For purposes of this brochure, “we,” “us” and “our” refer to TPG Capital Advisors, LLC, together (where the context permits) with our subsidiaries that provide investment advisory services, including those that serve as general partners of the Capital Advisors Vehicles (as defined below). Advisory Clients. As set forth below, our only advisory clients are the Funds and certain fee- paying Co-Investment Vehicles (each as defined below), which we refer to collectively as the “Capital Advisors Vehicles.” In particular,  We provide investment advisory services to the following, which we refer to collectively as the “Funds”: o pooled 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”), and o certain individual investors through separately managed account arrangements. The Funds’ investors are primarily “qualified purchasers,” as defined in the Investment Company Act, and may include, among others, pension and profit sharing plans, trusts, estates, high net worth individuals, banks, thrift institutions, 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, separately managed accounts 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. Organization. TPG Capital Advisors, LLC was formed as a Delaware limited liability company in 2010 and is part of a private investment firm originally founded in 1992, which we refer to, together with its affiliates, including us, as “TPG.” Our ultimate principal owners are, indirectly, David Bonderman and James Coulter. Nature of Advisory Services. As an investment adviser, we identify investment opportunities and participate in the acquisition, management, monitoring and disposition of investments for each Capital Advisors Vehicle. We primarily provide investment advisory services related to private equity investments in various industries, including leveraged acquisitions and recapitalizations, turnarounds, traditional buyouts and investments in growth companies. Such private equity investments take the form of privately negotiated investment instruments, including unregistered equity securities of both U.S. and non-U.S. issuers. Although the primary focus of the Capital Advisors Vehicles is private equity investments, we also from time to time offer advice on investments in, among other things (in each case to the extent consistent with the applicable Capital Advisors Vehicle’s investment objectives and strategies (please see “Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss” below)),  structured equity and other products;  public equities;  energy assets;  currency hedging transactions;  swap transactions (including total rate of return swaps and credit default swaps);  derivative instruments;  short sales;  real estate;  securities lending arrangements;  repurchase agreements; and  bank and other loans, bonds, credit-based securities and claims and other financings and debt originations. Advisory Services and Related Agreements. We generally provide investment advisory services to each Capital Advisors Vehicle pursuant to a separate investment advisory agreement, each of which we refer to as an “Advisory Services Agreement.” Each Capital Advisors Vehicle’s Advisory Services Agreement sets forth the terms of the investment advisory services we provide to the Capital Advisors Vehicle, including any specific investment guidelines or restrictions. Investment guidelines for each Capital Advisors Vehicle, if any, are generally established in its organizational or offering documents, the Advisory Services Agreement and/or side letter agreements negotiated with its investors. We provide investment advice directly to the Capital Advisors Vehicles, and not individually to the investors in the Capital Advisors Vehicles. As described more fully in Item 11 below, we and our related entities routinely enter into side letter agreements with certain investors in the Capital Advisors Vehicles providing such investors with customized terms, which often results in preferential treatment. Amount of Client Assets. As of December 31, 2018, we managed on a discretionary basis a total of approximately $67,061,500,000 of client assets. please register to get more info

Fees Generally. We generally charge asset-based investment advisory fees (which in other contexts we commonly refer to as “management fees”) to the Capital Advisors Vehicles. Advisory fees paid by a Capital Advisors Vehicle are indirectly borne by its investors. Such investment advisory fees are deducted from Capital Advisors Vehicle assets and generally payable quarterly or semi-annually in advance, depending upon the Capital Advisors Vehicle. 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 we charge advisory fees 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 Capital Advisors Vehicle’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 Services Agreements generally impose some restrictions on a Capital Advisors Vehicle’s ability to terminate the agreement. The specific restrictions vary depending on the nature of the Capital Advisors Vehicle. We establish and negotiate with investors in the applicable Capital Advisors Vehicle the precise amount of, and the manner and calculation of, the advisory fees. Such Capital Advisors Vehicle’s Advisory Services Agreement, organizational documents, offering documents and/or other documentation, which we refer to collectively as, together with any applicable side letters, the “Governing Documents,” set forth the precise amount of, and the manner and calculation of, the advisory fees. Certain investors in a Fund, including, for example, a 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 11 for a description of the side letter agreements we and our Related Advisers (as defined below) enter into with certain investors in Capital Advisors Vehicles that provide such investors with customized terms, including with respect to reduced advisory fees. Please see Item 6 for more information on incentive 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 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 the fraud, gross negligence or willful misconduct of us or its general partner), 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 of accountants 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 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 the Fund (regardless of whether TPG employees have provided similar services to the Fund or Related Funds (as defined below)); o incurred in connection with assessing the societal impact of investments made by certain Capital Advisors Vehicles (including fees of affiliates and third-party impact consultants); 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 software and development costs, including third-party diligence software and service providers; o of any administrator and valuation experts (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; o all fees, costs and other expenses relating to the implementation of, and compliance with, legal, regulatory, environmental, social, governance and other similar standards applicable to the Fund, its investments and potential investments, including diligence thereof and any requirements relating to the foregoing set forth in one or more side letters (“Portfolio Compliance”); 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 monitoring 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 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; and 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 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 Capital Advisors Vehicles 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 Capital Advisors Vehicles, Related Funds and/or TPG. We allocate the aggregate costs of these shared items across the applicable Capital Advisors Vehicles, Related Funds and TPG in a manner we determine to be reasonable and fair to all parties. Generally, the allocation method across multiple Capital Advisors Vehicles or Related Funds is pro rata in accordance with assets under management, but we may vary this approach in particular instances if we believe another method is more equitable. For instance, when allocating amounts (including firm-wide insurance) to TPG, TPG’s allocable portion may be based on some other metric and may be a fixed percentage that we determine to be equitable. See “Item 11 – Allocation of Other Fees and Expenses” for more information. In addition, although some expenses are incurred on behalf of a Capital Advisors Vehicle, they may benefit other Capital Advisors Vehicles, Related Funds or TPG more broadly. For example, information TPG obtains in connection with a Capital Advisors Vehicle’s research, due diligence and investment activities will be valuable to other Capital Advisors Vehicles and Related Funds. Furthermore, tools and resources developed at a Capital Advisors Vehicle’s expense will be the intellectual property of TPG and not the Capital Advisors Vehicle. TPG may license or sell their intellectual property to third parties in the future, and the relevant Capital Advisors Vehicle may not benefit from such license or sale. For information on brokerage practices, see Item 12 below. 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 and co-investment (including reverse termination fees, extraordinary expenses such as litigation costs and judgments and other expenses) will typically be borne entirely by the 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, reimbursements for Specialized Operational Services (as defined below – see “Item 11 – Providers of Specialized Operational Services to Portfolio Companies”) or non-advisory administrative fees similar to those described above for the Funds. Fees for Services Provided to Portfolio Companies. In addition, we or our affiliates, including the general partners of the Capital Advisors Vehicles, receive fees related to the making, disposition or management of portfolio companies by the Capital Advisors Vehicles (“Related Services”), including  acquisition and disposition fees;  monitoring fees (which may be accelerated in certain circumstances as described below);  directors’ fees;  financial consulting fees;  advisory fees;  organization, financing, divestment and topping fees;  break-up fees received in connection with the termination, cancellation or abandonment of a potential investment;  commitment fees;  origination fees; and  any other fees earned on or relating to the making, disposition or management of portfolio companies. Governing Documents generally allow us to receive fees for Related Services from a Capital Advisors Vehicle’s portfolio companies, and we expect to receive such fees over the life of a Capital Advisors Vehicle. The amount, structure, timing and other terms of any fee for Related Services will vary depending on the terms of our agreement with each portfolio company. Some fees for Related Services are payable upon closing of a particular transaction or other events, whereas other fees are payable in annual installments, with the possibility that those annual payments accelerate upon specified events. For example, we from time to time charge a portfolio company annual monitoring fees under a management services agreement. The monitoring fees can be a fixed annual amount or a floating amount, sometimes based on a percentage of the company’s earnings. A management services agreement typically has a stated term of ten years, though we expect a management services agreement to terminate when the Capital Advisors Vehicle ceases to hold a material interest in the relevant portfolio company. In certain circumstances (such as the occurrence of an initial public offering or a sale where the Capital Advisors Vehicle maintains a material interest), the termination of the management services agreement may result in the acceleration of the payment of all or a portion of the monitoring fees or may result in the payment of other exit, performance-based or termination fees. The fees paid by portfolio companies for Related Services in these situations may be significant. In general, we typically do not negotiate such fees with portfolio companies on an arm’s-length basis. Fees for Related Services could adversely affect a portfolio company’s financial performance. Although these fees for Related Services are in addition to the advisory fees, we will in some circumstances be obligated to reduce the amount of advisory fees paid by the applicable Capital Advisors Vehicle by an amount equal to all or a portion of such fees for Related Services. The specific amount and nature of this reduction varies among Capital Advisors Vehicles and is generally set forth in the Governing Documents of the applicable Capital Advisors Vehicle. Furthermore, a Capital Advisors Vehicle 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, another Capital Advisors Vehicle, Related Fund or other co-investor. As some Capital Advisors Vehicles do not pay advisory fees (e.g., certain Co-Investment Vehicles) or do not have offset provisions requiring the reduction of advisory fees, we will retain fees for Related Services allocable to these Capital Advisors Vehicles without reduction. 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 Capital Advisors Vehicle 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, 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 Capital Advisors Vehicle to an affiliate of ours (including former Senior Advisors) pursuant to an arrangement that was entered into prior to such person becoming an affiliate of TPG;  any amounts paid by a former portfolio company, such as directors’ fees a former portfolio company pays one of our professionals who remains on the company’s board of directors following the Capital Advisors Vehicle’s disposition of its investment in the company;  any underwriting, private placement or arranging fees, discounts or commissions payable to TPG Capital BD, LLC (“TPG BD”) or TSSP BD, LLC (“TSSP BD”), our broker- dealer affiliates (as described below – see “Item 5—Fees Received by TPG Capital BD, LLC and TSSP BD, LLC”);  the portion of any fee allocable to a co-investor or other Capital Advisors Vehicles or Related Funds (even if it is received by a Capital Advisors Vehicle 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 Capital Advisors Vehicles in respect of in-house services (as described below); and  any amounts paid by a platform company to its management team (as described below – see “Item 11—Platform Companies”). In addition, we, or our employees on our behalf, have received, and expect in the future to receive, stock of certain portfolio companies as a fee for Related Services due to the service of our employees on the boards of such portfolio companies. Although such fees may be subject to offset as described above, the recipients (including us) of such stock generally will be able to determine the timing of the stock’s disposition, which creates in certain circumstances a conflict of interest between us, as an adviser to the Capital Advisors Vehicle, and our related persons, on the one hand, and the Capital Advisors Vehicle, on the other. 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, Capital Advisors Vehicles 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 sharing 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.” Receiving fees that do not offset the advisory fees gives us an incentive to maximize the amount of these fees and to cause Capital Advisors Vehicles to make investments that could generate such fees even if we otherwise would not have caused Capital Advisors Vehicles to make such investments in their absence. Certain In-House Services. Certain Capital Advisors Vehicles pay or reimburse us for the fees, costs and other expenses related to certain legal, regulatory, tax, accounting, information technology and similar services (including Portfolio Compliance) provided by us or an affiliate to or for the benefit of the Capital Advisors Vehicle (including an allocable portion of personnel and related overhead expenses) if certain conditions are met, which generally include:  the fees, costs and other expenses of these services would be paid by the Capital Advisors Vehicle if the services were provided by third-party service providers;  we reasonably believe it is in the Capital Advisors Vehicle’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. The amount of fees, costs and expenses of in-house services that a Capital Advisors Vehicle bears on an annual basis will typically be subject to a cap. Occasionally, whether a service meets the criteria for reimbursement from a Capital Advisors Vehicle is not clear. In such circumstances, we will determine in our sole discretion whether reimbursement is appropriate. From time to time, our in-house professionals work alongside third-party service providers on the same matter or engagement. When this occurs, although a third party is also engaged on the matter, a Capital Advisors Vehicle may still reimburse us for the work performed in house to the extent we determine that the in-house work meets the criteria for reimbursement described above. We have developed processes to monitor the allocation of expenses relating to in-house services. A monthly time allocation is prepared for each individual service provider (e.g., TPG employee or other affiliate) to reflect the services he or she provided to Capital Advisors Vehicles and/or Related Funds, or us or Related Advisers as applicable. Senior professionals in the relevant service group and our legal or compliance professionals review the allocations on a quarterly basis for reasonableness. We determine the monetary value of services performed by a TPG employee providing in-house services by reference to the aggregate annual compensation paid to the employee (including benefits, profits interests, equity interests or other incentive-based compensation), plus an estimate of the overhead and other fixed costs allocable to the employee, and the amount of time spent by the employee providing the in-house services. Our internal compensation team adjusts recorded time as necessary, and we review the assigned monetary value against third-party benchmarks on a regular (typically annual) basis. For time allocated to a Capital Advisors Vehicle, it bears the lesser of the third-party benchmark and the actual in-house service cost. Because our in-house expense allocation process relies on certain judgments and assessments that in turn are based on information and estimates from various individuals, the allocations that result may not be exact. In the future, we may use additional or different methods to allocate in- house expenses. Fees Received by TPG Capital BD, LLC and TSSP BD, LLC. Our affiliates TPG BD and TSSP BD are broker-dealers registered with the U.S. Securities and Exchange Commission (the “SEC”) and members of the Financial Industry Regulatory Authority (“FINRA”). 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; 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 Capital Advisors Vehicles and third parties. TPG BD also  participates in underwriting syndicates and/or selling groups with respect to securities and instruments issued by portfolio companies of a Capital Advisors Vehicle (whether in primary or secondary offerings);  acts as arranger (or in a similar capacity) with respect to loans or lines of credit to Capital Advisors Vehicles, portfolio companies of Capital Advisors Vehicles and third-party borrowers (or in respect of similar debt instruments);  in some cases, will act as a broker in transactions on behalf of Capital Advisors Vehicles; and  provides advisory services to portfolio companies of Capital Advisors Vehicles. TPG BD may act as the sole, lead or managing financial institution in these transactions when consistent with its authorization as a registered broker-dealer. In connection with its involvement in the public or private placement of securities or instruments issued by portfolio companies of Capital Advisors Vehicles, TPG BD may directly or as part of an underwriting syndicate purchase from such portfolio companies the securities or instruments issued. TPG BD and TSSP BD and other affiliates of ours receive fees, commissions and other compensation in respect of the activities described above. Any fees TPG BD receives for participating in underwriting syndicates, selling groups or arrangements of lines of credit would otherwise be paid to investment banks and are not additional fees paid by the issuer or selling securityholders. While we therefore believe such fees, commissions and other compensation are reasonable and generally charged at market rates for the relevant activities, such compensation may not in each case be negotiated at arm’s length and from time to time may be in excess of fees, commissions or other compensation that may be charged by an unaffiliated third party. Capital Advisors Vehicles generally will not have the right to share in, or have advisory fee offsets for, any compensation received by TPG BD or TSSP BD. TPG BD or TSSP BD will only serve as a broker-dealer in a transaction for a Capital Advisors Vehicle or its portfolio company if we determine it is consistent with our fiduciary duties. TPG BD’s business continues to evolve and expand. It is possible that TPG BD may earn fees for engaging in other transactions that relate to a Capital Advisors Vehicle or its portfolio companies. For example, TPG BD could place interests in vehicles formed for the purpose of making co- investments or exercising our rights or discharging our obligations under Governing Documents. When TPG BD acts as the placement agent for a Capital Advisors Vehicle in respect of securities or instruments issued by the Capital Advisors Vehicle, no commission or other compensation is received by TPG BD from such Capital Advisors Vehicle or their investors for such service. For a description of material conflicts of interest created by our relationships with TPG BD and TSSP BD, please see Item 11 below. Leveraged Procurement. Additionally, certain portfolio companies of Capital Advisors Vehicles are also, or have been, 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 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 our 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 Capital Advisors Vehicles. 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 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. 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 interest 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 at different rates, or subject to different hurdle rates, creates an incentive for us or our affiliates to disproportionately allocate time, services or functions to vehicles allocating carried interests at a higher rate (or subject to a lower hurdle rate), or to allocate investment opportunities to such vehicles. We have adopted policies and procedures that, among other things, seek to ensure that investment opportunities are allocated in a manner that we believe is consistent with the relevant Governing Documents and otherwise fair and reasonable under the circumstances, considering such factors as we deem relevant, but in our sole discretion. Since the amount of carried interest allocable to a Capital Advisors Vehicle’s general partner depends on the Capital Advisors Vehicle’s performance, we have an incentive to approve and cause the Capital Advisors Vehicle 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 Capital Advisors Vehicle’s investments at a time and in a sequence that would generate the most carried interest, even if it would not be in the Capital Advisors Vehicle’s interest to dispose of the investments in that manner. In addition, recently enacted tax reform in the United States (see “Item 8 — Methods of Analysis, Investment Strategies and Risk of Loss — Material Risks of Significant Investment Strategies — Tax Considerations”) 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 Capital Advisors Vehicle’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 Capital Advisors Vehicle’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. please register to get more info

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

Methods of Analysis and Investment Strategy – Private Equity We primarily seek to make significant investments in operating companies through acquisitions and financings. In evaluating a potential portfolio company, we conduct extensive due diligence to analyze, among other things, the company’s  market and competitive position within that market;  cost and revenue structures;  unique assets, such as brand strength, distribution capability and intellectual property;  management team and compensation structure;  key downside risks;  contingent liabilities (environmental, regulatory, accounting or otherwise);  potential growth opportunities; and  potential exit strategies. We employ a worldwide network and an integrated investment process. We seek to establish a comprehensive view of key investment issues, including operations, competitors and regulatory constraints, across geographies. Funds are integrated through one centralized investment review process, from sourcing through portfolio management. In each Fund, we generally seek to build a portfolio that is diversified with respect to transaction type, geographical exposure (as distinct from “domicile”) and sector. We also generally seek to maintain investment balance across industries that we believe are stable or otherwise attractive and industries with attractive long-term secular growth trends. We aim to identify “second derivative” correlations to avoid overweighting to single macroeconomic factors that typically affect different industries and geographies. We also source and present to investors in certain Funds investment opportunities tailored to meet pre-determined investment strategies, and such opportunities may be pursued through a one-investor Fund that represents a separately managed account for such investor. Such strategies include making investments with shorter durations and different targeted returns than those found in traditional private equity funds. Investments in Funds that represent separately managed account arrangements are made on a discretionary basis, and such investments may or may not be made alongside other Funds. We seek to identify operational enhancements during due diligence and to add value to portfolio companies following an acquisition. We utilize creative operational and financial strategies throughout the portfolio companies’ evolution. We and our affiliates employ a group of operating professionals with significant career experience and deep sector expertise. We and our affiliates also employ a group of professionals with highly focused functional specializations. We have a dedicated TPG operations team with the mission of driving shareholder value creation by engaging throughout the lifecycle of an investment, from the investment due diligence phase through exit. Following investment, the TPG operations team helps identify and execute on revenue growth, operational effectiveness and profit enhancement initiatives. The scope of this group’s activities is summarized as follows:  support the due diligence process by providing sector insights and expertise that informs transaction underwriting and identifying opportunities for operational improvement post- investment;  support human capital initiatives by enhancing management teams and boards;  drive the value creation planning process through active engagement with management teams;  provide business performance oversight; and  serve as interim executives, when necessary. Methods of Analysis and Investment Strategy – Private Equity (Asia) In Asia, we focus on sourcing assets in select sectors and markets. We aim to invest in deals we expect will benefit from regional growth trends and leverage our operations capabilities by seeking to acquire or upgrade talent and drive operational change. We seek to create a diversified portfolio across Asian geographies, sectors, control profiles and deal types. We apply a thematic approach to investing, pursuing what we believe to be the most attractive risk-adjusted investment opportunities available. We seek geographic diversification to help mitigate country-specific risk. We believe the ability to maintain flexibility is important given the geographically expansive region and the variation in the maturities of the economies. As a pan-Asian investor, we invest in both developed and developing countries, which yield different investment opportunities from traditional leveraged buyouts to growth equity. We emphasize control-oriented investments and implement various types of deal structures according to what we deem most appropriate for the market and opportunity and believe that gaining influence (particularly in minority investments) requires creativity, an understanding of local regulatory and political restrictions, credibility as a partner and local relationships. Methods of Analysis and Investment Strategy – Private Equity (Growth) Our Growth investment team focuses on growth investments and smaller private equity deals. Our Growth Funds invest primarily in small- and middle-market growth equity and buyout opportunities and use our substantial institutional resources to contribute to thematic insight, sourcing and investment diligence with the aim of enhancing investment returns. We pursue investments in three main categories: 1. proactive sector- or geography-based themes that are consistent with our accumulated expertise and views on the market; 2. companies in which our platform capabilities and portfolio create differentiated investing views; and 3. classic middle-market opportunities in which we can buy at attractive valuations and improve the business post-closing with the aim of generating strong risk-adjusted returns. Our growth investments are often sourced directly through our broader platform, including our network of portfolio companies and relationships. We seek opportunities in which our investing platform or expertise creates differentiated investment opportunities and unique insights that inform the investment thesis and transaction underwriting – what we refer to internally as the “TPG angle.” We source and invest across the globe, in a variety of sectors. We primarily make growth equity investments and will consider select investments in early-stage opportunities. We seek to diversify Funds by industry and to optimize the capital structure of our portfolio companies to enhance equity returns, using leverage in select situations. Methods of Analysis and Investment Strategy – Private Equity (Rise) The Rise Fund invests primarily in buyout, venture capital and growth investment opportunities that have positive social and environmental impact inherent in their core strategy. The Rise Fund represents a paradigm shift, investing at scale to pursue both competitive financial returns and measurable societal benefits. The Rise Fund seeks to harness the diverse skills of a unique group of stakeholders: TPG’s small- and middle-market growth equity and buyout platform (TPG Growth), an advisory board comprising global thought leaders supporting conscious capitalism (the “Rise Founders’ Board”) and strategic partners. With these complementary perspectives, the Rise Fund thematically expects to select businesses producing goods or services that help address significant societal challenges such as those identified by the United Nations Sustainable Development Goals. Additionally, the Rise Fund has developed a rigorous impact assessment methodology to inform its decisions throughout the investment process. Similar to TPG Growth, the Rise Fund pursues investments in three main categories: 1. proactive sector, geography or impact- based themes that are consistent with our accumulated expertise and views on the market; 2. companies in which our platform capabilities and portfolio create differentiated investing views; and 3. classic buyout, venture capital or growth opportunities in which we can buy at attractive valuations and improve the business post-closing with the aim of generating strong risk- adjusted returns and positive social or environmental impact. Our Rise investments are often sourced directly through our broader platform, including our network of portfolio companies and relationships, as well as the Rise Founders’ Board. We seek opportunities in which we believe our investing platform or expertise creates differentiated investment opportunities and unique insights that inform the investment thesis and transaction underwriting — what we refer to internally as the “TPG angle.” Methods of Analysis and Investment Strategy – Private Equity (TPG Tech Adjacencies) TPG Tech Adjacencies (“TTAD”) is the primary investment vehicle for TPG’s equity investments in companies operating in the internet, digital media, software and technology services sectors that do not fit within the mandates of any current TPG fund. TTAD expects to benefit from the thematic insight, sourcing capabilities and investment diligence of TPG’s substantial institutional resources. Over the past decade, the increasing flow of capital into the private markets has enabled technology companies to stay private for longer as they strive to invest in and grow their businesses and organizations. Much of a company’s equity value creation is now taking place in the private markets as opposed to the public markets. In our view, this dynamic has created a new asset class of investment opportunities that few traditional players have mandates to pursue. TPG Tech Adjacencies is intended to be a flexible source of capital that we believe we have positioned to pursue these opportunities through three types of equity-oriented investments: “Opportunistic Common” investments, “Structured Transactions” and “Employee Option Liquidity Solutions.”  Opportunistic Common: TTAD intends to pursue opportunistic common equity investments including employee and seed investor secondary deals.  Structured Transactions: Through the use of structured, senior preferred investments that include downside protection through liquidation preferences, redemption rights and/or other features, TTAD aims to help companies secure additional capital and avoid flat-to- down rounds.  Employee Option Liquidity: TTAD will seek to provide liquidity solutions to employees of technology companies who hold options but require capital to exercise them and in exchange TTAD expects to earn a profit share on the employees’ equity. Methods of Analysis and Investment Strategy – Private Equity (TPG Digital Media) TPG Digital Media is a TPG platform making acquisitions across several digital media sectors. TPG Digital Media has a long-term and control-oriented mandate and looks to take a “buy and build” approach with its assets. We typically begin with a foundational investment in a given vertical. As a holding company, our design facilitates ongoing investment behind that asset and its underlying thesis. Thus, our portfolio companies are meant to connect, leveraging core competencies, diversifying revenues and sharing costs. We believe that this flexibility also presents multiple exit options. Methods of Analysis and Investment Strategy – Private Equity (Energy Solutions) TPG Energy Solutions (“TES”) is as an oil and gas (“O&G”) focused fund targeting long-term private equity type returns through investments in securities expected to provide downside protection and equity upside. TES makes primarily structured investments, including investments in private companies, private investments in public equity, asset-level investments and other directly placed securities, in U.S. O&G companies, with a primary focus on the midstream and upstream sectors. TES’s focus is informed by the ongoing need for external capital in those segments to fund capital projects and a view on valuation for these sectors relative to fundamentals. TES intends to focus on investments with expected downside protection and an attractive risk- reward proposition. TES pursues investments in two main categories within the O&G sector: 1. preferred equity that is convertible into common equity or combined with warrants to purchase common equity; and 2. asset-level investments that allow upstream and midstream companies to fund development. TES expects to leverage TPG’s history of structured energy investing to source and execute investments. We believe TES also benefits from the broader TPG platform in several ways, including (i) experience with new investment platforms, (ii) sourcing deals through its broad network, (iii) investment decisions and underwriting discipline and (iv) structuring, financing and capital markets capabilities. Methods of Analysis and Investment Strategy – Private Equity (Biotechnology) We believe that the intrinsic scientific and medical complexities of the healthcare industry, coupled with the pace of progress of the biomedical research community, creates opportunities for investors who possess a sound grasp of these issues and close ties to the research community, and that such biomedical expertise must be coupled with sophisticated business acumen and connections to the venture capital, pharmaceutical and biotechnology industries. Our biotechnology investment team has strong scientific, medical, operating and investing skills from working with the venture capital, biotechnology, pharmaceutical and medical device industries. We seek to leverage those skills to identify inflection points in the valuation of companies and to recognize the time when an intriguing scientific result becomes a commercially realistic opportunity. We invest in early- and late-stage venture capital companies in the biotechnology and related life sciences industries, as well as having selective exposure to growth equity, later-stage buyout and structured finance pharma opportunities through co-investing with the broader TPG healthcare ecosystem focusing on those companies that specialize in therapeutics, healthcare services, medical technologies and emerging opportunities that may arise as a result of shifts in market trends. We employ a science-based market approach that we believe allows us to effectively  handicap the likelihood of a product’s clinical and regulatory success;  assess the challenges of commercialization, including payor and physician acceptance; and  identify new commercial applications of proprietary technology. Our investment team comprises a combination of scientific, medical, executive, operational and investment experience that we believe is well-suited to the challenges of identifying, evaluating and building the next generation of life sciences companies. Increasingly, investors are asked to assess the potential therapeutic and market value of a compound or the clinical utility and importance of a molecular diagnostic or medical device. We apply an operationally intensive approach in order to maximize portfolio company success. We believe that maintaining an active focus on portfolio construction allows us to optimize risk/reward with respect to our capabilities and the overall market conditions during the investment period. As strategic and public market interest in various sectors and stages of companies change over time, our portfolio construction approach aims to facilitate alternative exit options for various investments. We seek to source investment opportunities through relationships with the academic community, executives and scientists in the pharmaceutical and biotechnology industries, other venture capital firms, our global platform and a network of entrepreneurs and executives. Methods of Analysis and Investment Strategy – TPG ART TPG Alternative and Renewable Technologies, L.P. (“TPG ART”) is a growth and late-stage venture fund, focused on investing globally in companies focused on industrials, energy services and agriculture, where sustainability and efficiency can create meaningful business advantage. Historically, much of the alternative and renewable technology investing has focused either on very early-stage venture-type technology investing or later-stage project finance, with less capital available to address deployment and “first build” risk. To date, much of the technology has originated in the United States or European Union and has targeted deployment within those regions, even though other regions, such as developing markets, might be more suitable for economic, geographic or regulatory reasons. TPG ART believes that this dynamic creates opportunities to identify good technologies and fund them through the company development lifecycle, help expand their geographic reach as well as to identify mid- to later-stage opportunities that have “stalled” prior to deployment. Material Risks of Significant Investment Strategies The investment strategies described above, and other strategies that Capital Advisors Vehicles pursue, involve a substantial degree of risk, and the Capital Advisors Vehicles 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 Capital Advisors Vehicle’s offering documents, and our representatives are available to discuss with potential investors the risks involved in the strategies a Capital Advisors Vehicle pursues. Such material risks include those set forth below. While the following discusses the risks as they relate to the “Funds,” Co-Investment Vehicles will be subject to some or all of the following risks, depending on the risks associated with the applicable transaction or investment strategy. To the extent certain Co-Investment Vehicles pursue investments or strategies that are not pursued by the Funds, such Co-Investment Vehicles will likely be subject to additional risks, as described in their respective offering documents. 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 regulations;  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, including the risks of war and the effects of terrorist attacks. 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. Instability in the securities markets and economic conditions generally also increase the risks inherent in the Funds’ investments. For example, volatile market conditions can lead to significantly diminished availability of credit and an increase in the cost of fundraising, which can materially hinder the initiation of leveraged transactions. In addition, the ability to realize investments depends not only on portfolio companies and their historical results and prospects, but also on political, market and economic conditions at the time of such realizations. As a result of the foregoing, we may not be capable of, or successful at, preserving the value of Fund assets, generating positive investment returns or effectively managing Fund risks. Competition for Investments. The Funds compete for investment opportunities with funds and other investment vehicles having similar investment objectives or strategies. Potential competitors include other investment funds, business development companies, strategic industry acquirers and other financial investors 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;  access to funding sources unavailable to a Fund; and  an ability to achieve synergistic cost savings in respect of an investment. 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. Risks Associated with Publicly Traded Securities. From time to time the Funds invest in publicly traded securities and hold publicly traded securities following a partial exit from an investment. When investing in public securities, a Fund may be unable to obtain financial covenants or other contractual rights, including management rights, that it might otherwise be able to obtain in making privately negotiated investments. Moreover, a Fund may not have the same access to information in connection with investments in public securities, either when investigating a potential investment or after making an investment, as compared to privately negotiated investments. Furthermore, a Fund would be limited in its ability to make investments, and to sell existing investments, in public securities if we have material, non-public information regarding the issuers of those securities or as a result of other internal policies. The inability to sell public securities in these circumstances could materially adversely affect the investment results of the Fund. In addition, a Fund may sell a portfolio company to a public company where the consideration received consists (at least in part) of stock of the public company, which may be subject to lock- up periods. Investments in securities of publicly traded companies are sensitive to general movements in the stock market and trends in the overall economy. Moreover, the ability of portfolio companies to refinance debt securities may depend on their ability to sell new securities in the public high-yield debt market or otherwise. 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 company 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. Reliance on Our Professionals. The success of a Fund will depend in large part upon the skill and expertise of our professionals and those of our affiliates. There can be no assurance that any individual professional will continue to be associated with a Fund or that replacements will perform well. Our ability to recruit, retain and motivate qualified investment professionals is dependent in part on our ability and that of our affiliates to offer attractive incentive opportunities. There is competition among alternative asset firms, financial institutions, private equity firms, investment managers and other industry participants for hiring and retaining qualified investment professionals. Should any of our professionals join or form a competing firm, become incapacitated or in some other way cease to participate in investment activities of a Fund, its performance could be adversely affected. Recently enacted tax reform in the United States has increased the holding period required in order for professionals to treat carried interest as capital gain, which may increase the amount of taxes such professionals would be required to pay with respect to their carried interest. If additional, broader legislation were to be enacted to treat carried interest as ordinary income rather than a capital gain, the amount of taxes that our professionals would be required to pay with respect to their carried interest would materially increase, thereby adversely affecting our ability and that of our affiliates to offer attractive incentive opportunities. Reliance on the Management of Portfolio Companies. Although we intend to ensure that Fund portfolio companies have strong management teams and/or to assist in enhancing management teams, there can be no assurance that any portfolio company’s management team will be able to operate successfully. With respect to emerging companies, we may have limited ability to evaluate their management based on past performance, and such companies may rely more on individual members of the management team than more established companies do. In addition, instances of fraud, other deceptive practices and/or other misconduct committed by the management teams of portfolio companies may undermine our due diligence efforts with respect to such investments or otherwise adversely affect the operations of a portfolio company. If such fraud, other deceptive practices and/or other misconduct is discovered, it could adversely affect the valuation of the Fund’s investment. Sourcing of Investments. We expect to source a substantial volume of a Fund’s investment opportunities through our personnel, relationships and various platforms. To the extent these sourcing channels do not present us with a sufficient volume of investment opportunities, or the opportunities presented are not suitable for investment by a Fund, the Fund’s performance will be adversely affected. Extensive Government Regulation. The extensive government regulation of certain industries in which certain Funds invest creates additional uncertainty and risks for the Fund. Certain investments may require regulatory approval to consummate (for example, antitrust-related approval), and the failure to obtain such approvals may prevent the Fund from consummating the applicable investments. Obtaining regulatory approval is often a lengthy and expensive process with an uncertain outcome, and portfolio companies may be unable to obtain necessary regulatory approvals on a timely basis, if at all, which could materially and adversely affect their performance. Tax Considerations. We expect the Funds to be subject to income and/or withholding taxes in the various jurisdictions in which they conduct investment activities. The rate of any withholding taxes and the creditability of such foreign taxes typically depend in part on the facts and circumstances relating to the particular investment and generally would differ for each investment. The Funds may invest in jurisdictions in which the tax treatment of the Funds and their activities is uncertain or subject to changing interpretations (including retroactively) or enforcement practices. The Funds will take positions with respect to certain tax issues that depend on legal and other interpretive conclusions. In particular, there are significant uncertainties regarding the interpretation and application of the broad-based reform of the Internal Revenue Code of 1986, as amended (the “Code”) that was signed into law on December 22, 2017 (the “Tax Act”). While additional guidance on the Tax Act is expected, the timing, scope and content of such guidance are not known. Changes the Tax Act made to the Code and any further changes in tax laws or interpretation of such laws may be adverse to 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, or “Brexit.” In accordance with the referendum, the UK government gave notice on March 29, 2017 of the United Kingdom’s withdrawal from the European Union, commencing negotiations regarding the United Kingdom’s exit from the European Union and the terms of the United Kingdom’s relationship with the European Union thereafter, including with respect to trade. This negotiation process has been lengthy and complicated, and much uncertainty remains. Various Brexit developments have caused volatility in global stock markets and currency exchange rate fluctuations. Although we cannot predict the full effect of Brexit, Brexit could have a significant adverse impact on 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 a Fund’s investments and ability to access markets, as well as limit the Fund’s investment opportunities and exit options. In addition, the United Kingdom’s immigration policy (in respect of both European Union and third-country nationals) following Brexit remains subject to significant uncertainty. Many of our Europe-focused investment professionals are currently based in London, England, and the adoption of any new immigration policies may adversely affect our ability to attract and retain professionals in the United Kingdom. Increased Regulatory Oversight. The financial services industry generally, and the activities of private investment funds and their managers, in particular, have in recent years been subject to intense regulatory oversight. As a result of such oversight, we anticipate that, in the normal course of business, our officers will have contact with governmental authorities and/or need to respond to inquiries or examinations and/or implement new, or enhance existing, policies and procedures. We would also expect the Funds to be subject to regulatory inquiries concerning their securities positions and trading. The passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd- Frank Act”) resulted in extensive rulemaking and regulatory changes that affect private fund managers, the funds that they manage and the financial industry as a whole. Pursuant to the Dodd- Frank Act, the SEC adopted rules that require reporting by registered investment advisers to private funds, which have added costs to our legal, operations and compliance obligations, and those of the Funds and their general partners, and have increased the amount of time that we spend on non- investment-related activities. The Dodd-Frank Act currently affects a broad range of market participants with whom the Funds interact or may interact, including banks, non-bank financial institutions, rating agencies, mortgage brokers, credit unions, insurance companies, broker-dealers, futures commission merchants and swap dealers. It is difficult to predict the future of the Dodd-Frank Act or to anticipate the effect of these and other regulatory changes on a Fund and its general partner, and such continued uncertainty may increase market volatility, making it more difficult for us to execute the investment strategy of a Fund. In addition, on August 25, 2015, the U.S. Treasury Department’s Financial Crimes Enforcement Network released a notice of proposed rulemaking that would impose anti-money laundering compliance obligations on registered investment advisers. These proposed rules (or other rules that may be proposed in the future) may further increase our compliance obligations and related costs, require us to obtain certain information or representations from investors and increase the amount of time we spend on non-investment-related activities. The implementation of the European Union’s Directive 2011/61/EC on Alternative Investment Fund Managers (the “AIFM Directive”) could have an adverse effect on the continued operation of a Fund where limited partner interests are offered to or placed with investors in any European Economic Area (“EEA”) Member State that has implemented the AIFM Directive. The AIFM Directive applies to the manager of any investment fund that is not authorized under the Undertakings for Collective Investment in Transferable Securities Directive (an “AIF”) or does not otherwise fall within a relevant exclusion under the AIFM Directive (an “AIFM”). A Fund’s general partner is restricted in marketing the Fund to investors who are domiciled, resident or have a registered office in any EEA Member State where the AIFM Directive is in force. This could limit the Fund’s ability to attract investors, resulting in a lower overall amount of capital, which limits the range of investment strategies and investments that the Fund is able to pursue and make. We and a Fund’s general partner may be required to comply with additional initial disclosure, annual reporting and regulatory filing requirements in relation to a Fund and, in certain EEA Member States, may be required to comply with registration requirements, including the requirement to appoint a depositary. Compliance with these requirements results in additional costs to the applicable Fund, reducing the returns for investors. The need to comply with any such registration requirements has the potential to delay the fundraising process, thereby reducing the speed with which we and the Fund’s general partner can deploy the capital raised. The AIFM Directive imposes certain requirements and restrictions on a Fund where the Fund acquires control of a portfolio company in an EEA Member State. These requirements include making certain notifications and disclosures where a Fund acquires or disposes of shares in an EEA portfolio company. The restrictions include restrictions on the extent to which a Fund can bring about or support distributions, acquisition of shares or reductions in the capital of an EEA portfolio company. These requirements and restrictions could limit the use of certain investment and realization strategies, such as dividend recapitalization and reorganizations. These requirements and restrictions could also place a Fund, its general partner and us at a disadvantage against competitors that do not use a fund structure or whose fund(s) have not been marketed in any EEA Member State. In addition, compliance with these requirements and restrictions often results in additional costs to a Fund, reducing the returns for investors. There remains some uncertainty as to the manner in and extent to which the AIFM Directive is being implemented in various EEA Member States. This uncertainty increases the risk of a breach by a Fund’s general partner and us in an EEA Member State of the requirements imposed by the AIFM Directive. Such a breach could result in a regulatory authority or court in that or another EEA Member State requiring the general partner and us to return any capital or other funds to investors or otherwise seeking to take other enforcement or remedial action against a Fund, its general partner, or us. This could result in a reduction in the overall amount of capital available to a Fund, thus potentially limiting the range of investment strategies and investments that the Fund is able to pursue and make or otherwise result in a loss to the Fund. Investments in Early-Stage and Late-Stage Companies. Certain Funds invest in companies that are in a conceptual or early stage of development. These companies are often characterized by short operating histories, new technologies and products, quickly evolving markets and management teams that may have limited experience working together, all of which enhance the difficulty of evaluating these investment opportunities. The management of these companies will need to implement and maintain successful marketing, finance and other operational strategies in order to become and remain successful. Other substantial operational risks to which these companies are subject include uncertain market acceptance of the company’s products or services, a high degree of regulatory risk for new or untried and/or untested business models, products and services, high levels of competition among similarly situated companies, lower capitalizations and fewer financial resources and the potential for rapid organizational or strategic change. Any investments in early-stage companies are considered highly speculative and may result in the loss of the Fund’s entire investment. Certain Funds also invest in later-stage companies, which involve different types of risks. These companies typically have obtained capital in the form of debt and/or equity to expand rapidly, reorganize operations, acquire a business or develop new products and markets; these activities by definition involve a significant amount of change and could cause significant issues in sales, manufacturing and general management. Nature of Societal Impact Investments. The focus of certain Funds on positive societal impact investments subjects them to a variety of risks, not all of which can be foreseen or quantified. When evaluating potential investment opportunities for these Funds, in addition to financial return, we will look at an investment’s potential to achieve a positive societal impact. As a result, the opportunity set for potential investments will necessarily be smaller than it would otherwise be if we were seeking to make investments solely on the basis of financial returns, and we may forgo opportunities for these Funds that are attractive from a financial perspective if they do not also meet the Funds’ societal impact criteria. In addition, although we believe that pursuing positive societal impact does not have to negatively affect an investment’s financial returns, and it can even enhance a portfolio company’s profitability, it is possible that a company’s dual focus on financial returns and positive societal impact may from time to time require it to make decisions that favor one goal at the expense of the other. Any determination about whether or not a potential investment is expected to produce a positive societal impact will be made in our sole discretion. Although we will be advised by experts and will engage third parties to develop and implement impact assessment methodologies, the determination about what constitutes a positive societal impact is inherently subjective, and what we consider to be societally beneficial may not necessarily reflect the views of all of the relevant Funds’ investors. In addition, it is possible that the companies in which we invest are unable to obtain or realize the positive societal impact that they seek to deliver. Additional Capital Requirements of Portfolio Companies. Certain of a Fund’s portfolio companies, especially those in a development phase, require additional financing to satisfy their working capital requirements or acquisition strategies. Each round of financing (whether from the Fund or other investors) is typically intended to provide a portfolio company with enough capital to reach the next major corporate milestone, and the amount of such additional financing will depend upon the maturity and objectives of the portfolio company. If the funds provided are not sufficient, a portfolio company may have to raise additional capital at a price unfavorable to the existing investors, including the Fund. A Fund also may make additional debt and equity investments or exercise warrants, options or convertible securities it acquired in the initial investment in a portfolio company in order to preserve the Fund’s proportionate ownership when a subsequent financing is planned, or to protect the Fund’s investment when the portfolio company’s performance does not meet expectations. The availability of capital is generally a function of capital market conditions that are beyond the control of a Fund or any portfolio company. There can be no assurance that we or the portfolio company will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Investments in Junior Securities. The Funds often invest in companies that have already received one or more rounds of financing. The securities in which a Fund will invest in these instances may be among the most junior in a portfolio company’s capital structure and thus subject the Fund to a greater risk of losing all or part of its invested capital. There will often be no collateral to protect a Fund’s investment in such securities. Uncertainty Regarding Investments. Although we dedicate substantial time and resources to conduct appropriate due diligence prior to making an investment, the due diligence process is subjective at times and may be undertaken on an expedited basis and/or on the basis of imperfect information in order to take advantage of available investment opportunities. The due diligence process also at times requires us to rely on the limited resources available to us, including information provided by the target of the investment and third-party consultants, legal advisers, accountants and investment banks. As a result, the due diligence investigation may not reveal or highlight all relevant facts that are necessary or helpful in evaluating such investment opportunity. Our due diligence investigations cannot ensure the success of our investments. Dependence on Patents, Trademarks and Other Intellectual Property. Certain Fund investments will depend heavily on intellectual property rights, including patents, trademarks and servicemarks. The ability to effectively enforce patent, trademark and other intellectual property laws will affect the value of many of these companies. Patent disputes are frequent and can preclude commercialization of products, and patent litigation is costly and could subject a portfolio company to significant liabilities to third parties. The presence of patents or other proprietary rights belonging to other parties may lead to the termination of the research and development of a portfolio company’s particular product. Availability of Financing. A Fund’s ability to invest in portfolio companies often depends on the availability and terms of any borrowings that are required or desirable with respect to such investments. For example, from time to time the market for private investment transactions has been adversely affected by a decrease in the availability of senior or subordinated financings for transactions. A decrease in the availability of financing (or an increase in the interest cost) for leveraged transactions, whether due to adverse changes in economic or financial market conditions or a decreased appetite for risk by lenders, would impair a Fund’s ability to consummate these transactions and would adversely affect the Fund’s returns. Investments in Restructurings. Certain Funds invest in restructurings involving portfolio companies that are experiencing or are expected to experience financial difficulties. These portfolio companies may never overcome these financial difficulties and may become subject to bankruptcy proceedings. Investments in restructurings may be adversely affected by laws relating to, among other things, fraudulent conveyances, voidable preferences and lender liability and by a bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims or recharacterize investments. Such investments could, in certain circumstances, subject a Fund to certain additional potential liabilities that have the potential to exceed the value of its original investment. For example, under certain circumstances, a lender who has inappropriately exercised control over the management and policies of a debtor will have its claims subordinated or disallowed or found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, a bankruptcy court could reclaim a payment to a Fund or a Fund’s distributions to its limited partners if the court determines that the payment or distribution is a fraudulent conveyance, preferential payment or similar transaction under applicable bankruptcy or insolvency laws. Investments in Operating Turnarounds. In some cases, the success of a Fund’s investment strategy will depend in part on our ability to restructure and improve the operations of a portfolio company. Identifying and implementing restructuring programs and operating improvements at portfolio companies entails a high degree of uncertainty, and there can be no assurance that we will be able to successfully do so. Non-U.S. Investments. Funds make investments outside of the United States, including in certain developing foreign markets. Investments in the securities of foreign issuers may be restricted or controlled to varying degrees. These investments require consideration of risks not typically associated with investing in U.S. securities or property, including, among other things,  trade balances and imbalances and related economic policies;  potential price volatility in, and relative illiquidity of, some non-U.S. securities markets;  unfavorable currency exchange rate fluctuations;  imposition of exchange control regulation by the U.S. or foreign governments;  U.S., foreign or other withholding taxes;  limitations on the removal of funds or other assets;  policies of governments with respect to possible nationalization of their industries; and  political difficulties, including expropriation of assets, confiscatory taxation and economic or political instability in foreign nations. Laws and regulations of foreign countries may impose restrictions that would not exist in the United States and may require financing and structuring alternatives that differ significantly from those customarily used in the United States. There is generally less publicly available information about foreign companies than would be the case for comparable companies in the United States, and certain foreign companies are not subject to accounting, auditing and financial reporting standards and requirements comparable to, or as uniform as, those of U.S. companies. Some countries require governmental approval prior to investments by foreign persons, limit the amount of investment by foreign persons in a particular company or restrict investment by foreign persons to a specific class of securities of a company that have less advantageous terms than the classes available for purchase by nationals. Certain countries require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. Delays in, or a refusal to grant, any required governmental approval for repatriation of capital or earnings, as well as the application to the Fund of restrictions on investments, could adversely affect a Fund. In addition, because a Fund’s investments in other countries will likely be denominated in the currencies of such countries, a change in the value of these currencies against the U.S. dollar will result in a corresponding change in the U.S. dollar value of the Fund’s assets denominated in those currencies. Investments in Developing Market Countries. Certain Funds make investments in developing market countries. Investments in developing market countries are often subject to more substantial risks in political and macro-economic conditions, such as significant currency fluctuations, changes in governmental controls over the economy and high rates of inflation, and these factors may have a materially adverse effect on a Fund’s investments. Moreover, the economies of developing market countries generally are more heavily dependent upon international trade than developed market countries and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. Expropriation, confiscatory taxation, nationalization, political, economic or social instability or other developments could adversely affect Fund assets held in particular developing market countries. Laws and legal standards in many developing market countries differ from those in the United States. The general trend of legislation in certain countries has improved the legal climate for business, including by enhancing somewhat the protection afforded foreign investment. This positive trend in economic legislation, however, may slow, cease or reverse, particularly in the event of a change in leadership, social disruption or other circumstances. In addition, many developing market countries do not have well-developed shareholder rights and provide inadequate legal remedies for breaches of contract (e.g., a shareholder agreement). A Fund’s ability to bring suit against a developing market entity in which the Fund invests, or such entity’s directors, executive officers or shareholders, may be limited. Such entities are likely organized under the laws of countries other than the United States, their directors and officers likely reside outside of the United States, and substantially all of their assets may be located outside of the United States. As a result, the Fund will likely be unable to effect service of process within the United States upon such entities or their directors and officers. Even where a Fund successfully sues an entity in the United States, enforcement of the judgment in certain jurisdictions may be difficult or impossible. Limited or inadequate legal protection could have a material adverse effect on a Fund’s investments. Real Estate. Certain Funds have invested in real estate and may make investments for which real estate is an incidental but significant portion of the investment’s asset base or value. Investments in real estate include, among other things, investments in private platform, corporate control and public company investments, and may consist of both debt and equity assets. There are numerous risks related to the ownership and operation of real estate, including  fluctuations in the overall economy;  national and local real estate conditions;  dependence on cash flow;  management direction and quality;  increased competition with respect to rental rates;  property attractiveness and location;  financial condition of tenants, buyers and sellers of properties;  quality of maintenance, insurance and management services;  natural disasters: and  changes in operating costs. Government laws and regulations also may affect the results of a real estate investment, including those governing or related to usage, improvements, zoning, the environment, taxes and securitization of residential and commercial mortgages, as do the levels of unemployment and interest rates and the availability of financing. In addition, the real estate markets have experienced significant volatility in recent years. Interest Rate Risks. Certain Funds will have exposure to interest rate risks, meaning that changes in prevailing interest rates could negatively affect them. Factors that may affect market interest rates include  inflation,  slow or stagnant economic growth or recession,  unemployment,  money supply and the monetary policies of the Board of Governors of the U.S. Federal Reserve System,  international disorders and  instability in domestic and foreign financial markets. We expect to periodically experience imbalances in the interest rate sensitivities of a Fund’s assets and liabilities and the relationships of various interest rates to each other. In a changing interest rate environment, we may not be able to manage this risk effectively. Failure to manage interest rate risk effectively could adversely affect the Fund’s performance. Hedging Transactions and Risks; Synthetic Investments. In connection with certain investments, some Funds employ hedging techniques intended to reduce the risks of these investments, including, for example, adverse movements in interest rates, securities prices and currency exchange rates. However, we are not required to employ such hedging techniques in connection with Fund investments, and may be unable to anticipate all risks against which we could employ such hedges. In addition, hedging transactions have inherent risks, including the possible default by the counterparty to the transaction and the illiquidity of the instrument a Fund acquires. Although these transactions aim to reduce a Fund’s exposure to, among other things, currency fluctuations or decreases in the value of investments, the costs and risks associated with these arrangements may reduce the returns a Fund would have otherwise achieved had the Fund not entered into these transactions. Also, while hedging transactions generally hedge economic risks, they are not always effective hedges for tax purposes. For example, the tax character of the gain or loss on the hedging transaction may differ from the character of the gain or loss on the investment, or the timing of the gain or loss for tax purposes may differ between the hedging transaction and the investment. Finally, changes to the regulations applicable to the financial instruments a Fund uses to accomplish its hedging strategy, including the CFTC’s current and proposed rules on position limits for derivatives, could limit the effectiveness of that strategy or require more onerous reporting. With respect to any investments in synthetic instruments, a Fund will have a contractual relationship only with the synthetic instrument counterparty and no direct rights with respect to the underlying asset. A Fund may not have any voting, information or other rights of ownership with respect to the underlying asset. In addition, a Fund will be subject to the credit risk of the synthetic instrument counterparty, and, in the event of the insolvency of that counterparty, generally will be treated as a general creditor of that counterparty and will not have any claim of title with respect to the underlying asset. Portfolio companies may also employ hedging techniques, and such hedging activities would be subject to the same risks and limitations discussed above. Co-Investment Warehousing. A Fund from time to time will acquire and temporarily set aside, or “warehouse,” a portion of an investment opportunity in order to facilitate a co-investment by one or more affiliated or third-party co-investors. If the co-investment is not ultimately consummated, the Fund would end up holding a larger portion of the investment than it otherwise expected or desired to hold. The risk of a co-investment not being consummated generally would increase in the event an investment decreases in value during the warehousing period, potentially requiring the Fund to bear the losses in connection with the investment. We typically determine the cost of the co-investment in our sole discretion, taking into account its cost to the relevant Fund, the cost of capital and other factors, and may not charge the co-investors an amount that accurately reflects any appreciation in the value of the investment or appropriately compensates the Fund for the costs and risks incurred during the holding period. Bridge Financings. From time to time, a Fund lends to one of its investments on a short-term, unsecured basis in anticipation of a future issuance of more permanent, long-term equity or debt securities. However, for reasons not always in a Fund’s control, such long-term securities may not be issued, and such bridge loans may remain outstanding. If that happens, the interest rate on such loans generally would not adequately reflect the risk associated with the unsecured position taken by the Fund. Potential Reporting Obligations; Other Regulatory Regimes. Acquisitions by a Fund of equity securities are expected to result from time to time in reporting and compliance obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or their equivalent regimes in non-U.S. jurisdictions. Portfolio companies may also subject a Fund and, in limited circumstances, its partners, to other regulatory and reporting requirements. Investments in the communications, insurance, financial services, healthcare and mortgage industries would typically require a Fund to secure regulatory approvals or licenses, or to disclose information about itself or its equity holders. Applying for and obtaining these regulatory approvals or licenses is often a lengthy and expensive process with an uncertain outcome. Portfolio companies may be unable to obtain necessary regulatory approvals on a timely basis, if at all, which could materially and adversely affect their performance. In addition, a Fund will be subject to tax reporting requirements in the United States and likely in other jurisdictions. The Fund will bear the costs of compliance. Disclosure of Information. Certain investors in certain Funds are subject to state public records, similar freedom of information or other laws that compel public disclosure of confidential information regarding the Funds, their investments and their other investors, and these Funds may be required to disclose confidential information in connection with transactions. In our experience, there has been a recent increase in the number of requests under such laws for contracts (including partnership agreements, subscription agreements and any side letters) that investors that are subject to such laws have in place with private investment funds, as well as offering and other materials related to such funds. A Fund may incur expenses in connection with responding to any such disclosure requests, even if the Fund ultimately succeeds in asserting confidentiality for any requested documents and other materials. Moreover, notwithstanding any confidentiality protections in a Fund’s Governing Documents, there can be no assurance that such information will not be disclosed either publicly or to regulators, law enforcement or otherwise. The public disclosure of this information may adversely affect a Fund and its investment activities. Third-Party Involvement. Funds co-invest from time to time with third parties through joint ventures or other entities. These investments involve risks in connection with such third-party involvement, including the possibility that a third-party co-investor or co-venturer has financial, legal or regulatory difficulties that negatively affect the investment, has economic or business interests or goals that are inconsistent with those of a Fund or is in a position to take (or block) action in a manner contrary to a Fund’s investment objectives. In addition, a Fund will in certain circumstances be liable for the actions of its third-party co-investors or co-venturers. In circumstances in which third parties involve a management group, such third parties may receive compensation relating to the investments, including incentive compensation arrangements or fees based on the value of assets managed, that could cause their interests to diverge from those of a Fund. Uncertainty of Financial Projections. We generally establish the capital structure of companies in which a Fund invests on the basis of financial projections for these companies. We normally base projected operating results primarily on management judgments. Projections are only estimates of future results that rely upon assumptions made at the time that the projections are developed. There can be no assurance that a portfolio company will achieve its projected results, and actual results can vary significantly from the projections. General economic conditions, which are not predictable, can have a material adverse impact on the reliability of projections. 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 often controls, participates in the management of or influences substantially the conduct of portfolio companies. 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 please register to get more info

Except as described below, TPG does not have any legal, financial or other “disciplinary” event to report. As a registered investment adviser, TPG is obligated to disclose any legal disciplinary event that would be material to a client when evaluating the adviser’s advisory business or integrity of its management. On December 21, 2017, without admitting or denying any wrongdoing, TPG Capital Advisors, LLC consented to the entry of an order to cease and desist from committing or causing any violations and future violations of Sections 206(2) and 206(4) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rules 206(4)-7 and 206(4)-8 thereunder. According to the SEC order, with respect to certain private equity funds, TPG Capital Advisors, LLC did not provide sufficient pre-commitment disclosure regarding the acceleration of otherwise authorized fees paid by its portfolio companies upon the termination of monitoring fee agreements. The order also found that TPG Capital Advisors, LLC did not adopt and implement a written compliance policy or procedure regarding the foregoing. TPG Capital Advisors, LLC agreed as part of the settlement to pay disgorgement of $9,487,620.80 (plus prejudgment interest of $361,507.99) to limited partners of certain private equity funds and a civil monetary penalty of $3,000,000 to the SEC. please register to get more info

TPG Capital BD, LLC and TSSP BD, LLC. Our affiliates TPG BD and TSSP BD are broker- dealers registered with the SEC and members of FINRA. 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; 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 Capital Advisors Vehicles and third parties. TPG BD also  participates in underwriting syndicates and/or selling groups with respect to securities and instruments issued by portfolio companies of a Capital Advisors Vehicle (whether in primary or secondary offerings);  acts as arranger (or in a similar capacity) with respect to loans or lines of credit to Capital Advisors Vehicles, portfolio companies of Capital Advisors Vehicles and third-party borrowers (or in respect of similar debt instruments);  in some cases, will act as a broker in transactions on behalf of Capital Advisors Vehicles; and  provides advisory services to portfolio companies of Capital Advisors Vehicles. TPG BD may act as the sole, lead or managing financial institution in these transactions when consistent with its authorization as a registered broker-dealer. In connection with its involvement in the public or private placement of securities or instruments issued by portfolio companies of Capital Advisors Vehicles, TPG BD may directly or as part of an underwriting syndicate purchase from such portfolio companies the securities or instruments issued. For a description of the fees, commissions and other compensation TPG BD, TSSP BD 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 TPG BD and TSSP BD, please see Item 11 below. Other Investment Advisers. The following investment advisers are affiliates of ours:  TPG Global Advisors, LLC;  TPG Opportunities Advisers, LLC;  TPG PEP Advisors, LLC;  TPG RE Finance Trust Management, L.P.;  TPG Real Estate Advisors, LLC; and  TSL Advisers, LLC, along with their respective relying advisers. For a description of material conflicts of interest created by the relationship among us and our affiliated advisers, as well as a description of how such conflicts are addressed, please see Item 11 below. General Partners of Capital Advisors Vehicles. Various entities serve as general partners of the Capital Advisors Vehicles, 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 We have adopted a comprehensive Code of Ethics that is applicable to, among others, all of our officers and employees, certain temporary personnel and certain of our affiliates and their officers and employees (collectively, “Capital Advisors 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. Capital Advisors Personnel and their families and households will from time to time purchase investments for their own accounts, including the same or similar types of investments as may be purchased or sold by a Capital Advisors Vehicle, 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 our Chief Compliance Officer or his/her designee; or  the transaction is exempt from pre-clearance under the Code of Ethics. The investment policies, fee arrangements and other circumstances of these personal investments often vary from those of the Capital Advisors Vehicles. As our officers, principals and employees typically also make investments in or alongside the Capital Advisors Vehicles, they have conflicting interests with respect to these investments. Under the Code of Ethics, Capital Advisors Personnel also are required to file certain periodic reports with the Chief Compliance Officer or his/her designee as required by Rule 204A-1 under the Advisers Act. The records of any such trades by Capital Advisors 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 Capital Advisors 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 Capital Advisors Vehicle 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 Capital Advisors Vehicles, or buys or sells for Capital Advisors Vehicles’ 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 Capital Advisors Vehicles;  recommends securities to Capital Advisors Vehicles, or buys or sells securities for Capital Advisors Vehicle accounts, at or about the same time that we or a related person buys or sells the same securities for our own (or the related person’s own) account; and  encounters related conflicts of interest. 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. We have 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. We refer to the funds and accounts managed by the Related Advisers as the “Related Funds.” In the ordinary course of conducting its activities, the interests of a Capital Advisors Vehicle will from time to time conflict with our interests and those of  other Capital Advisors Vehicles;  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 a Capital Advisors Vehicle and another Capital Advisors Vehicle or a Related Fund, we will seek to resolve the conflict or represent the interests of such Capital Advisors Vehicle, respectively, and the applicable Related Adviser will represent the interests of the Related Fund. In addressing conflicts, we and the other Related Adviser, as applicable, will consider various factors, including the interests of such Capital Advisors Vehicle, the other Capital Advisors Vehicle and the Related Fund, as applicable, in the context of both the immediate issue at hand and the longer term course of dealing among such Capital Advisors Vehicle and the Related Fund. In the case of all conflicts involving a Capital Advisors Vehicle, 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 Capital Advisors Vehicle will not make any investment unless we and the Capital Advisors Vehicle’s general partner believe that such investment is an appropriate investment considered from the viewpoint of such Capital Advisors Vehicle;  many important conflicts of interest may be resolved pursuant to set procedures, restrictions or other provisions contained in the relevant Governing Documents for the Capital Advisors Vehicles;  with respect to the Funds, the advisory committee for a Fund, whose members are not affiliated with the general partner of the Fund, generally play an important role in resolving conflicts of interest by, for example, overseeing certain activities that could give rise to conflicts of interest or approving or consenting to decisions that involve certain conflicts of interest referred to it by the 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 Capital Advisors Vehicle may demonstrate the fairness of the transaction to such Capital Advisors Vehicle;  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 Capital Advisors Vehicle 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 Capital Advisors Vehicle’s life. In particular, we may in the future identify additional conflicts of interest that currently are not apparent to us or the broader alternative investments industry, as well as conflicts of interest that arise or increase in materiality as we develop new investment platforms or business lines and otherwise adapt to dynamic markets and an evolving regulatory environment. 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 Capital Advisors Vehicles through a variety of channels, including in subsequent brochures or in other written or oral communications to the advisory committee or investors more generally. Principal Transactions Section 206 of the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the 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 Capital Advisors Vehicles, we and/or the Capital Advisors Vehicles may, in certain limited circumstances, engage in principal transactions, as described below. Also, from time to time, our affiliates or those of the Related Advisers, who control, are controlled by or are under common control with us, the Related Advisers and/or our respective affiliates, may provide seed capital to a new Fund. In doing so, we, the Related Advisers 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 with outside counsel in an effort to ensure that we comply with the requirements of Section 206(3) of the Advisers Act in respect of principal transactions. We have established certain policies and procedures reasonably designed to comply with the requirements of the Advisers Act as they relate to principal transactions, including that the requisite disclosures be made to the applicable Capital Advisors Vehicle regarding any proposed principal transactions, if required by the Advisers Act or applicable law, and the Capital Advisors Vehicle’s prior consent to the transaction be received. In addition, the Governing Documents relating to the Capital Advisors Vehicles typically contain additional restrictions on our ability or that of the Capital Advisors Vehicles to engage in principal transactions and disclosures regarding principal transactions that are likely to arise in the operations of Capital Advisors Vehicles. Participation of TPG BD and TSSP BD in Capital Advisors Vehicle Transactions As noted above under “Item 10—Other Financial Industry Activities and Affiliations,” we have affiliates, TPG BD and TSSP BD, which  place securities and instruments issued by o certain private investment funds that we and our related entities manage individually or through our principals; 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 Capital Advisors Vehicles and third parties; TPG BD also  participates in underwriting syndicates and/or selling groups with respect to securities and instruments issued by portfolio companies of a Capital Advisors Vehicle (whether in primary or secondary offerings);  acts as arranger (or in a similar capacity) with respect to loans or lines of credit to Capital Advisors Vehicles, portfolio companies of Capital Advisors Vehicles and third-party borrowers (or in respect of similar debt instruments);  in some cases, will act as a broker in transactions on behalf of Capital Advisors Vehicles; and  provides advisory services to portfolio companies of Capital Advisors Vehicles. TPG BD may act as the sole, lead or managing financial institution in these transactions when consistent with its authorization as a registered broker-dealer. In connection with its involvement in the public or private placement of securities or instruments issued by portfolio companies of Capital Advisors Vehicles, TPG BD may directly or as part of an underwriting syndicate purchase from such portfolio companies the securities or instruments issued. The relationships we have with TPG BD and TSSP BD give rise to conflicts of interest between us and Capital Advisors Vehicles that have an interest in any portfolio companies or investment vehicles with respect to which TPG BD or TSSP BD may provide services. In general, we have an incentive to exercise our control or influence over a portfolio company’s management team so that it retains or otherwise transacts with TPG BD instead of other unaffiliated broker-dealers or service providers or counterparties. We could also have an incentive to structure certain transactions, including co-investment opportunities, so that they require the use of a broker-dealer. When involved in a particular transaction, TPG BD (and any syndicate of which it is a part) has an incentive to seek higher fees from the Capital Advisors Vehicle and/or relevant portfolio company. In addition, TPG BD could influence the placement of portfolio company securities so that investors that are strategically important to TPG receive an allocation ahead of others. TPG BD’s business continues to evolve and expand. It is possible that TPG BD may earn fees for engaging in other transactions that relate to a Capital Advisors Vehicle or its portfolio companies. For example, TPG BD could place interests in vehicles formed for the purpose of making co- investments or exercising our rights or discharging our obligations under Governing Documents. Any fees that TPG BD receives in connection with these transactions generally will not offset the advisory fees and may give rise to conflicts of interest. TPG BD and TSSP BD from time to time may 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 Capital Advisors Vehicles. In providing such services to, or with respect to, a competitor fund or company, TPG BD and TSSP BD will not take into consideration the interests of the relevant portfolio companies or Capital Advisors Vehicles. We generally will evaluate any such transactions on a case-by-case basis to address any such conflicts. Transactions involving a Capital Advisors Vehicle and TPG BD or TSSP BD are also reviewed with regard to the appropriateness of the transaction and any fiduciary obligations. In addition, we review such transactions with outside counsel in an effort to ensure compliance with the requirements of Section 206(3) of the Advisers Act, in respect of principal transactions between any Capital Advisors Vehicle and us and our affiliates (including TPG BD and TSSP BD). For a description of the fees, commissions and other compensation TPG BD, TSSP BD and other affiliates receive in respect of the activities described above, please see Item 5 above. Third-Party Placement Agents We from time to time enter into arrangements with third parties to raise capital for a Capital Advisors Vehicle. 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 Capital Advisors Vehicle. 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 engage in a broad range of investment and advisory activities for our own account and for the accounts of investment funds. In connection with these activities, investment opportunities will arise that fall within the investment objectives or strategies of two or more Capital Advisors Vehicles or Related Funds. We therefore expect to encounter situations in which we must determine how to allocate investment opportunities among various Capital Advisors Vehicles and other persons, which typically include the following:  the Funds and Related Funds;  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 individuals and entities that are also investors in one or more Funds (which we refer to collectively as “Capital Advisors Investors”) and/or individuals and entities that are not investors in any Funds;  Capital Advisors Investors and/or third parties that wish to make direct investments side- by-side with one or more Capital Advisors Vehicles in particular transactions; and  Capital Advisors 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 Capital Advisors Vehicles, including additional hedge funds, collateralized loan obligation issuers, infrastructure funds, life sciences funds, emerging market funds and other regional or sector-focused vehicles. The Capital Advisors Vehicles and Related Funds are generally subject to contractual investment allocation requirements, such as “duty to offer” provisions or clauses stipulating a specified allocation for certain types of investments. Many, though not all, Capital Advisors Vehicles and Related Funds have “duty to offer” provisions, and these provisions are customized for each Capital Advisors Vehicle and Related Fund in light of its mandate. For example, the “duty to offer” provisions of some Capital Advisors Vehicles and Related Funds have a geographic or industry focus. These provisions typically carve out certain types of investment opportunities, including follow-on investments or dispositions by other Capital Advisors Vehicles or Related Funds and overlap situations as described below. We refer to these contractual investment allocation requirements, which are typically set forth in the Governing Documents of the Capital Advisors Vehicles and Related Funds, as the “Investment Allocation Requirements.” When making allocation decisions, we are guided by our contractual obligations to the Capital Advisors Vehicles and Related Funds, as well as our allocation procedures and principles. For each allocation decision, we first apply the relevant Investment Allocation Requirements. Historically, applying the Investment Allocation Requirements has tended to result in the identification of a single Capital Advisors Vehicle or Related Fund to pursue an investment opportunity. That is, we often conclude that an investment opportunity falls within the “duty to offer” of a single Capital Advisors Vehicle or Related Fund and not any other Capital Advisors Vehicle or Related Fund, based on it being suitable for, and satisfying the other “duty to offer” criteria of, that Capital Advisors Vehicle alone. However, in some circumstances, which have grown in frequency as TPG has developed both new and existing investment platforms, the Investment Allocation Requirements are not determinative. In these cases, we generally 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 Capital Advisors Vehicle or Related Fund;  the professionals who sourced the investment opportunity;  the TPG 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 Capital Advisors Vehicle’s or Related Fund’s current and projected capacity for investing (including for any potential follow-on investments);  the relevant Capital Advisors Vehicle’s or Related Fund’s targeted rate of return and investment holding period;  the stage of development of the prospective portfolio company;  the existing portfolio of investments of the relevant Capital Advisors Vehicle or Related Fund;  the investment opportunity’s risk profile;  the expected life cycle of the relevant Capital Advisors Vehicle or Related Fund;  any investment targets or restrictions (e.g., industry, size, etc.) for the relevant Capital Advisors Vehicle or Related Fund;  the ability of the relevant Capital Advisors Vehicle 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. TPG has established an Allocation Committee to apply the above principles and make allocation decisions in situations where the investment interests of multiple Capital Advisors Vehicles or Related Funds overlap. The composition of the Allocation Committee includes senior TPG professionals representing major investment platforms and TPG as a whole. The relevance of each allocation principle will vary from investment opportunity to investment opportunity, with no single factor consistently outweighing the others. While we seek to apply a generally consistent framework and approach, 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 Capital Advisors Vehicles. In making an allocation decision, additional conflicts of interest will arise. Specifically, because the Capital Advisors Vehicles and Related Funds have different fee, expense and compensation structures, we have an incentive to allocate an investment opportunity to the Capital Advisors Vehicle or Related Fund that would generate a higher fee or more carried interest. In addition, our professionals will generally participate indirectly in investments made by Capital Advisors Vehicles in which they invest (see “Conflicts Arising from Interests of Our Professionals in the Capital Advisors Vehicles and Related Funds”). We do not explicitly take such considerations into account in making allocation decisions and expect that our procedures and principles will help mitigate the risk that these incentives implicitly influence our allocation decisions. An allocation decision may result in a single Capital Advisors Vehicle or Related Fund being allocated an entire investment opportunity, or in multiple Capital Advisors Vehicles and/or Related Funds sharing an investment opportunity on a basis approved by the Allocation Committee. Allocating all or any portion of an investment opportunity to, for example, a Related Fund instead of a Capital Advisors Vehicle will reduce the amount available to the Capital Advisors Vehicle for investment. In certain cases, a Capital Advisors Vehicle may decline to pursue an investment opportunity if it determines its allocation is too small to be appropriate for it. Even when we determine that all or part of an investment opportunity should be allocated to a particular Capital Advisors Vehicle or Related Fund, the Governing Documents of certain Capital Advisors Vehicles allow us, in our complete discretion and notwithstanding our other allocation principles, to offer to other Capital Advisors Vehicles, Related Funds or co-investors a certain amount of the portion of such opportunity allocated to such Capital Advisors Vehicle. This right is separate from and in addition to our ability to allocate co-investment from “overage” after the Capital Advisors Vehicle receives its appropriate allocation. We typically are able to exercise this right in a variety of ways, including on a deal-by-deal or more systematic basis. If we elect to exercise this right with respect to any investment opportunity, we could be awarding the other Capital Advisors Vehicles or Related Funds (and their respective investors) or co-investors greater exposure to the investment than they would otherwise receive. Such Capital Advisors Vehicles, Related Funds or co-investments may generate more fees, carried interest or other compensation than we would have received from the Capital Advisors Vehicle to which the investment opportunity should be allocated. We may not determine final allocations among Capital Advisors Vehicles and/or Related Funds until after certain expenses or other amounts have already become due and payable. In these circumstances, a Capital Advisors Vehicle may initially bear the full amount of an upfront payment or expense, even if another Capital Advisors Vehicle or Related Fund ultimately participates in the investment. In such a circumstance, the other Capital Advisors Vehicle or Related Fund would reimburse the Capital Advisors Vehicle for its proportionate share of such payment or expense when we determine the final allocation of the investment opportunity among the Capital Advisors Vehicle and the other Capital Advisors Vehicle or Related Fund. While highly unlikely, it is possible that the other Capital Advisors Vehicle or Related Fund could default on its obligation to reimburse the Capital Advisors Vehicle. Allocation of Co-Investment Opportunities From time to time, we have the option to offer one or more Capital Advisors Investors, Co- Investment Vehicles, investors in Related Funds or third parties the opportunity to invest alongside a Fund, or “co-invest,” in an investment a Fund is making either directly or through a TPG- controlled vehicle established to invest in one or more co-investment opportunities. This situation generally arises when the amount of equity 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 Capital Advisors Personnel may hold an interest);  Senior Advisors (and the funds 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 sometimes 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 and as described in the following paragraphs. Subject to any restrictions contained in the Governing Documents of the relevant Capital Advisors Vehicle or any side-letter or other terms negotiated with respect to such Capital Advisors Vehicle, 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 Capital Advisors Investors; o Senior Advisors (and the funds they manage); o Capital Advisors Personnel; o Co-Investment Vehicles; o investors in Related Funds; o prospective investors in one or more Funds or Related Funds; o consultants; o advisors; o strategic partners; or o other third parties;  we are under no obligation to offer to Capital Advisors Investors any co-investment opportunities;  we can offer co-investment opportunities selectively to some Capital Advisors Investors and not offer them to all Capital Advisors Investors;  allocations of co-investment opportunities between Capital Advisors Investors generally will not correspond to their pro rata interests in the relevant Capital Advisors Vehicle;  we may agree to offer certain Capital Advisors Investors preferential access to co- investment opportunities on a systematic basis (for example, by granting a Capital Advisor 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 Capital Advisors Vehicle), including in connection with broader strategic relationships or other arrangements where investors agree to invest in a Capital Advisors Vehicle or Related Fund; 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, the most important factors are:  certainty of funding—that is, whether the potential co-investor has the financial resources to provide the requisite capital in a timely fashion;  certainty of execution—that is, the sophistication and experience of the potential co- investor and its ability to promptly respond to and complete a co-investment opportunity, including if any investor has granted TPG investment discretion in respect of its co- investments;  any contractual obligations to provide co-investment opportunities;  the size of the potential co-investor’s actual or proposed commitment to Capital Advisors Vehicles and/or Related Funds and the anticipated importance of the potential co-investor to future TPG 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 Capital Advisors Vehicle or TPG 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;  the investment objectives and existing portfolio of the potential co-investor;  the tax, 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 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 a Fund’s investment. For example, co-investors generally pay no advisory fees or carried interest in connection with the co-investment, or pay them at a lower rate than the investors in the Fund or Funds with which they are co-investing. Co-investors may also acquire their interest in a portfolio company at the same time as the Capital Advisors Vehicles or purchase their interest from the applicable Capital Advisors Vehicles after such Capital Advisors Vehicles have consummated the investment in the portfolio company (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 a Fund is throughout the investment process. When co-investors purchase their interest from the Capital Advisors Vehicle after the Capital Advisors Vehicle has consummated the investment, the price paid by co-investors is typically determined by the Capital Advisors Vehicle’s general partner in its sole discretion. The price may not reflect the full cost incurred by the Capital Advisors Vehicle in connection with the investment, any interest charge on the co-investment amount, the cost of establishing the credit facility utilized to acquire the investment (if applicable) or the risk borne by the Capital Advisors Vehicle 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 TPG 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 a 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 the same 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 Capital Advisors Vehicle or Vehicles and/or Related Fund or Funds to which we will ultimately 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. The allocations of fees and expenses among Funds may not be proportional. For example, to the extent one or more Related Funds were involved in a broken deal with one or more Capital Advisors Vehicles, the fact that the Related Funds at times have different expense reimbursement terms, including with respect to advisory fee and similar offsets, could result in the Capital Advisors Vehicles bearing different levels of expenses with respect to the same investment. 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 (including reverse termination fees, extraordinary expenses such as litigation costs and judgments and other expenses) will typically be borne entirely by the Capital Advisors Vehicle (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 Capital Advisors Vehicle and/or Related Fund may give us an incentive to allocate such fees and expenses to one such Capital Advisors Vehicle or Related Fund and not another. For example, it would be advantageous to allocate broken deal fees and expenses to a Capital Advisors Vehicle 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 Capital Advisors Vehicle and/or Related Fund that is paying carried interest, as doing so would delay and reduce the amount of carried interest paid to the relevant general partner. As with our other allocation decisions, our allocation procedures and principles are designed to help mitigate the risk that financial incentives implicitly influence the allocation of broken deal fees and expenses. Allocation of Other Fees and Expenses From time to time, we determine whether to allocate certain other fees and expenses among Capital Advisors Vehicles, Related Funds and TPG. In exercising our discretion to allocate such fees and expenses, we face a variety of potential conflicts of interest. We will generally allocate fees and expenses to be split between us and the Capital Advisors Vehicles and/or portfolio companies (including fees and expenses incurred in the offering of the Capital Advisors Vehicle, management of the Capital Advisors Vehicle, and investment opportunities), in each case in accordance with the Capital Advisors Vehicle’s Governing Documents. To the extent not addressed in the Governing Documents, we generally will allocate such fees and expenses in our sole discretion, in each case in good faith using our best judgment. Because certain expenses are paid for by a Capital Advisors Vehicle and/or its portfolio companies or, if incurred by us, are reimbursed by a Capital Advisors Vehicle and/or its portfolio companies, we will not necessarily seek out the lowest cost options when incurring (or causing a Capital Advisors Vehicle or its portfolio companies to incur) such expenses. A Capital Advisors Vehicle 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 a Capital Advisors Investor or third party) interest costs for the time period between the closing of the applicable Capital Advisors Vehicle’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 Capital Advisors Vehicles or other accounts or persons. Allocation of Secondary Transfer Opportunities To the extent we have discretion over a secondary transfer of interests in a Capital Advisors Vehicle pursuant to such Capital Advisors Vehicle’s Governing Documents, or if we are asked to identify Capital Advisors Investors or third parties that could potentially acquire an interest being transferred, we will consider the factors listed above under “Allocation of Co-Investment Opportunities” in exercising such discretion or making such identification. Conflicts Related to Transactions with Other Capital Advisors Vehicles or Related Funds In certain rare instances, we may cause a Capital Advisors Vehicle to purchase investments from another Capital Advisors Vehicle or a Related Fund, or we may cause a Capital Advisors Vehicle to sell investments to another Capital Advisors Vehicle 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 Capital Advisors Vehicle 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 Capital Advisors Vehicles 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 Capital Advisors Vehicles and/or Related Funds. We, the Related Advisers and our professionals would be presented with certain conflicts of interest in effecting these transactions. To address these conflicts of interest, we will seek to cause a Capital Advisors Vehicle to engage in such transactions only if we determine that the terms and conditions of such transaction are substantially as advantageous to such Capital Advisors Vehicle as the terms it would obtain in a comparable arm’s-length transaction with a third party. For additional information regarding transactions between Capital Advisors Vehicles, including a discussion of related conflicts of interest, please see Item 12, under “Cross Transactions.” Conflicts Related to Investing Alongside Other Capital Advisors Vehicles or Related Funds From time to time, a Capital Advisors Vehicle and one or more other Capital Advisors Vehicles or Related Funds make investments in the same company. While typically Capital Advisors Vehicles and/or Related Funds would make and exit any such investment on the same general terms, differences between such Capital Advisors Vehicle(s) and/or Related Fund(s), including their respective terms, investment periods, structures and investment strategies, could result in the relevant Capital Advisors Vehicle(s) and/or Related Fund(s) making or exiting its investment 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 Capital Advisors Vehicle portfolio company, including by purchasing these securities in an initial public offering, in a secondary offering by the Capital Advisors Vehicle or in the open market. The Related Fund’s view of the investment and its interests may diverge from those of the Capital Advisors Vehicle. This could cause the Related Fund to dispose of, increase its exposure to or continue to hold the investment at a time when the Capital Advisors Vehicle has taken a different approach. As a result, the actions of the Related Fund could affect the value of the Capital Advisors Vehicle’s investment. For instance, a sale by the Related Fund of its investment could put downward pressure on the value of the Capital Advisors Vehicle’s interest, which the Capital Advisors Vehicle 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 Capital Advisors Vehicle. The Related Fund could earn a return on its investment that exceeds the Capital Advisors Vehicle’s return. A Capital Advisors Vehicle will from time to time invest in opportunities that other Capital Advisors Vehicles or Related Funds have declined, and likewise, a Capital Advisors Vehicle will from time to time decline to invest in opportunities in which other Capital Advisors Vehicle or Related Funds have invested. 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 Capital Advisors Vehicles or Related Funds, or in prospective portfolio companies 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 Capital Advisors Vehicles 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 Related Funds also engage in short selling. Accordingly, it is possible that a Capital Advisors Vehicle will hold an interest in one part of a company’s capital structure while another Capital Advisors Vehicle or Related Fund holds an interest in another; similarly, a Capital Advisors Vehicle may be “long” a company that a Related Fund is “short”. Decisions taken by the other Capital Advisors Vehicle or Related Fund in these circumstances to further its interests may be adverse to the interests of the Capital Advisors Vehicle. For example, a Capital Advisors Vehicle could acquire a significant equity stake in a company whose debt securities are already held by a Related Fund. As a creditor of the company, the Related Fund could take actions, consistent with its obligations to maximize the return to its investors, that would be adverse to the interests of the Capital Advisors Vehicle as a holder of more junior securities. The Related Fund, for instance, could cause the acceleration of the portfolio company’s debt or exercise other rights it has that could precipitate a sharp decline in the value of the equity held by the Capital Advisors Vehicle. The Related Fund would be under no obligation to take any action or refrain from taking any action to prevent or mitigate any losses by the Capital Advisors Vehicle. 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 Capital Advisors Vehicle, as an equity owner, would desire. In addition, a Related Fund may participate in releveraging and recapitalization transactions involving portfolio companies in which Capital Advisors Vehicles 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 holds securities of a portfolio company. Conflicts Related to Other Investments by Capital Advisors Vehicles and Related Funds A Capital Advisors Vehicle or a Related Fund occasionally invests in a competitor or customer of, or service provider or supplier to, a portfolio company of another Capital Advisors Vehicle. In addition, Capital Advisors Personnel may serve as directors, or otherwise be associated with, companies that are competitors of portfolio companies of certain Capital Advisors Vehicles. These circumstances would give rise to a variety of conflicts of interest. For example, a Related Fund or its portfolio company may take actions for commercial reasons that have adverse consequences for the Capital Advisors Vehicle or its portfolio company, such as seeking to increase its market share at the Capital Advisors Vehicle portfolio company’s expense (as a competitor), withdrawing business from the Capital Advisors Vehicle 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 Capital Advisors Vehicle portfolio company (in any capacity). Another Capital Advisors Vehicle 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 Capital Advisors Vehicle 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 managing the Capital Advisors Vehicles to benefit Related Funds. Related Advisers are under no obligation to take into account the other Capital Advisors Vehicles’ interests in advising their portfolio companies. Conflicts Arising from Other Investment Activities of the Capital Advisors Vehicles and Related Funds – Possession of Material Non-Public Information The Capital Advisors Vehicles 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, we generally impute non- public information received by one investment team to all other investment professionals, including all of the personnel who make Capital Advisors Vehicle investments. In the absence of an information barrier, if a Capital Advisors Vehicle or Related Fund receives non-public information with respect to a company, other Capital Advisors Vehicles would face, as a result of securities law prohibitions on trading on the basis of material non-public information, restrictions on their ability to pursue a transaction with that company or dispose of an investment. Moreover, the confidentiality agreements the Capital Advisors Vehicles and Related Funds enter into often include provisions, such as “standstills,” that could prevent the Capital Advisors Vehicles from making an investment, potentially for extended periods. In addition, some Related Funds regularly trade securities and debt instruments in the secondary market. In the absence of information barriers, a Capital Advisors Vehicle’s receipt of non-public information on a particular company would, as a result of securities laws or applicable industry conventions (such as with respect to secondary loan trading), generally restrict the trading activities of these Related Funds with respect to that company. Moreover, certain Governing Document provisions could impair another Capital Advisors Vehicle’s or Related Fund’s ability to trade the securities or debt instruments of a company if a Capital Advisors Vehicle invests in that company. In certain circumstances, a Capital Advisors Vehicle may have an incentive to avoid taking actions that would impede the operation of another Capital Advisors Vehicle or Related Fund. For example, a Capital Advisors Vehicle 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 or debt instruments currently in their portfolio or of interest to them. In limited circumstances, we erect temporary information barriers to restrict the transfer of non- public information between Related Funds and Capital Advisors Vehicles to avoid the restrictions described in the preceding paragraphs. In these instances, however, a Capital Advisors Vehicle’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 Capital Advisors Vehicle is breached, even if inadvertently, the Capital Advisors Vehicle 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 Capital Advisors Vehicles 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. Given that we have “walled off” these businesses from TPG’s private equity business, they generally do not have access to information about the Capital Advisors Vehicles and their investments and have different day-to-day management from the Capital Advisors Vehicles. Accordingly, these “walled-off” businesses may not be subject to certain restrictions otherwise applicable to affiliates under certain Capital Advisors Vehicles’ Governing Documents. Conflicts Arising from Other Investment Activities of the Capital Advisors Vehicles and Related Funds – Certain Bankruptcy Implications Capital Advisors Vehicles and/or the Related Funds will in many cases own a significant or controlling percentage of the common equity of portfolio companies which, depending upon the amount of equity owned by them, 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 Capital Advisors Vehicle 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 Capital Advisors Vehicles 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 Capital Advisors Vehicle to claims by a portfolio company, its security holders, its creditors or governmental agencies. If a Capital Advisors Vehicle purchases in the secondary market at a discount debt securities of a company in which a Capital Advisors Vehicle has, for example, a substantial equity interest, (i) a court might require a Capital Advisors Vehicle 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 Capital Advisors Vehicle 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 Capital Advisors Vehicles would otherwise have to make investments. Conflicts Relating to the Use of Leverage Certain Capital Advisors Vehicles 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 Capital Advisors Vehicle’s cash flows, but at the same time involves risks and potential conflicts of interest. We describe certain of the significant risks and conflicts below. Fund-Level Borrowing Governing Document Parameters for Fund-Level Borrowing From time to time, Capital Advisors Vehicles, 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,  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, excuse or exclusion, and  make or facilitate distributions of proceeds from investments. We refer to these borrowings generally as “fund-level borrowing.” Governing Documents generally permit Capital Advisors Vehicles to borrow for these purposes subject to certain exceptions and restrictions. Typically, a Fund (or one or more Fund special purpose vehicles) enters into one or more credit facilities (commonly referred to as “subscription lines”) as credit parties. In the following discussion, we refer to these collectively as the “credit facility.” The general partner of the Fund determines the credit facility’s administrative agent, lenders and terms (and any amendment, extension, refinancing, replacement or termination of the credit facility) without seeking the consent of the Fund’s investors or the advisory committee. Credit facilities typically allow revolving borrowings up to a specified principal amount that will be determined based in part on the Fund’s capital commitments and the creditworthiness of each Fund investor. Lenders may provide a Fund varying levels of credit, or no credit at all, for different investors, but all Fund investors would generally still participate in the benefits and risks associated with a credit facility’s use as described below. Amounts borrowed under the credit facility are generally secured by pledges of our right to call capital from, and the right of the Fund to receive amounts funded by, investors. The credit facility may also be secured by other collateral, including the Fund’s investments, and any investor claim against the Fund would likely be subordinate to the Fund’s obligations to the credit facility’s creditors. While Funds tend to be the only Capital Advisors Vehicles to engage in fund-level borrowing, the following discussion assumes that Co-Investment Vehicles also borrow from time to time. Utilizing borrowed funds in advance or in lieu of calling capital affords us flexibility to manage cash flows to and from a Capital Advisors Vehicle’s investors and ease the investors’ burden of responding to multiple capital calls. It also allows a Capital Advisors Vehicle to act more quickly on investment opportunities, since the period of time to draw capital under a credit facility is typically shorter than the period required for calling capital from investors. However, as discussed below, utilizing borrowed funds involves risks and conflicts of interest. Certain Risks and Costs of Fund-Level Borrowing Fund-level borrowing gives rise to risks and costs. For example, because amounts borrowed under a credit facility are typically secured by pledges of our right to call capital from a Capital Advisors Vehicle’s investors and, in limited circumstances, may also be secured by other Capital Advisors Vehicle assets, a lender may foreclose on the pledged collateral, including the investors’ capital commitments and, only if applicable, the Capital Advisors Vehicle’s investments, if the Fund fails to repay the amounts borrowed under a credit facility or experiences another event of default. Moreover, any investor claim against the Capital Advisors Vehicle would likely be subordinate to the Capital Advisors Vehicle’s obligations to the credit facility’s creditors. In addition, fund-level borrowing will result in incremental partnership expenses that will be borne by the Capital Advisors Vehicle’s investors. These expenses include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of the credit facility, an upfront fee for establishing a credit facility and other one-time and recurring fees and/or expenses. Because the credit facility’s interest rate is based in part on the creditworthiness of all the Capital Advisors Vehicle’s underlying investors and the terms of the applicable Governing Documents, it may be higher than the interest rate a single investor could obtain individually. To the extent a particular investor’s cost of capital is lower than the Capital Advisors Vehicle’s cost of borrowing, fund-level borrowing can negatively impact an investor’s overall individual financial returns even if it increases the Fund’s reported net returns, as described below. A credit agreement may contain other terms that restrict the activities of the Capital Advisors Vehicle and the investors or impose additional obligations on them. For example, the credit facilities may impose restrictions on the ability of the Capital Advisors Vehicle’s general partner to consent to the transfer of an investor’s interest in the Capital Advisors Vehicle. In addition, in order to secure the credit facility, we may request certain financial information and other documentation from investors to share with lenders. We often have significant discretion in negotiating the terms of any credit facility and may agree to terms that are not the most favorable to one or all investors. Fund-level borrowing involves a number of additional risks. For example, drawing down on a credit facility allows us to fund investments and pay Capital Advisors Vehicle expenses without calling capital, potentially for extended periods of time. Calling a large amount of capital at once to repay the then-current amount outstanding under the credit facility could cause liquidity concerns for investors that would not arise had please register to get more info

Investment or Brokerage Discretion For each of the Capital Advisors Vehicles, 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 Capital Advisors Vehicle 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 Capital Advisors Vehicles 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 Capital Advisors Vehicles. 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 Capital Advisors Vehicles 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 Capital Advisors Vehicle transactions in light of the factors discussed above. 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 Capital Advisors Vehicles and Related Funds (a “cross-fund transaction”); however, they may be effected in rare instances. Such cross- fund transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Capital Advisors Vehicle may not receive the best price otherwise possible, or we might have an incentive to improve the performance of one Capital Advisors Vehicle or a Related Fund by selling underperforming assets to another Capital Advisors Vehicle in order, for example, to earn fees. Additionally, in connection with such transactions, we  may have significant investments, or intentions to invest, in the Capital Advisors Vehicle 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 Capital Advisors Vehicles or Related Funds involved in such a transaction, and may also be entitled to share in the investment profits of the relevant Capital Advisors Vehicles or Related Funds. In the event that we do effect cross-fund transactions between Capital Advisors Vehicles 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 Capital Advisors Vehicle involved in the transaction; and  in compliance with any investment guidelines or restrictions for these Capital Advisors Vehicles. 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 Capital Advisors Vehicles 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 Capital Advisors Vehicle, the Chief Compliance Officer or his/her designee will seek to ensure that combined orders for all Capital Advisors Vehicles are generally placed while assigning pre-order allocations. If an order for more than one Capital Advisors Vehicle cannot be fully executed, we typically “bunch” buy or sell orders for two or more Capital Advisors Vehicles 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 Capital Advisors Vehicle’s order were placed separately. There may, however, be instances in which order bunching results in a less favorable transaction than a particular Capital Advisors Vehicle 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 Capital Advisors Vehicles will have an adverse effect on other Capital Advisors Vehicles. We are not obligated to place all transactions on a “bunched” basis. We generally will seek to avoid putting any Capital Advisors Vehicle at an advantage or disadvantage compared to other Capital Advisors Vehicles that are buying or selling the same security. Each Capital Advisors Vehicle 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 Capital Advisors Vehicles. please register to get more info

Review of Accounts The investment portfolios of the Capital Advisors Vehicles are generally private, illiquid and long- or 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 Capital Advisors Vehicles’ portfolio companies and generally maintain an ongoing oversight position in such portfolio companies. In addition, with respect to investments such as bank and other loans, financings, originations and related credit, fixed income and other instruments and claims, we continually review and analyze existing investment positions to attempt to identify issues early on and to take action when necessary. We meet periodically with members of our investment review committee to update them on such portfolio positions and related matters. Reporting We generally do not provide formal written reports to any Capital Advisors Vehicle unless specifically requested by the general partner of the vehicle. We generally report to investors in a Capital Advisors Vehicle 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 Capital Advisors Vehicles and/or the customers or suppliers of such portfolio companies. please register to get more info

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Pursuant to the Advisory Services 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 Services Agreement and Governing Documents 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 Capital Advisors Vehicles. We have adopted and implemented policies and procedures reasonably designed to ensure that we vote proxies in the best interests of the Capital Advisors Vehicles. In exercising our voting discretion, we seek to avoid any direct or indirect conflict of interest between the Capital Advisors Vehicles 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 Capital Advisors Vehicles or if the circumstances make such an abstention or withholding otherwise advisable and in the best interest of the applicable Capital Advisors Vehicles. Capital Advisors Vehicles generally cannot direct our vote. Our Chief Compliance Officer or his/her delegate (a “Proxy Reviewer”) is responsible for monitoring proxy decisions for any actual or perceived conflicts of interests. All proxy voting decisions require a mandatory conflicts of interest review by a Proxy Reviewer, which includes consideration of whether we or any investment professional or other person recommending how to vote the proxy has an interest in how the proxy is voted that may present a conflict of interest. When the Proxy Reviewer deems appropriate in his/her sole discretion, unaffiliated third parties may be used to help resolve conflicts. In this regard, the Proxy Reviewer 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 Capital Advisors Vehicles, we vote in a manner that we believe is consistent with the best interest of the Capital Advisors Vehicles, 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 Capital Advisors Vehicles. 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 Capital Advisors Vehicle’s request, will furnish proxy voting information, free of charge, to the requesting Capital Advisors Vehicle within a reasonable period of time (usually within ten business days). Capital Advisors Vehicles may request proxy voting information by contacting the Chief Compliance Officer at (817) 871-4000 or by writing to TPG Capital Advisors, LLC, Attn: Chief Compliance Officer, at 301 Commerce St., Suite 3300, Fort Worth, Texas 76102. please register to get more info

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