt obligations and/or other similar securities (collectively, “Structured Products”). These include fixed pools and “market value” or managed pools of collateral, including commercial loans, high-yield and investment grade debt, structured securities and derivative instruments relating to debt. The pools are typically separated into tranches representing different degrees of credit quality, with lower rated tranches being subordinate to senior tranches. The senior tranches of Structured Products, which represent the highest credit quality in the pool, have the greatest collateralization and pay the lowest spreads over U.S. treasuries. Lower-rated tranches of Structured Products represent lower degrees of credit quality and pay higher spreads over treasuries to compensate for the attendant risks. The bottom tranches specifically receive the residual interest payments (i.e., money that is left over after the higher tiers have been paid) rather than a fixed interest rate. The returns on the junior tranches of Structured Products are especially sensitive to the rate of defaults in the collateral pool. In addition, the exercise of redemption rights, if any, by more senior tranches of Structured Products and certain other events could result in an elimination, deferral or reduction in the funds available to make interest or principal payments to the junior tranches. A Fund may invest in both senior and bottom tranches of Structured Products. In addition, there can be no assurance that a liquid market will exist in Structured Products when a Fund seeks to sell its interest therein. Also, it is possible that a Fund’s investment in Structured Products will be subject to certain contractual limitations on transfer. Securitization Vehicles. To finance investments, a Fund may securitize certain of its investments, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity (a “Securitization Vehicle”), and selling debt interests in such entity on a non-recourse or limited-recourse basis to purchasers. If a Fund creates a Securitization Vehicle, the Fund will depend on distributions from the Securitization Vehicle’s assets to enable it to make distributions to investors. The ability of a Securitization Vehicle to make distributions will be subject to various limitations, including the terms and covenants of the debt it issues. For example, tests (based on interest coverage or other financial ratios or other criteria) may restrict a Fund’s ability, as holder of a Securitization Vehicle’s equity interests, to receive cash flow from these investments. There is no assurance any such performance tests will be satisfied. Also, a Securitization Vehicle may take actions that delay distributions in order to preserve ratings and to keep the cost of present and future financings lower, or the Securitization Vehicle may be obligated to retain cash or other assets to satisfy over- collateralization requirements commonly provided for holders of the Securitization Vehicle’s debt. As a result, there may be a lag, which could be significant, between the repayment or other realization on a loan or other assets in, and the distribution of cash out of, a Securitization Vehicle, or cash flow may be completely restricted for the life of the Securitization Vehicle. In addition, a decline in the credit quality of loans in a Securitization Vehicle due to poor operating results of the relevant borrower, declines in the value of loan collateral or increases in defaults, among other things, could force a Securitization Vehicle to sell certain assets at a loss, reducing its earnings and, in turn, cash potentially available for distribution to a Fund for distribution. To the extent that any losses are incurred by the Securitization Vehicle in respect of any collateral, such losses will be borne first by a Fund as owner of equity interests. Finally, any equity interests that a Fund retains in a Securitization Vehicle will not be secured by the assets of the Securitization Vehicle and the Fund will rank behind all creditors of the Securitization Vehicle. Investments in Pooled Investment Vehicles. Pursuant to the Governing Documents, and subject to certain please register to get more info

Not applicable. please register to get more info

The BD Affiliates. Each of the BD Affiliates is a broker-dealer registered with the SEC and a member of FINRA. In terms of their operations, TPG BD and TSSP BD
• place securities and instruments issued by o certain private investment funds that we and our related entities manage individually or through our principals (with TSSP BD focusing on the Funds); and o other entities not related to us or our related entities; and
• participate in the syndication of opportunities to co-invest in portfolio companies alongside certain Funds and/or Related Funds (with TSSP BD focusing on the Funds), and third parties. Although we generally refer to the BD Affiliates collectively throughout this brochure, the scope of TSSP BD’s regulatory license is narrower than that of TPG BD’s. For a description of the fees, commissions and other compensation the BD Affiliates and other affiliates receive in respect of the activities described above, please see Item 5 above. For a description of material conflicts of interest created by our relationships with the BD Affiliates, please see Item 11 below. Other Investment Advisers. A non-exclusive list of investment advisers that exist within TPG and thus are affiliates of ours include:
• TSL Advisers, LLC;
• TPG Capital Advisors, LLC;
• TPG Global Advisors, LLC;
• TPG RE Finance Trust Management, L.P.;
• TPG PEP Advisors, LLC; and
• TPG Real Estate Advisors, LLC, together with their respective relying advisers. For a description of material conflicts of interest created by the relationship among us and the Related Advisers, as well as a description of how such conflicts are addressed, please see Item 11 below. General Partners of Funds. Various entities serve as general partners of the Funds, and are our related persons. 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. please register to get more info

PERSONAL TRADING
Code of Ethics TPG has adopted a comprehensive Code of Ethics that is applicable to, among others, all of our officers and employees, certain temporary personnel and certain of our affiliates and their officers and employees (collectively, the “Covered Personnel”). The Code of Ethics, which is designed to comply with Rule 204A-1 under the Advisers Act, establishes guidelines for professional conduct and personal trading procedures, including certain pre-clearance and reporting obligations. Covered Personnel and certain members of their families and households will from time to time purchase investments for their own accounts, including the same or similar types of investments as may be purchased or sold by a Fund, subject to the terms of the Code of Ethics. The Code of Ethics generally permits such transactions only if
• the transaction is “pre-cleared” by TPG’s Compliance department (“TPG Compliance”); or
• the transaction is exempt from pre-clearance under the Code of Ethics. Prior to submitting a pre-clearance request to TPG Compliance, Covered Personnel must also pre- clear with TSSP leadership transactions in “covered securities” (as defined in the Code of Ethics). The investment policies, fee arrangements and other circumstances of these personal investments often vary from those of the Funds. As our officers, principals and employees typically also make investments in or alongside the Funds, they have conflicting interests with respect to these investments. Under the Code of Ethics, Covered Personnel also are required to file certain periodic reports as required by Rule 204A-1 under the Advisers Act. The records of any such trades by Covered Personnel will not be open to inspection by the investors. Our management may from time to time implement additional internal policies or restrictions on trading by Covered Personnel and their family/household that are in addition to the requirements of our Code of Ethics. We will provide a copy of the Code of Ethics to any Fund 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 Funds, or buys or sells for Funds’ 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 Funds;
• recommends securities to Funds, or buys or sells securities for Fund 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/or
• encounters related conflicts of interest. Conflicts of Interest As discussed further below, we and our related entities engage in a broad range of activities, including pursuing investments for the Funds, other investment funds and other accounts, and providing investment advisory and other related services to these funds, other accounts and their portfolio companies. In the ordinary course of conducting its activities, the interests of a Fund will from time to time conflict with our interests and those of:
• other Funds;
• Related Funds;
• Related Advisers; and
• the affiliates of the foregoing. We describe below certain of these conflicts of interest, as well as how we seek to address them. Resolution of Conflicts When conflicts arise between one Fund and another Fund, we will seek to resolve the conflict. When conflicts arise between a Fund and a Related Fund, we will seek to represent the interests of such Fund, and the applicable Related Adviser will represent the interests of the Related Fund. In addressing such conflicts, we and the Related Adviser, if applicable, will consider various factors, including the interests of the vehicles and accounts they advise in the context of both the immediate issue at hand and the longer term course of dealing among such Fund(s) and the Related Fund(s), if applicable. In the case of all conflicts involving a Fund, including with respect to other Funds and Related Funds, 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 Fund will not make any investment unless we believe that such investment is an appropriate investment considered from the viewpoint of such Fund;
• many important conflicts of interest may be resolved pursuant to set procedures, restrictions or other provisions contained in the relevant Governing Documents for the Funds;
• many of our Funds have established advisory committees, whose members are not affiliated with the general partner of the Fund. Such committees 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 that may be referred to it by the Fund’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 third- party investor to make an investment on the same or similar terms as a Fund may demonstrate the fairness of the transaction to such Fund;
• prior to subscribing for interests in a Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund; and
• in certain circumstances, we erect temporary or permanent information barriers to restrict the transfer of non-public information between business units. Potential Conflicts of Interest The material conflicts of interest that a Fund encounters include those discussed below and elsewhere in this brochure. The following summary is not intended to be an exhaustive list of all 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 may arise during a Fund’s life. In particular, we may in the future identify additional conflicts of interest that currently are not apparent to us, 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. 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 Funds through a variety of channels, including in subsequent brochures or in other written or oral communications to our 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 clients thereof, on the other hand. 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 the Funds, we and/or the Funds may, in certain limited circumstances, engage in principal transactions, as described below. Also, from time to time, we or our affiliates may provide seed capital to a new Fund. In doing so, we and/or our respective affiliates may purchase securities that are later transferred into the Fund in exchange for a percentage ownership in such Fund. We review such transactions 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 Fund regarding any proposed principal transactions, if required by the Advisers Act or applicable law, and the Fund’s prior consent to the transaction be received. In addition, the Governing Documents relating to the Funds typically contain additional restrictions on our ability or that of the Funds to engage in principal transactions and disclosures regarding principal transactions that are likely to arise in the operations of Funds. Participation of the Affiliated BDs in Fund Transactions As noted above under “Item 10 – Other Financial Industry Activities and Affiliations,” the BD Affiliates are affiliated broker dealers. The relationships we have with the BD Affiliates give rise to conflicts of interest between us and Funds that have an interest in any portfolio companies or investment vehicles with respect to which a BD Affiliate provides services. In particular, we could also have an incentive to structure certain transactions, including co-investment opportunities, so that they require the use of a broker-dealer. The BD Affiliates from time to time act as placement agents in respect of investment funds that are sponsored and managed by third-party investment managers, including funds that may compete with Funds. In providing such services to, or with respect to, a competitor fund or company, a BD Affiliate will not take into consideration the interests of the Funds. We generally will evaluate any such transactions on a case-by-case basis to address any such conflicts. Transactions involving a Fund and a BD Affiliate are also reviewed with regard to the appropriateness of the transaction and any fiduciary obligations. In addition, to the extent applicable, we will review such transactions in an effort to ensure compliance with the requirements of Section 206(3) of the Advisers Act in respect of principal transactions between any Fund and us and a BD Affiliate. For a description of the fees, commissions and other compensation the BD Affiliates and other affiliates receive in respect of the activities described above, please see Item 5 above. Third-Party Placement Agents From time to time, we enter into arrangements with third parties to help raise capital for a Fund. Such placement agents typically receive a flat fee or in some cases a percentage of the investments they bring to the respective Fund. We generally bear such fees instead of the Fund. Basing the placement agent’s compensation on an investor’s decision to invest creates a conflict of interest by incentivizing the placement agent to attract investors to a Fund when it may not be in the investors’ best interests to subscribe. Allocation of Investment Opportunities We and our related entities engage in a broad range of activities, including investment activities for our own account and for the account of various investment funds, and the provision of investment advisory and other services to funds and operating companies. In connection with these activities, investment opportunities will arise that fall within the investment objectives or strategies of two or more Funds or Related Funds. We therefore expect to encounter situations in which we must determine how to allocate investment opportunities among various Funds and other persons, which typically include the following:
• the Funds and Related Funds;
• any alternative investment vehicles (or “AIVs”) formed to address, for example, specific tax, legal, business, accounting or regulatory-related matters that may arise in connection with a transaction or transactions;
• proprietary accounts held by TSSP, one or more of its affiliates, and/or one or more TPG or TSSP employees;
• any Co-Investment Vehicles formed to invest side-by-side with one or more Funds in particular transactions entered into by such Funds or for the purpose of pursuing a specific investment strategy. The investors in such Co-Investment Vehicles typically include investors and/or individuals and entities that are not investors in any Funds;
• Investors and/or third parties that wish to make direct investments (i.e., not through an investment vehicle) side-by-side with one or more Funds in particular transactions entered into by such Funds; and
• Investors and/or third parties acting as “co-sponsors” with us with respect to a particular transaction. In addition, we expect to form, sponsor or acquire in the future additional investment funds, separate accounts or other investment vehicles with investment objectives or strategies substantially similar to, or different from, those of the current Funds, including additional hedge funds, CLO issuers, infrastructure funds, emerging market funds and other regional or industry- focused vehicles. For each such Fund or other person discussed above, subject to applicable legal, contractual or similar restrictions, we generally decide, in our sole discretion, whether we or a related person will charge any fees or receive any performance-based compensation or allocations in connection with such investment opportunities. We are generally subject to investment allocation requirements that derive from, among other things, the Funds’ Governing Documents, and a regulatory exemptive order that was obtained from the SEC relating to U.S. middle-market loan origination (which contains an obligation to offer provision, and is described in further detail below), which we refer to collectively as the “Investment Allocation Requirements.” For example, certain Funds’ Governing Documents generally require us, subject to certain exceptions, to offer to such Funds suitable opportunities to originate loans and/or structure debt, prior to offering such opportunities to certain other Funds. TSSP has established a governance body that convenes on a regular basis to review and approve determinations regarding certain investment and expense allocations among the Funds (the “TSSP Allocations Team”). The TSSP Allocations Team includes senior TSSP professionals from the control and investment sides of the business and is responsible for overseeing TSSP’s allocations processes and ensuring that they conform to our allocation principles. With respect to investment and expense allocations between one or more Funds, on the one hand, and one or more Related Funds, on the other hand, such determinations will be made by the TPG Allocation Committee (as defined below).

In making an allocation decision, we first determine whether the Investment Allocation Requirements compel us to offer an investment opportunity to a Fund or Related Fund. This may result in a single Fund or Related Fund being the obvious allocation choice. However, in other circumstances the Investment Allocation Requirements will not be determinative. In these cases, we generally assess whether an investment opportunity is appropriate for a particular Fund or Related Fund based on the Fund’s or Related Fund’s investment objectives, strategies and structure, as reflected in its Governing Documents. Once the Funds or Related Funds that may participate in an investment opportunity have been identified, we allocate the investment opportunity in accordance with our allocation principles. These principles reflect considerations that we determine in good faith to be fair and reasonable, such as:
• the investment focuses and objectives of the relevant Fund or Related Fund;
• the professionals who sourced the investment opportunity;
• the professionals who are expected to oversee and monitor the investment;
• the expected amount of capital required to make the investment as well as the relevant Fund’s or Related Fund’s current and projected capacity for investing (including for any potential follow-on investments);
• the relevant Fund’s or Related Fund’s targeted rate of return and investment holding period;
• the stage of development of the prospective portfolio company or other investment;
• the existing portfolio of investments of the relevant Fund or Related Fund;
• the investment opportunity’s risk profile;
• the expected life cycle of the relevant Fund or Related Fund;
• any investment targets or restrictions (e.g., industry, size, etc.) for the relevant Fund or Related Fund;
• the ability of the relevant Fund or Related Fund to accommodate structural, timing and other aspects of the investment process; and
• legal, tax, contractual, regulatory or other considerations that we deem relevant. The relevance of each of these criteria will vary from investment opportunity to investment opportunity, with no single factor consistently outweighing the others. While we seek to be consistent with prior decisions, the facts and circumstances of each allocation decision remain determinative. The application of our allocation principles is a fact-intensive exercise. While we base our allocation decisions on the information available to us at the time, this information may prove, in retrospect, to be incomplete or otherwise flawed. 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 to the Funds. Expenses incurred in connection with transactions that are consummated are allocated to the relevant Funds or Related Funds in accordance with the overall allocation decision. For a discussion of expense allocation for deals that are not consummated, please see “Allocation of Fees and Expenses for Broken Deals” below. Relating to CLOs, we note that a ramping vehicle will have more cash available for asset purchases than a fully- or near-fully invested account. Considering this fact, ramping vehicles will generally be afforded priority over other TICP vehicles or accounts from an investment allocation perspective. Such allocation priority will result in ramping vehicles receiving a disproportionate share, or the entirety, of relevant trade allocations, either in the primary or secondary trading context. One of our Related Funds is TSLX, a BDC that has elected to be regulated under the Investment Company Act. The Investment Company Act imposes certain restrictions on “related party transactions” involving a BDC, which include certain co-investment transactions. The SEC granted us an exemptive relief order that, if certain conditions are met, allows the Funds and Related Funds to co-invest alongside TSLX in middle-market loan origination transactions involving companies domiciled in the United States and certain “follow-on” investments. These conditions include, among others, that:
• TSLX must first have the right to participate in such opportunity to the full extent TSL Advisers, LLC deems appropriate, and its affiliates may be allocated any remaining excess amount;
• the terms and conditions of the investment applicable to such Funds and Related Funds must be the same as those applicable to TSLX; and
• TSLX must have received the prior approval by a majority of TSLX’s independent directors. The conditions imposed by the SEC exemptive relief order restrict the ability of the Funds to invest in connection with middle-market loan origination opportunities for companies domiciled in the United States, as we will be only permitted to do so in accordance with the terms of the exemptive relief order or in the limited circumstances otherwise currently permitted by regulatory guidance. To address situations when the investment interests of multiple Funds or Related Funds overlap, TPG has established an allocation committee to help determine to which Fund, Funds, Related Fund or Related Funds we allocate a particular opportunity (such allocation committee, the “TPG Allocation Committee”). The composition of the TPG Allocation Committee reflects TPG as a whole and includes senior professionals from key platforms (including TSSP). In making an allocation decision, additional conflicts of interest will arise. Specifically, because the Funds and Related Funds have different fee, expense and compensation structures, we have an incentive to allocate an investment opportunity to the Fund or Related Fund that would generate a higher fee or more carried interest or a better return. In addition, our professionals will generally participate indirectly in investments made by Funds in which they invest (see below “Conflicts Arising from Interests of Our Professionals in the Funds and Related Funds”). We expect, however, that our procedures and principles described above under “Resolution of Conflicts” will help mitigate the risk that these incentives improperly influence our allocation decisions. We may not determine final allocations among Funds and/or Related Funds until after certain expenses or other amounts have already become due and payable. In these circumstances, a Fund may initially bear the full amount of an upfront payment or expense, even if another Fund or Related Fund ultimately participates in the investment. In such a circumstance, the other Fund or Related Fund would reimburse the Fund for its proportionate share of such payment or expense when we determine the final allocation of the investment opportunity among the Fund and the other Fund or Related Fund. Follow-On Investments The Funds may be called upon to provide additional funding for their portfolio companies or have the opportunity to increase their investment in portfolio companies. This may occur under circumstances in which a portfolio company is performing poorly, in which case the follow-on investment may be riskier than the initial investment in that portfolio company, or when a portfolio company is performing well and needs growth capital. There can be no assurance that the Funds will make follow-on investments or that the Funds will have sufficient capital to do so. Any decision by the Funds not to make a follow-on investment, or their inability to make such an investment, may have a substantial negative impact on a portfolio company in need of such an investment or may diminish the Funds’ ability to maintain a control position and/or otherwise influence the portfolio company’s future development. Moreover, to the extent that the Funds do not make such investments in a portfolio company, such portfolio company may seek capital from other investors who could rank senior to and/or cause the dilution of, the Funds’ investment in such portfolio company. TSSP has discretion to determine whether an additional investment that may be related to an existing investment will be treated as a follow-on investment (in which case certain investors in the Fund and/or other Funds may not participate) or a new investment (in which case such other parties might participate). In the event that TSSP designates an investment as a follow-on investment and such investment subsequently experiences material losses, the resulting adverse effect on participating investors might be greater than if such investment had not been designated as a follow-on investment and other investors and/or Funds had shared in such losses. Similarly, if TSSP does not designate an investment as a follow-on investment and such investment subsequently experiences material gains, certain investors’ share of such investment may have been diluted by other participating investors and/or Funds. Allocation of Co-Investment Opportunities From time to time, we have the option to offer one or more investors, Co-Investment Vehicles, investors in Related Funds or third parties the opportunity to invest alongside a Fund, or “co- invest” either directly or through a TSSP-controlled vehicle established to invest in one or more co-investment opportunities. This situation generally arises when the amount of capital necessary to complete a transaction exceeds the amount we determine is appropriate for the Fund, after taking into account additional capital to be contributed by other Funds and any
• co-underwriters;
• co-sponsors (including other third-party managed pooled investment vehicles in which we or our employees may hold an interest);
• Senior Advisors (and the accounts or vehicles they manage); and
• other parties or consultants that assisted in sourcing or completing the transaction or provide other strategic value. Depending on a Fund’s Governing Documents, we may also have the option to systematically offer co-investment opportunities, including to our employees, other affiliated personnel or others (allowing, for instance, the investor to co-invest in an aggregate fixed dollar amount over the life of the Fund or in each Fund investment of a certain size or that has certain other characteristics). The exercise of these co-investment rights will limit the size of investment opportunities available to the Fund and the amount of co-investment opportunities available to other potential co- investors. We will offer co-investments pursuant to the procedures included in such Funds’ Governing Documents as generally described in the following paragraphs. Subject to any restrictions contained in the Governing Documents of the relevant Fund or any side- letter or other terms negotiated with respect to such Fund, in general we have complete discretion to determine to whom we will offer and award co-investment opportunities. In particular:
• we give co-investment opportunities to o investors; o Senior Advisors (and the accounts or vehicles they manage); o our employees; o Co-Investment Vehicles; o co-underwriters; o co-sponsors; o investors in Related Funds; o investors in TSSP; o consultants; o advisors; o strategic partners; or 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;
• allocations of co-investment opportunities between investors generally will not correspond to their pro rata interests in the relevant Fund;
• we may agree to offer certain investors preferential access to co-investment opportunities. Such access may be offered on a systematic 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 the Fund), including in connection with broader strategic relationships or other arrangements where investors agree to invest in one or more Funds or Related Funds; and
• 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. While the criteria we use in making discretionary co-investment decisions vary from opportunity to opportunity. Some key factors include, among other things:
• certainty of funding—that is, whether the potential co-investor has the financial and operational resources to provide the requisite capital in a timely fashion;
• certainty of execution—that is, the sophistication and experience of the potential co- investor and its ability to promptly respond to and complete a co-investment opportunity, including if any investor has granted TSSP investment discretion in respect of its co- investments;
• any contractual obligations to provide co-investment opportunities;
• the size of the potential co-investor’s commitment to Funds and/or Related Funds and the anticipated importance of the potential co-investor to future TSSP fundraising campaigns;
• the ability of the potential co-investor to make a meaningful contribution to the transaction, such as in sourcing or completing the transaction or providing operational skills or insight; and
• the overall strategic benefit to the transaction, the Fund or TSSP of offering a co-investment opportunity to the potential co-investor. Other criteria that will from time to time be relevant include:
• the expertise of the potential co-investor with respect to the geographic location, business activities or industry of the prospective target company or investment;
• the investment objectives and existing portfolio of the potential co-investor;
• the legal or regulatory constraints to which the proposed investment is expected to give rise;
• the reporting, public relations, competitive, confidentiality or other issues that may also arise as a result of the co-investment; and
• any other facts or circumstances that we deem appropriate or relevant. We expect that these factors will lead us to favor some 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. Our exercise of our discretion in allocating investment opportunities among potential co-investors and in the manner discussed above often will not result in proportional allocations among such co- investors, and such allocations will likely be more or less advantageous to some relative to others. In addition, co-investments will not necessarily be made on the same terms as the Fund’s investment. For example, co-investors typically pay no advisory fees or carried interest in connection with the co-investment, or pay them at a lower rate than the Fund or Funds with which they are co-investing. Co-investors may also acquire their interest in an investment at the same time as the Funds or purchase their interest from the applicable Funds after such Funds have consummated the investment in the portfolio investment (also known as a post-closing sell down or transfer). In either case, potential co-investors typically do not bear any transaction costs of investments that are not consummated and are not subject generally to the same risks to which the Fund is throughout the investment process. When co-investors purchase their interest from the Fund after the Fund has consummated the investment, the price paid by co-investors is typically determined by the Fund’s general partner in its sole discretion and may not reflect the full cost incurred by the Fund in connection with the investment, any interest charge on the co-investment amount or the risk borne by the Fund in connection with purchasing and warehousing the investment. While we have not typically done so, we could charge investors up-front fees to participate in a co-investment (through TSSP BD or otherwise) or other one-time or ongoing fixed and/or incentive-based compensation. To the extent we earn fees for placing co-investment interests, we would have an incentive to offer more co-investment opportunities through these channels, even if it would limit the amount of co-investment opportunities available to a Fund’s limited partners. In the event that we determine to offer an investment opportunity to co-investors, there can be no assurance that we will be successful in offering a co-investment opportunity to a potential co- investor in whole or in part, that the closing of such co-investment will be consummated in a timely manner, that the co-investment will take place on the terms and conditions that will be preferable for a Fund or that expenses incurred by a Fund with respect to the syndication of the co-investment will not be substantial. In the event that we are not successful in finding co-investors for a particular opportunity, a Fund will consequently have greater exposure to the related investment opportunity than was intended, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic or business conditions. Moreover, an investment by the Fund that is not syndicated to co-investors as anticipated could significantly reduce the Fund’s overall investment returns. Allocation of Fees and Expenses for Broken Deals We employ similar procedures and principles as described above under “Allocation of Investment Opportunities” when allocating fees and expenses incurred in connection with “broken deals,” or potential investments that we actively consider but do not consummate. That is, we generally make fee and expense allocation decisions while a transaction is pending based on our best judgment of the Fund or Funds and/or Related Fund or Funds to which we ultimately expect to allocate the transaction. 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 Fund or Funds and/or Related Fund or Funds. At times, we simply allocate fees and expenses evenly among the relevant Fund or Funds and/or Related Fund or Funds. The allocations of fees and expenses among Funds may not be proportional. For example, such allocations may be based on historical allocations within a certain sub-class of investments rather than proportional by available capital. In some circumstances another allocation method may be applied when it is determined to be more equitable (for example, where a pro rata allocation is inconsistent with arm’s-length terms that would reasonably be expected to apply to such a transaction if the Fund and the relevant Related Funds were not affiliated). As discussed above in Item 5, in certain instances we will evaluate investment opportunities that, if consummated, we would likely offer in part to prospective co-investors. 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 will typically be borne entirely by the Fund (and any Related Funds that would have participated in such investment), rather than by any such prospective co-investors. The financial position of the relevant Fund or Funds and/or Related Fund or Funds may give us an incentive to allocate such fees and expenses to one such Fund or Related Fund and not to another. For example, it would be advantageous to allocate broken deal fees and expenses to a Fund 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 Fund 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 improperly influence the allocation of broken deal fees and expenses. Allocation of Other Fees and Expenses From time to time, we determine whether to allocate certain other fees and expenses, both among (i) Funds and Related Funds and among (ii) us, Funds and portfolio companies of Funds. In exercising our discretion to allocate such fees and expenses, we exercise significant judgment and face a variety of potential conflicts of interest. We will generally allocate fees and expenses to be split between us and the Funds and/or portfolio companies (including fees and expenses incurred in the offering of the Fund, management of the Fund, and investment opportunities), in each case in accordance with the Fund’s Governing Documents. To the extent not addressed in the Governing Documents, we generally will allocate such fees and expenses in a manner that we believe is fair and reasonable under the circumstances, considering such factors as we deem relevant, but in our sole discretion. Because certain expenses are paid for by a Fund and/or its portfolio companies or, if incurred by us, are reimbursed by a Fund and/or its portfolio companies, we will not necessarily seek out the lowest cost options when incurring (or causing a Fund or its portfolio companies to incur) such expenses. A Fund may sell down an interest in its portfolio companies to co-investors. Subject to the applicable Governing Documents, we may charge (or may decide not to charge) a co-investor (such as an investor or third party) interest costs for the time period between the closing of the applicable Fund’s investment in a portfolio company to the date of the transfer of interests in such portfolio company to the applicable co-investor. 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 the Funds or other accounts or persons. Allocation of Secondary Transfer Opportunities To the extent we have discretion or influence over a secondary transfer of interests in a Fund, we will consider the factors listed above under “Allocation of Co-Investment Opportunities” in exercising such discretion or making such identification. Participation in Investments and Expenses, Generally A Fund’s investors generally participate in investments on the basis of their unfunded commitments and generally bear their share of general Fund expenses that do not relate to particular investments on the basis of their assets under management. TSSP generally determines investors’ unfunded commitments and assets under management on a quarterly basis and may also be adjusted during a calendar quarter to account for certain capital activity (such as capital calls and distributions). However, such amounts are generally not adjusted during a calendar quarter for certain other activity, including activity that would otherwise affect such investors’ unfunded commitments and assets under management (e.g., deemed distributions related to the receipt of investment proceeds). As a result, the extent to which an investor participates in investments or is allocated general Fund expenses may differ compared to the level of participation or allocation that would have occurred if unfunded commitments and assets under management were calculated more frequently (e.g., on a daily basis). The extent of this difference in participation during any given calendar quarter will depend on a number of factors, including the amount of cash received from investments, the particular investments generating current income or realization proceeds, the capital commitments of new investors accepted by the Funds and the capital required to fund new investments or Fund expenses, in each case within such quarter. Although certain Fund expenses will accrue and be allocated among Fund investors prior to the actual payment of such expenses (e.g., audit-related costs), other Fund expenses will not be allocated among investors until such expenses are actually paid (e.g., certain outside counsel costs), which may occur a substantial period of time after such expenses are incurred. An investor newly admitted or increasing its subscription to a Fund will generally not be required to buy into expenses paid by the Fund prior to the date of such admission or increase, but will be required to fund such expenses to the extent they are paid after such admission or increase, including expenses that may have been incurred (in whole or in part) prior to such date (though TSSP generally has discretion, but no obligation, to allocate such prior period expenses to existing investors instead). For example, such investors may be allocated expenses relating to an unconsummated investment that would have closed in a prior period (and in which such investor would not have participated) if such expenses are invoiced to and/or paid by the Funds following such investor’s admission or increase. An investor may also bear its share of all expenses charged to the Funds during the calendar quarter in which such investor is admitted or increases its capital commitment, even if such admission occurs during the middle of a quarter. Conflicts Related to Transactions with Other Funds or Related Funds In certain instances, we may cause a Fund to purchase investments from another Fund or a Related Fund, or we may cause a Fund to sell investments to another Fund 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 Fund 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 Funds 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 Funds 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 cause a Fund to engage in such transactions only if we determine that the terms and conditions of such transaction are substantially as advantageous to such Fund as the terms it would obtain in a comparable arm’s-length transaction with a third party. For additional information regarding transactions between Funds, including a discussion of related conflicts of interest, please see Item 12, under “Cross Transactions,” and for additional information regarding investments by Funds in the portfolio companies of Related Funds, please see “Conflicts Related to Transactions Alongside Other Funds or Related Funds” and “Conflicts Related to Investing in Different Levels of the Capital Structure.” TCS is composed of certain parallel investment vehicles and related AIVs (collectively, the “TCS Funds,” and individually, a “TCS Vehicle”). Pursuant to the Governing Documents of the TCS Funds, one TCS Vehicle may participate in certain loan or structured debt investments originated by another TCS Vehicle (such investments, together with any instruments or investments associate with such loan or structured debt investment that we designate as part of the same portfolio investment, the “Loan Origination Investments”) through secondary acquisitions (“Secondary Loan Investments” and together with the Loan Origination Investments and related transactions between the originating and acquiring TCS Vehicles, “Structured Loan Investments”), which give rise to certain considerations not present with other investments. For purposes of this section “Conflicts Related to Transactions with Other Funds or Related Funds,” “originating TCS Vehicle” shall refer to a TCS Vehicle originating Loan Origination Investment(s) and “acquiring TCS Vehicle” shall refer to a TCS Vehicle that acquires Secondary Loan Investment(s). Originating TCS Vehicles are entitled to receive fees from the acquiring TCS Vehicles in return for the opportunity to acquire the loan portion of any Secondary Loan Investments (the “Structured Loan Fee”), which is based on a fixed percentage of the purchase price, provided that we will have the discretion, subject to the prior approval of an experienced, qualified independent advisor (an “Independent Advisor”) retained by the acquiring TCS Vehicles for the purpose of assessing Secondary Loan Investments, to adjust the rate or otherwise modify the calculation of the Structured Loan Fee as it determines appropriate. No approval of the advisory committee or the limited partners of the TCS Funds will be required for the payment by an acquiring TCS Vehicle, of the receipt by the originating TCS Vehicle, of the Structured Loan Fee. Participating TCS Vehicles in such Structured Loan Investments may be overexposed or underexposed for any number of reasons, including the amount of Loan Origination Investments in which a TCS Vehicle may participate, the election to participate or not participate in the Structured Loan Investment by an acquiring TCS Vehicle, and any changes to the commitments in the participating TCS Vehicles. The potential differences in the Loan Origination Investment portfolios and the Secondary Loan Investment portfolios, respectively, of originating TCS Vehicles and acquiring TCS Vehicles, as well as the differences in expenses and fee income may result in such TCS Vehicles having materially different investment performances and risk profiles. Secondary Loan Investments and the related fees will not require the approval of the advisory committee of the TCS Funds and the terms of the transactions will be decided solely by our affiliates and the prices at which these transaction occur will be based on our affiliate’s own valuation of fair value, as supported by a valuation of an independent third-party valuation agent. We and our affiliates may have economic incentives to structure these transactions to favor one TCS Vehicle over another, such as when such TCS Vehicle is more likely to pay carried interest to its general partner. In addition, although an acquiring TCS Vehicle cannot consummate a Secondary Loan Investment without the approval of an Independent Advisor, such Independent Advisor may also have certain interests that diverge from the interests of investors in the acquiring TCS Vehicle arising from, for example, the Independent Advisor’s compensation scheme and our ability to retain or remove the Independent Advisor. Conflicts Related to Transactions Alongside Other Funds or Related Funds From time to time, a Fund and one or more other Funds or Related Funds make investments in the same company. While typically Funds and Related Funds would make and exit any such investment at the same time and on the same general terms, differences in each Fund’s and Related Fund’s terms, investment periods, structures, investment strategies and/or other factors could result in making or exiting investments at different times, at different effective prices or with differing costs or terms. For example, a Related Fund may invest in the publicly traded securities of a Fund portfolio company, including by purchasing these securities in an initial public offering, in a secondary offering by the Fund or in the open market. The Related Fund’s view of the investment and its interests may diverge from those of the Fund. This could cause the Related Fund to dispose of, increase its exposure to or continue to hold the investment at a time when the Fund has taken a different approach. As a result, the actions of the Related Fund could affect the value of the Fund’s investment. For instance, a sale by the Related Fund of its investment could put downward pressure on the value of the Fund’s interest, which the latter has opted to hold longer term. The Related Fund is under no obligation to act in a way that furthers or protects the interests of the Fund. The Related Fund could earn a return on its investment that exceeds the Fund’s return, or vice versa. In the event that a Fund has made an investment in a company and is presented with an opportunity to make a subsequent investment which would result in such Fund exercising “control” over such company, we may offer a Related Fund a portion of such subsequent investment opportunity as reasonably determined in our discretion. In such a circumstance, the Related Fund will have different considerations from the Fund in relation to, and in its exercise of control over, such investment, including availability of capital (including for follow-on investments) as well as different basis in the investment, financing availability and terms, and investment objectives and time horizons. In addition, a Fund may pool certain investments with one or more Related Funds (an “Asset Pool”), including for the purposes of obtaining leverage or other financing, or seeking a full or partial exit from one or more investments. In such circumstances an Asset Pool may be managed or controlled by our or our affiliates and securities or other interests in the Asset Pool will be owned the Fund and Related Funds. The consummation of any such transaction will involve the exercise of our and our affiliates’ discretion with respect to a number of material matters, which may give rise to actual or potential conflicts. For example, in determining the proportionate interest of the Fund and the Related Funds in the Asset Pool (or particular classes or tranches of securities or others interests in the Asset Pool), we and our affiliates will be required to determine the relative value of assets contributed to the Asset Pool, and value of securities or interests (or particular classes or tranches thereof) issued by the Asset Pool. In making this determination we and our affiliates may, but are not required to, engage or seek the advice of any third party independent expert; however even if such advice was sought, valuing such assets and interests and, therefore, the value of the Fund’s interest in, or proceeds received from, any Asset Pool, will be subjective. A Fund or a portfolio company of a Fund will from time to time invest in opportunities that other Funds or Related Funds have declined, and likewise, a Fund will from time to time decline to invest in opportunities in which other Funds or Related Funds have invested. In addition, TSSP, one or more of its affiliates, and/or one or more TPG or TSSP employees may from time to time invest in opportunities offered to, but rejected by, the Funds. Our employees and related persons and those of the other Related Advisers have made, and expect in the future to make, capital investments in or alongside certain Funds or Related Funds, or in prospective portfolio investments directly or indirectly, and therefore have additional conflicting interests in connection with these investments. Conflicts Related to Investing in Different Levels of the Capital Structure The Funds 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 Funds and Related Funds also engage in short selling. Accordingly, a Fund will hold, from time to time, an interest in one part of a company’s capital structure while another Fund or a Related Fund holds an interest in another; similarly, a Fund may be “long” a company that another Fund or Related Fund is “short.” Decisions taken by the other Fund or Related Fund in these circumstances to further its interests may be adverse to the interests of the Fund. For example, were a Fund to invest in or originate the debt of a company in which another Fund or a Related Fund holds equity, including in connection with the purchase of a pool of securities by a Fund or another Fund or a Related Fund, the interests of the Fund, on the one hand, and such other Fund or the Related Fund, on the other hand, could be adverse. The Fund holding the debt would be senior to the other Fund or the Related Fund in the capital structure of such company, and in a distress or workout scenario, the Fund holding the debt could recover on its investment while such other Fund or Related Fund might not. In addition, a Fund, on the one hand, and another Fund or a Related Fund, on the other hand, may hold investments and pursue an investment strategy which diverge or are directly adverse to each other (including where another Fund or a Related Fund engages in a short sale or similar transaction in respect of any investment in which a Fund holds a long position). These situations would present numerous conflicts or the appearance of conflicts, including, for example, the appearance that the Funds or the Related Fund declined to act in furtherance of its economic interests. In addition, where another Fund or a Related Fund is a creditor of a company in which a Fund holds more junior securities, such other Fund or the Related Fund may take actions in its own interests with respect to its rights as a creditor (e.g., with respect to breaches of covenants) that may be adverse to the interests of the Fund holding the more junior securities. The other Fund or the Related Fund will not be required to take any action or refrain from taking any action to mitigate potential losses by the Fund holding the junior securities in such a scenario. Conflicts may arise in determining the terms of investments, especially when we and/or other Related Advisers control the structure of a transaction and its capitalization. For example, if a Related Fund is investing in debt securities, it would have an interest in structuring debt securities that have financial terms (such as interest rates, repayment terms, seniority, covenants and events of default) that are more restrictive than a Fund, as an equity owner, would desire. In addition, a Related Fund may participate in releveraging and recapitalization transactions involving portfolio companies in which Funds have invested or will invest. Recapitalization transactions may present conflicts of interest, including determinations of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. Investments by more than one of our clients in a portfolio company also raise the risk of using assets of one of our clients to support positions taken by other clients of ours. While expected to be very infrequent, similar conflicts could arise to the extent that TPG BD or TSSP BD holds securities of a portfolio company. Conflicts Related to Other Investments by Funds and Related Funds A Fund or a Related Fund occasionally invests in a competitor or customer of, or a service provider or supplier to, a portfolio company of one or more Funds. In addition, our employees may serve as directors, or otherwise be associated with, companies that are competitors of portfolio companies of certain Funds. These circumstances would give rise to a variety of conflicts of interest. For example, another fund or its portfolio company may take actions for commercial reasons that have adverse consequences for the Fund or its portfolio company, such as seeking to increase its market share at the Fund portfolio company’s expense (as a competitor), withdrawing business from the Fund portfolio company 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 the Fund portfolio company (in any capacity). Another Fund or a Related Fund may also obtain information while dealing with its portfolio companies that it is prohibited from acting on or disclosing to another Fund or its portfolio company as a result of confidentiality requirements or applicable law, even though such 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 advising the Funds to benefit Related Funds. Related Advisers are under no obligation to take into account the Funds’ interests in advising their portfolio companies. Conflicts Arising from Other Investment Activities of the Funds and Related Funds – Possession of Material Non-Public Information Investment professionals associated with the Funds and Related Funds regularly obtain non-public information regarding target companies and other investment opportunities. Since TPG does not currently maintain permanent information barriers among most of its businesses (subject to certain exceptions, including TICP), we generally impute non-public information received by one investment team to all other investment professionals, including all of the personnel who make Fund investments. In the absence of an information barrier, if a Fund or Related Fund receives non-public information with respect to a company, the other Funds would face, as a result of securities law prohibitions on trading on the basis of material non-public information or applicable industry conventions (such as with respect to secondary loan trading), restrictions on their ability to pursue a transaction with that company or dispose of an investment. As a result, a Fund may decline to receive non-public information or otherwise pursue an investment opportunity if doing so would prevent the other Funds or Related Funds from trading securities or debt instruments currently in their portfolio or of interest to them. Moreover, the confidentiality agreements other Funds and Related Funds enter into often include provisions, such as “standstills,” that could prevent the Funds from making an investment, potentially for extended periods. In addition, some Related Funds regularly trade securities in the secondary market. In the absence of information barriers, a Fund’s receipt of non-public information on a particular company would, as a result of securities laws, generally restrict the trading activities of these Related Funds with respect to that company. Moreover, certain Governing Document provisions could impair another Fund’s or Related Fund’s ability to trade the securities or debt instruments of a company if a Fund invests in that company. A Fund may decline to receive non-public information on a company or otherwise pursue an investment opportunity if doing so would prevent Related Funds from trading securities currently in their portfolio or of interest to them. Aside from the permanent information barrier that exists between TICP and the other Funds and Related Funds, in limited circumstances we erect temporary information barriers to restrict the transfer of non-public information between Related Funds and Funds to avoid the restrictions described in the preceding paragraph. In these instances, however, a Fund’s ability to benefit from our expertise outside any such barrier will be limited. In addition, in the event that a temporary information barrier designed to protect a Fund is breached, even if inadvertently, the Fund will likely face the same restrictions on its investment activities as it would have faced had the temporary information barrier not been established in the first place. Conflicts Arising from Other Investment Activities of the Funds and Related Funds – Walled-Off Businesses While TPG generally allows for information to flow freely among its investment platforms, TPG has placed certain discrete businesses behind information barriers and hired separate teams to manage them (e.g., TICP). Given that these businesses have been “walled off” from TPG’s other businesses, they generally do not have access to non-public information about the Funds and their investments and have different day-to-day management from the Funds. Accordingly, these “walled-off” businesses may not be subject to certain restrictions otherwise applicable to affiliates under certain Funds’ Governing Documents. Conflicts Arising from Other Investment Activities of the Funds and Related Funds – Certain Bankruptcy Implications The amount of equity owned by Funds and/or Related Funds, any relevant contractual arrangements between such portfolio company and the participating funds 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 Fund 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, the Funds and the Related Funds will typically be deemed to control, participate in the management of or influence the conduct of portfolio companies. The effect of these relationships will vary from jurisdiction to jurisdiction. These factors could expose the assets of a Fund to claims by a portfolio company, its security holders, its creditors or governmental agencies. If a Fund purchases in the secondary market at a discount debt securities of a company in which a Fund has, for example, a substantial equity interest, (i) a court might require a Fund 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 Fund 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 the Funds would otherwise have to make investments. Conflicts Relating to the Use of Leverage Certain Funds utilize various forms of leverage in connection with their investments and operations. The use of borrowed funds creates the opportunity for greater total returns and allows us to better manage a Fund’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 From time to time, Funds, directly or indirectly, borrow funds or enter into other financing arrangements to
• pay expenses (including advisory fees),
• make or facilitate new or follow-on investments and/or temporarily fund such investments,
• make payments under guarantee, surety or hedging transactions,
• fund the payment of any withholding or other tax on behalf of or with respect to any investor,
• cover any shortfall in capital contributions resulting from default or excuse, or
• make or facilitate distributions of proceeds from an investment. We refer to these borrowings generally as “fund-level borrowing.” Governing Documents generally permit Funds to borrow for these purposes subject to certain exceptions. Typically, a Fund (or one or more Fund special purpose vehicles) enters into one or more credit facilities (commonly referr please register to get more info

Investment or Brokerage Discretion For each of the Funds, we have sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. We seek the best price and execution available except to the extent we are permitted to pay higher brokerage commissions in exchange for brokerage and research services. “Best execution” means obtaining for a Fund the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), subject to the circumstances of the transaction and the quality and reliability of the executing broker or dealer. In selecting brokers or dealers, we generally consider various factors, including:
• the broker-dealer’s reputation, experience and financial stability;
• the broker-dealer’s ability to maintain our anonymity;
• the broker-dealer’s ability to provide competitive pricing;
• the transaction’s size and timing;
• the broker-dealer’s ability and willingness to commit capital and provide prompt and accurate execution and settlement;
• whether the broker-dealer makes a market in a security and/or finds sources of liquidity;
• the nature of the market for the security and the difficulty of execution;
• the broker-dealer’s trading expertise, including its ability to minimize total trading costs and to trade without unduly impacting the market;
• the belief that the broker-dealer charges fair and reasonable fees for trades, and that the Funds have been treated fairly and honestly in prior trades;
• the quality of execution and service rendered by the broker-dealer in prior transactions;
• any proprietary research and investment ideas; and
• our overall relationship with the broker-dealer. Each of TPG BD and TSSP BD may also, in some cases, act as a broker in transactions on behalf of Funds. However, TPG BD and TSSP BD will only serve as a broker-dealer in a transaction if it is consistent with our fiduciary duties. We have no 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. In accordance with Section 28(e) of the Exchange Act, broker-dealers providing such services will from time to time be paid commissions on transactions for Funds in excess of those that other broker-dealers not providing such services might charge so long as we determine in good faith the amount of commissions is reasonable in relation to the value of the brokerage and research services provided, taking into account all of the accounts over which we exercise investment discretion. Recognizing the value of the brokerage and research services provided, we from time to time will allow a brokerage commission or negotiated term in excess of that which another broker might have charged for effecting the same transaction. We periodically evaluate the overall reasonableness of the brokerage commissions and negotiated terms paid to or made with broker-dealers with respect to client transactions by, among other things, seeking to compare such commissions and terms with the commission rates and negotiated terms being charged by and entered into with other comparable broker-dealers. We also periodically review the past performance of the broker-dealers with whom we have placed orders to execute Fund transactions in light of the factors discussed above. A Fund’s securities and derivatives transactions are expected to generate commissions and other compensation to brokers, dealers and FCMs, all of which the Fund will be obligated to pay. We have complete discretion in deciding what brokers, dealers and FCMs the Fund will engage and in negotiating the rates of compensation. In addition to using brokers and FCMs as “agents” and paying commissions, a Fund may buy or sell securities or derivatives directly from or to dealers acting as principals at prices that include markups or markdowns, and may buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. A broker, dealer or FCM is not excluded from receiving business because it has not been identified as providing research services. Certain Funds will utilize the services of one or more prime brokers. The prime brokers the Funds utilize will clear (on the basis of payment against delivery) the Fund’s securities transactions, which may be effected through other brokerage firms. The prime brokers will generally act as custodians of the Fund’s securities, although in certain instances other brokers who execute transactions for the Fund will maintain custody of the Fund’s assets. Certain Funds will also utilize the services of one or more clearing FCMs, which may also serve as or be affiliated with the Fund’s prime broker(s). The clearing FCMs will clear the Fund’s futures and cleared swap transactions, which may be effected through other FCMs or bilaterally, and will act as custodians of the Fund’s margin for its futures and cleared swap transactions. A Fund will generally not commit to continue its relationship with any particular prime broker or clearing FCM for any minimum period and we may select brokers and FCMs to act as prime brokers or clearing FCMs, respectively, to the Fund in its sole discretion. Please refer to the section above entitled “Conflicts Related to the Hiring of Asset Managers or Servicers” for a discussion of potential conflicts of interests that affect our choice of service providers, including broker-dealers. Cross Transactions Generally, we do not effect cross transactions between Funds and Related Funds (a “cross-fund transaction”); however, they may be effected in rare instances and as described below with respect to CLOs. Such cross-fund transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Fund may not receive the best price otherwise possible, or we might have an incentive to improve the performance of one Fund or Related Fund by selling underperforming assets to another Fund in order, for example, to earn fees. Additionally, in connection with such transactions, we
• may have significant investments, or intentions to invest, in the Fund 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 Funds or Related Funds involved in such a transaction, and may also be entitled to share in the investment profits of the relevant Funds or Related Funds. Cross-fund transactions may be more common for CLOs than for other Funds. CLOs issue securities governed by an indenture, and each CLO’s indenture has highly specific investment portfolio criteria requirements. A CLO’s indenture includes, among other things, requirements relating to maturity profile of assets, industry concentrations, country concentrations, obligor concentrations, ratings profiles and “spread” or interest rates. In addition, a CLO’s indenture criteria is dynamic, meaning that the ideal portfolio composition may change with time due to asset maturities, prepayments, defaults, sales, purchases and other events that affect the composition of a CLO’s portfolio. Occasionally, one CLO may benefit from an asset sale or purchase through an improvement in its compliance with tests set forth in the CLO’s indenture while another CLO may similarly benefit from the corresponding purchase or sale of the same asset. Thus, we may authorize a cross-fund transaction where the transaction assists each CLO in complying with its indenture’s portfolio restrictions. In the event that we do effect cross-fund transactions between Funds 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 Fund involved in the transaction; and
• in compliance with any investment guidelines or restrictions for these Funds. In effecting these transactions, we will seek to ensure that the purchase or sale is effected at a price that is comparable to what price could be obtained through an arm’s-length transaction with a third party and that is otherwise fair to both parties. We will maintain documentation to memorialize the basis for determining fairness in pricing. Neither we nor any of our affiliates will receive any compensation for effecting a cross-fund transaction. Trade Aggregation In pursuing our investment objectives, we from time to time cause Funds 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 Fund, TPG Compliance will seek to ensure that combined orders for all Funds are generally placed while assigning pre-order allocations. If an order for more than one Fund cannot be fully executed, we typically “bunch” buy or sell orders for two or more Funds into a single large order, and place the bunched order with a single broker or dealer for execution. In many instances, such “bunching” of orders can result in lower commissions, a more favorable net price or more efficient execution than if each Fund’s order were placed separately. There may, however, be instances in which order bunching results in a less favorable transaction than a particular Fund 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 Funds will have an adverse effect on other Funds. We are not obligated to place all transactions on a “bunched” basis. We generally will seek to avoid putting any Fund at an advantage or disadvantage compared to other Funds that are buying or selling the same security. Each Fund participating in a “bunched” order generally will participate at the same price as all other participants, and all transaction costs on the order will be allocated pro rata to all participating Funds. please register to get more info

Review of Accounts The investment portfolios of the Funds are generally private, illiquid and long- and medium-term in nature; accordingly, our review of them is not directed toward a short-term decision to dispose of securities. However, we closely monitor the Funds’ investment portfolios. Our professionals continually review and analyze existing investment positions to attempt to identify issues early on and to take action when necessary. Our professionals meet periodically with members of our investment review committee to update them on such portfolio positions and related matters. Preliminary valuation analysis and recommendations will be performed by the investment team using available and appropriate external pricing feeds (with respect to the Fund’s actively traded investments). Ultimate approval for investment valuations will be provided by the Funds’ Valuation Committee, which is comprised of our professionals. Approved values generally will then be provided to the Fund’s administrator for computation of the Fund’s net asset value. Reporting We generally do not provide formal written reports to any Fund unless specifically requested by the general partner of the Fund. We generally report to investors in a Fund in accordance with the applicable Governing Documents. please register to get more info

For information regarding any economic benefits we receive from non-clients, including a description of related conflicts of interest, please see “Item 10 – Other Financial Industry Activities and Affiliations” above. In addition, as discussed in Item 11, we and our related persons, in certain instances, receive discounts on products and services provided by portfolio companies held by Funds and/or the customers or suppliers of such portfolio companies. please register to get more info

Not applicable. please register to get more info

Pursuant to the Advisory Agreement of each Fund and certain Co-Investment Vehicles, and subject to the direction and control of the general partner of such Fund or Co-Investment Vehicle, we generally perform the day-to-day investment operations of each such Fund and Co-Investment Vehicle in accordance with the terms and conditions of the Advisory Agreement and partnership agreement of such Fund or Co-Investment Vehicle. Some Co-Investment Vehicles are established to invest alongside one or more Funds in one or more particular investment opportunities. Because a Co-Investment Vehicle is typically contractually required, as a condition of its investment, to exit its investment in the particular investment opportunity at the same time and on the same terms as the applicable Fund that also is invested in the particular investment opportunity, we generally will not have any discretion to invest the assets of such Co-Investment Vehicles independent of such contractual requirements. please register to get more info

We have been delegated the authority to vote proxies (which, for these purposes, includes other corporate actions, such as consent requests) regarding securities held by the Funds. We have adopted and implemented policies and procedures reasonably designed to ensure that we vote proxies in the best interests of the Funds. In exercising our voting discretion, we seek to avoid any direct or indirect conflict of interest between the Funds and the voting decision. It is our general policy to vote or to give consent on all matters presented to security holders in any proxy or similar request, and our policies and procedures have been designed with that in mind. However, we reserve the right to abstain on any particular vote or otherwise to withhold our vote or consent on any matter if, in the judgment of certain of our professionals, the costs associated with voting such proxy outweigh the benefits to the applicable Funds or if the circumstances make such an abstention or withholding otherwise advisable and in the best interest of the applicable Funds. Funds generally cannot direct our vote. TPG Compliance is responsible for monitoring proxy decisions for any actual or perceived conflicts of interests. When TPG Compliance deems it appropriate in its sole discretion, unaffiliated third parties may be used to help resolve conflicts. In this regard, TPG Compliance has the power to retain independent fiduciaries, consultants or professionals to assist with proxy voting decisions and/or to delegate voting or consent powers to such fiduciaries, consultants or professionals. When voting proxies on behalf of Funds, we vote in a manner that we believe is consistent with the best interest of the Funds, which may include agreeing with a third party to vote on a matter in a particular manner if we deem such agreement to be in the best interest of the Funds. We do not permit proxy voting decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle. In accordance with the requirements of the Advisers Act, we maintain records of our proxy voting for at least five years and, at a Fund’s request, will furnish proxy voting information, free of charge, to the requesting Fund within a reasonable period of time (usually within ten business days). Funds may request proxy voting information by contacting the Chief Compliance Officer at (817) 871- 4000 or by writing to TPG Opportunities Partners, LLC, Attn: Chief Compliance Officer, at 301 Commerce St., Suite 3300, Fort Worth, Texas 76102. please register to get more info

Not applicable. please register to get more info