For purposes of this brochure, “we,” “us” and “our” refer to TPG Global Advisors, LLC, together (where the context permits) with our subsidiaries that provide investment advisory services, including those that serve as general partners of the Global Vehicles (as defined below). Advisory Clients. As set forth below, our only advisory clients are the TPG Management Companies, Funds and certain fee-paying Co-Investment Vehicles. In particular,  we provide investment advisory services to the following: o we provide investment advisory services to affiliated management companies, which we refer to as the “TPG Management Companies.” o we provide, together with the relevant TPG Management Company, investment advisory services to pooled investment vehicles, including private equity funds and investment vehicles that focus primarily on public equity investments (those managed by TPG PEP Advisors, LLC and its relying advisers, “TPEP 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”), real estate investment trusts (“REITs”) (those managed by TPG RE Finance Trust Management L.P., “TRTX”) and certain separately managed account arrangements, all of which we refer to collectively as the “Funds.” 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. TPG Management Companies also serve as the sponsor of entities that act as feeder vehicles into certain Funds or, with respect to TPG Real Estate Advisors, LLC (“TPGRE”), Funds into which other Funds invest. 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, certain TPG Management Companies 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. We refer to the Funds and the certain fee-paying Co-Investment Vehicles collectively as the “Global Vehicles.” We refer to the Global Vehicles and the TPG Management Companies collectively as the “Global Advisees.” Organization. TPG Global Advisors, LLC was formed as a Delaware limited liability company in 2011 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, origination, management, monitoring and disposition of investments for Global Advisees. 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;  private equity and debt investments in a range of real estate-related strategies; and  publicly traded equity investments. Such investments take the form of various assets and instruments from a broad range of issuers, borrowers and counterparties in a broad range of markets, and in each case to the extent consistent with each applicable Global Advisee’s investment objectives and strategies (please see “Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss” below). Advisory Services and Related Agreements. We generally provide investment advisory services to each Global Advisee pursuant to a separate investment advisory services agreement with the applicable TPG Management Company, each of which we refer to as an “Advisory Services Agreement.” Each Global Advisee’s Advisory Services Agreement sets forth the terms of the investment advisory services we provide to the Global Advisee, including any specific investment guidelines or restrictions. Investment guidelines for each Global Vehicle, if any, are generally established in its organizational or offering documents and/or side letter agreements negotiated with its investors. We and TRTX amended TRTX’s Advisory Services Agreement on May 2, 2018. We provide investment advice directly to the Global Vehicles, and not individually to the investors in the Global Vehicles. As described more fully in Item 11 below, TPG Management Companies and their related entities routinely enter into side letter agreements with certain investors in the Global 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 $80,375,700,000 of client assets. please register to get more info

Fees Generally. The TPG Management Companies generally charge asset-based investment advisory fees (which in other contexts we commonly refer to as “management fees”) to the applicable Global Vehicle. Advisory fees paid by a Global Vehicle are indirectly borne by its investors. Such Global Vehicles’ advisory fees are deducted from Global Vehicle assets and generally payable quarterly or semi-annually in advance or in arrears, depending upon the Global 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 Global 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 Global Vehicle’s ability to terminate the agreement. The specific restrictions vary depending on the nature of the Global Vehicle. Each TPG Management Company establishes and negotiates with investors in the applicable Global Vehicle the precise amount of, and the manner and calculation of, the advisory fees. Such Global 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 Global Vehicle’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 Global Vehicle expenses). Please see Item 11 for a description of the side letter agreements we and our related advisers enter into with certain investors in Global 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. Termination Fee. RE Finance Trust Management is entitled to a fee upon termination of the Advisory Services Agreement by TRTX. The termination fee would also be payable to RE Finance Trust Management upon termination of the Advisory Services Agreement by RE Finance Trust Management if TRTX materially breaches the Advisory Services Agreement. Fund Expenses. In addition to the investment advisory or other 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 (other than TRTX), and hence all of its investors, also generally bears all of the expenses incurred in relation to its activities, operations, meetings, termination and eventual liquidation (other than expenses resulting from the fraud, gross negligence or willful misconduct of us, its general partner or the applicable TPG Management Company) 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 o of compensating co-venturers; 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 Investment (defined below) 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 portfolio companies or portfolio investments (which we refer to collectively as “Portfolio Investments”)),  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 our employees have provided similar services to the Fund or other Funds (as defined in Item 11 below)); o incurred in connection with assessing the societal impact of investments made by certain Global 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 of servicers engaged to provide asset management, due diligence and underwriting services, asset and loan servicing and operational or other services with respect to Portfolio Investments; o relating to sales, leasing and brokerage commissions and any other investment costs actually incurred in connection with actual Portfolio Investments; 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), the preparation and submission of regulatory filings of the Fund and its affiliates and compliance with obligations arising from the European Union’s Directive 2011/61/EU on Alternative Investment Fund Managers (the “AIFM Directive”); 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 fees, costs and expenses relating to accounting services and the creation of financial reports, and other responses to reporting requests from a Fund’s 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 technology-related expenses, including any computer software or hardware, electronic equipment or purchased information technology services utilized in connection with a Fund’s investments and operations; 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 Fund’s Governing Documents and preparation of related materials; o consisting of taxes, fees or other governmental charges levied against the Fund or its subsidiaries; o principal, interest, fees and other expenses in connection with or arising out of all indebtedness and borrowings made by the Fund, including the arrangement thereof; o relating to winding up, liquidating or dissolution of the Fund; o representing extraordinary expenses related to the Fund or actual or potential o relating to any amendments, restatements or other modifications to the Governing Documents and any other related documents of the applicable Fund, including the solicitation of any consent, approval, waiver or similar acknowledgement from investors and/or the Fund’s advisory committee (or similar body) and preparation of related materials; o for clearing and settlement charges; o all third-party fees, costs and other expenses related to any of the foregoing; and o not specifically identified in the Governing Documents as being borne by us; and  in addition, TRTX is responsible for o fees, costs and expenses in connection with the issuance and transaction costs incident to the acquisition, negotiation, structuring, trading, settling, disposition and financing of TRTX’s investments (whether or not consummated), including brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges, forfeited deposits and other investment costs, fees and expenses actually incurred in connection with the pursuit, making, holding, settling, monitoring or disposing of actual or potential investments; o fees, costs and expenses of legal, tax, accounting, consulting, auditing (including internal audit), finance, administrative, investment banking, capital market and other similar services rendered to TRTX (including, where the context requires, through one or more third parties and/or our affiliates) or, if provided by our personnel or personnel of our affiliates, in amounts that are no greater than those that would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis; o the compensation and expenses of TRTX’s directors (excluding those directors who are officers or employees of us (or our affiliates)) and the cost of “errors and omissions” and liability insurance to indemnify TRTX’s directors and officers; o interest and fees and expenses arising out of borrowings made by TRTX, including costs associated with the establishment and maintenance of any of its credit facilities, other financing facilities or arrangements or other indebtedness (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of its securities offerings; o expenses connected with communications to holders of TRTX’s securities and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including all costs of preparing and filing required reports with the SEC, the costs payable by TRTX to any transfer agent and registrar in connection with the listing and/or trading of its securities on any exchange, the fees payable to any such exchange in connection with its listing, costs of preparing, printing and mailing TRTX’s annual report to its stockholders and proxy materials with respect to any meeting of its stockholders and any other reports or related statements; o TRTX’s allocable share of costs associated with technology-related expenses, including any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors or our affiliates, technology service providers and related software/hardware utilized in connection with the Funds’ investment and operational activities; o TRTX’s allocable share of expenses incurred by our managers, officers, personnel and agents for travel on its behalf and other out-of-pocket expenses incurred by them in connection with the purchase, financing, refinancing, sale or other disposition of an investment or the establishment and maintenance of any financing facilities or arrangements, securitizations or any securities offerings; o TRTX’s allocable share of costs and expenses incurred with respect to market information systems and publications, research publications and materials, including news research and quotation equipment and services; o the costs and expenses relating to ongoing regulatory compliance matters and regulatory reporting obligations relating to TRTX’s activities; o the costs of any litigation involving TRTX or its assets and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance and indemnification or extraordinary expense or liability relating to TRTX’s affairs; o all taxes and license fees; o all insurance costs incurred in connection with the operation of the Funds’ business except for the costs attributable to the insurance that we elect to carry for ourselves and our personnel; o TRTX’s allocable share of costs and expenses incurred in contracting with third parties, in whole or in part, on TRTX’s behalf; o all other costs and expenses relating to TRTX’s business and investment operations, including the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of investments, including appraisal, reporting, audit and legal fees; o expenses relating to any office(s) or office facilities, including disaster backup recovery sites and facilities, maintained for TRTX or its investments separate from our offices; o expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by TRTX’s board of directors to or on account of holders of its securities, including in connection with any dividend reinvestment plan; o any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against TRTX, or against any of its directors, trustees, partners, members or officers in their capacity as such for which TRTX is required to indemnify them by any court or governmental agency; o the cost of any equity awards for directors and/or executive officers; and o all other expenses we actually incur (except as otherwise described above) that are reasonably necessary for the performance of our duties and functions under the Advisory Services Agreement.  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 Investments”) to the Global Advisees or their Portfolio Investments. Certain 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 Global Vehicles and/or TPG. We allocate the aggregate costs of these shared items across the applicable Global Vehicles and/or TPG in a manner we determine to be reasonable and fair to all parties. Generally, the allocation method across multiple Global Vehicles or Related Vehicles 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 Global Vehicle, they may benefit other Global Vehicles or TPG more broadly. For example, information TPG obtains in connection with a Global Vehicle’s research, due diligence and investment activities will be valuable to other Global Vehicles. Furthermore, tools and resources developed at a Global Vehicle’s expense will be the intellectual property of TPG and not the Global Vehicle. TPG may license or sell their intellectual property to third parties in the future, and the relevant Global 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 to be received by a TPG Management Company, 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 Investments”) or non-advisory administrative fees similar to those described above for the Funds. Fees for Services Provided to Portfolio Investments. In addition, TPG Management Companies or their affiliates, including the affiliated general partners of the Global Vehicles, receive fees related to the making or origination, disposition or management of Portfolio Investments by the Global Vehicles (“Related Services”), other than in the case of certain REITs and TPEP Vehicles, 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 Investments. Governing Documents generally allow us to receive fees for Related Services from a Global Vehicle’s Portfolio Investments, and we expect to receive such fees over the life of a Global 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 Investment. 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 Investment annual monitoring fees under a management services agreement. The monitoring fees can be a fixed annual amount or a floating amount, sometimes based on a percentage of the investment’s earnings. A management services agreement typically has a stated term of ten years, though we expect a management services agreement to terminate when the Global Vehicle ceases to hold a material interest in the relevant Portfolio Investment. In certain circumstances (such as the occurrence of an initial public offering or a sale where the Global 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 Investments for Related Services in these situations may be significant. In general, we typically do not negotiate such fees with Portfolio Investments on an arm’s-length basis. Fees for Related Services could adversely affect a Portfolio Investment’s financial performance. Although these fees for Related Services are in addition to the advisory fees, TPG Management Companies will in some circumstances be obligated to reduce the amount of advisory fees paid by the applicable Global 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 Global Vehicles and is generally set forth in the Governing Documents of the applicable Global Vehicle. Furthermore, a Global 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 Global Vehicle or co-investor. As some Global 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 Global 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 Investments to a TPG Management Company 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)) incurred by the TPG Management Company in connection with a transaction or its performance of services for such Portfolio Investment, whether or not these expenses would be payable by a Global Vehicle if not for such reimbursement;  a portion of a transaction or other fee received from an actual or prospective Portfolio Investment that we in our sole discretion agree to pay to a third party, such as a consultant, advisor, Senior Advisor (which, as discussed in further detail in Item 11 below, are consultants who generally have established industry and/or regional expertise and are available to assist us with transaction sourcing, due diligence, valuation, structuring, consulting and similar matters), finder, broker and/or investment bank (as the third-party fee is not a fee that we are entitled to retain);  any profits interests or other compensation or amounts payable by a Portfolio Investment or a Global 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 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”);  any amounts paid by a former Portfolio Investment, such as directors’ fees a former Portfolio Investment pays one of our professionals who remains on the Portfolio Investment’s board of directors following the Global Vehicle’s disposition of the investment;  the portion of any fee allocable to a co-investor, co-venturer or other Global Vehicles (even if it is received by a Global Vehicle or any of its affiliates);  reimbursement payments from Portfolio Investments and/or Global Vehicles for Specialized Operational Services (as described below – see “Item 11 – Providers of Specialized Operational Services to Portfolio Investments”);  reimbursement payments from the Global 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 Investments as a fee for Related Services due to the service of our employees on the boards of such Portfolio Investments. 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 Global Vehicle, and our related persons, on the one hand, and the Global 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 Investments, Global 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 and/or offset arrangements described above. We describe these relationships further below. See “Item 11 – Conflicts Relating to Activities and Compensation of TPG Operations Professionals,” “Item 11 – Conflicts Relating to Activities and Compensation of Senior Advisors” and “Item 11 – Activities and Compensation of Other Third Parties.” Receiving fees that do not offset the advisory fees gives us an incentive to maximize the amount of these fees and to cause Global Vehicles to make investments that could generate such fees even if we otherwise would not have caused Global Vehicles to make such investments in their absence. Certain In-House Services. Certain Global 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 Investments) provided by us or an affiliate to or for the benefit of the Global 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 Global Vehicle if the services were provided by third-party service providers;  we reasonably believe it is in the Global 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 Global Vehicle bears on an annual basis will typically be subject to a cap. Occasionally, whether a service meets the criteria for reimbursement from a Global 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 Global 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 with respect to certain Global Vehicles. 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 Global Vehicles or us or TPG Management Companies, 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 Global 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 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 Investment alongside certain Global Vehicles and third parties. TPG BD also  participates in underwriting syndicates and/or selling groups with respect to securities and instruments issued by Portfolio Investments of a Global Vehicle (whether in primary or secondary offerings);  acts as arranger (or in a similar capacity) with respect to loans or lines of credit to Global Vehicles, Portfolio Investments of Global Vehicles and third-party borrowers (or in respect of similar debt instruments);  entered into an Equity Distribution Agreement, dated March 7, 2019, with TRTX and certain other sales agents relating to the issuance and sale of shares of TRTX common stock through the sales agents;  in some cases, will act as a broker in transactions on behalf of Global Vehicles; and  provides advisory services to Portfolio Investments of Global 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 Investments of Global Vehicles, TPG BD may directly or as part of an underwriting syndicate purchase from such Portfolio Investments 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. Global 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 Global Vehicle or its Portfolio Investment if we determine it is consistent with our fiduciary duties. TPG BD’s business continues to evolve and expand. It is possible that TPG BD may earn fees for engaging in other transactions that relate to a Global Vehicle or its Portfolio Investments. 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 Global Vehicle in respect of securities or instruments issued by the Global Vehicle, no commission or other compensation is received by TPG BD from such Global 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 Investments of Global 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 certain Portfolio Investments the option to participate in a program with us, our affiliates and other Portfolio Investments pursuant to which one of our affiliates negotiates favorable procurement arrangements. We and our affiliates, together with participating Portfolio Investments, receive the favorable procurement terms, which we are able to secure due in part to the involvement of our Portfolio Investments. This program is a Specialized Operational Service provided to participating Portfolio Investments, and therefore our affiliates receive 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 Investments” and such reimbursements are not subject to advisory fee offsets or otherwise shared with the Global Vehicles. Because the cost of administering this program is shared among our affiliates and the participating Portfolio Investments, we may disproportionately benefit from it by utilizing the favorable procurement arrangements to a greater degree than any of the participating Portfolio Investments and as a result of not all of the Portfolio Investments availing themselves of the benefits. please register to get more info

The Funds (other than TPEP Vehicles and REITs) 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. The TPEP Vehicles generally allocate a portion of their investment profits to their general partners as a performance allocation, as set forth in each TPEP Vehicle’s Governing Documents. REITs generally allocate a portion of their excess cash flow above a hurdle rate to us as an incentive fee in accordance with the relevant 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, performance allocation or excess cash flow, as applicable, with respect to certain investors in certain Funds, including, for example, the Fund’s general partner, its affiliates and certain “friends of the firm.” The allocation of carried interest, performance allocation or excess cash flow, as applicable, at different rates, or (as applicable to certain other Global Vehicles) subject to different hurdle rates, creates an incentive for us or our affiliates to disproportionately allocate time, services or functions to Global Advisees allocating carried interest, performance allocation or excess cash flow at a higher rate (or, as applicable to certain other Global Vehicles, subject to a lower hurdle rate), or to allocate investment opportunities to such Global 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, performance allocation or excess cash flow allocable to a Global Vehicle’s general partner depends on the Global Vehicle’s performance, we have an incentive to take risks in managing the Global Vehicles that we would not otherwise take in the absence of such arrangements. We also have an incentive to dispose of a Global Vehicle’s investments at a time and in a sequence that would generate the highest performance allocation, even if it would not be in the Global 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 their performance allocations as capital gain. This creates an incentive for us to hold a Global 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 Fund’s interest to hold the investments for shorter periods. See Item 11 below for additional information relating to how we generally address conflicts of interest. please register to get more info

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

For the purposes of this Item 8, “we,” “us” and “our” shall include the applicable TPG Management Company, except where context otherwise requires. 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 Investment, 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 Investments following an acquisition. We utilize creative operational and financial strategies throughout the Portfolio Investments’ 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 Investments 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 Investments 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 Investments 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 Investment 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. Methods of Analysis and Investment Strategy – TPG Real Estate Advisors We primarily pursue a strategy focused on investments in property-rich platforms and real estate portfolios. In the future, we may pursue other real estate-related strategies as well. Through our theme-based approach and proactive sourcing of potential investment opportunities, we seek to capitalize on situations where we believe we can achieve attractive acquisition bases and drive value creation during our ownership. We seek investments with the following characteristics with a view to downside protection and upside potential:  a research and data-driven approach to theme generation and investment sourcing, with the objective of executing on investment strategies around which we have developed conviction;  a value-added ownership model whereby – in conjunction with management teams – we believe we can create value at the property, portfolio, and platform levels; and  investments with certain “cash-on-cash” yield profiles (utilizing leverage when we believe is prudent) that we believe facilitates total returns and mitigates risk. Methods of Analysis and Investment Strategies – RE Finance Trust Management The loans TRTX targets for origination and investment typically have the following characteristics:  Unpaid principal balance greater than $50 million;  Stabilized as-is loan-to-value of less than 75% with respect to individual properties;  Floating rate loans tied to the one-month U.S. dollar-denominated London Interbank Offered Rate (or “LIBOR”) and spreads of 275 to 400 basis points over LIBOR;  Secured by properties that are: o primarily in the office, mixed use, multifamily, industrial, retail and hospitality real estate sectors; o expected to reach stabilization within 24 months of the origination or acquisition date; and o located in primary and select secondary markets in the United States with multiple demand drivers, such as employment growth, medical infrastructure, universities, convention centers and attractive cultural and lifestyle amenities; and  Well-capitalized sponsors with substantial experience in particular real estate sectors and geographic markets. We believe that TRTX’s current investment strategy provides significant opportunities to its stockholders for attractive risk-adjusted returns over time. However, to capitalize on the investment opportunities at different points in the economic and real estate investment cycle, TRTX may modify or expand its investment strategy. We believe that the flexibility of TRTX’s strategy supported by our significant commercial real estate experience and the extensive resources of TPG and its real estate platform will allow TRTX to take advantage of changing market conditions to maximize risk-adjusted returns to its stockholders. TRTX invests primarily in commercial mortgage loans and other commercial real estate-related debt instruments, focusing on loans secured by properties primarily in the office, mixed use, multifamily, industrial, retail and hospitality real estate sectors in primary and select secondary markets in the United States, including the following:  Commercial Mortgage Loans. TRTX focuses on directly originating and selectively acquiring first mortgage loans. These loans are secured by a first mortgage lien on a commercial property, may vary in duration, predominantly bear interest at a floating rate, may provide for regularly scheduled principal amortization and typically require a balloon payment of principal at maturity. These investments may encompass a whole commercial mortgage loan or may include a pari passu participation within a commercial mortgage loan.  Other Commercial Real Estate-Related Debt Instruments. Although originating and selectively acquiring commercial first mortgage loans is TRTX’s primary area of focus, from time to time TRTX opportunistically originates and selectively acquires other commercial real estate-related debt instruments, subject to maintaining its qualification as a REIT for U.S. federal income tax purposes and exclusion or exemption from regulation under the Investment Company Act, including subordinate mortgage interests, mezzanine loans, secured real estate securities, note financing, preferred equity and miscellaneous debt instruments. As market conditions evolve over time, we expect TRTX to adapt as appropriate. We believe TRTX’s current investment strategy will produce significant opportunities to make investments with attractive risk-return profiles. However, to capitalize on the investment opportunities that arise at various other points of an economic cycle, we may expand or change TRTX’s investment strategy by targeting assets with debt characteristics, such as subordinate mortgage loans, mezzanine loans, preferred equity, real estate securities and note financings. TRTX may also target assets with equity characteristics, including triple net lease properties and other forms of direct equity ownership of commercial real estate properties, subject to any applicable duties to offer to Related Vehicles. We believe that the diversification of TRTX’s investment portfolio, TRTX’s ability to actively manage those investments, and the flexibility of TRTX’s strategy positions it to generate attractive returns for its stockholders in a variety of market conditions over the long term. Methods of Analysis and Investment Strategy – TPG PEP Advisors We employ a private equity approach to public market investing, which means that our team takes a long-term, fundamentally oriented perspective to evaluating investments. We seek to generate superior risk-adjusted returns on an absolute basis through proprietary, deep, bottom-up research, aimed at developing variant perceptions relative to consensus thinking. The TPEP Vehicles have a broad mandate to invest in publicly traded equities globally across all sectors and market capitalizations. This broad mandate enables us to take an opportunistic approach to investing. At the same time, our team seeks to maintain a disciplined research process and only invests when we are able to gain conviction in an investment and appropriately analyze the risk/reward. On the long side of the portfolio, we seek to invest in businesses that are trading at a substantial discount to our estimate of intrinsic value. Long positions are generally evaluated based on a company’s competitive positioning, management quality, growth prospects, returns on capital and cash flow characteristics. While the approach is flexible, the common thread among our long positions is a variant view versus consensus thinking. On the short side, our team seeks to profit from selling shares when trading values do not reflect the true earnings power of the company. Short positions are expected to be largely single stock absolute return shorts and are evaluated on the same merits as long positions, but from the opposite perspective. Inept management teams, low barriers to entry, lack of pricing power, weak balance sheets, low or declining returns on capital and poor cash flow characteristics are all attributes of attractive shorts. Risk management starts at the position level. We view risk as potential for permanent impairment of capital and not the volatility of a security. We manage risk through extensive fundamental analysis and disciplined portfolio construction with a re-allocation of capital to the best risk/reward scenarios. We may selectively utilize hedging instruments such as foreign currency exchange contracts, options, index futures, swap agreements and commodity derivatives to manage risk. Material Risks of Significant Investment Strategies The investment strategies described above, and other strategies that Global Vehicles (excluding, for purposes of this section, TPEP Vehicles and REITs) pursue, involve a substantial degree of risk, and the Global 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 Global Vehicle’s Governing Documents and/or offering documents, and our representatives are available to discuss with potential investors the risks involved in the strategies that a Global 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 (including laws relating to taxation of a Fund’s investments);  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 Investments 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. 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. Competition for Investments. The Funds compete for investment opportunities with individuals, funds and other investment vehicles having similar investment objectives or strategies. Potential competitors include other investment funds, business development companies, publicly traded or non-listed REITs, real estate operating companies, financial institutions (such as mortgage banks and pension funds), sovereign wealth funds, strategic industry acquirers and other financial investors investing directly or through affiliates. Certain of these individuals or 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, many private investment funds, real estate investment funds and publicly traded and non-listed REITs have been formed over the past several years, and others have been consolidated or grown substantially in size, for the purpose of investing in real estate assets. These funds are able to call substantial amounts of unused capital commitments, resulting in a significant amount of capital available for investment in such opportunities. Other unrelated parties will likely form in the future additional real estate funds and publicly traded and non-listed REITs with similar investment objectives, and we expect further consolidations to occur, resulting in larger funds and vehicles and further increased competition for the Funds. The Funds will face significant competition from other developers, owners, and operators of similar properties in the same markets and asset classes. This competition may affect a Portfolio Investment’s ability to attract and retain tenants and may reduce the rents such Portfolio Investment is able to charge. Additionally, when a Fund seeks to sell its properties, it will compete with other owners of commercial properties. Risks Associated with Publicly Traded Securities. From time to time Funds invest in publicly traded securities and may 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 a Fund. In addition, a Fund may sell a Portfolio Investment 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 Investments 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 a Fund will actually achieve. Because a substantial portion of certain Funds’ committed capital could be invested in a single Portfolio Investment, a loss with respect to any single Portfolio Investment could have a significant adverse effect on a Fund’s returns. Co-Investment Vehicles formed for the purpose of pursuing a particular investment strategy or a particular transaction will be particularly exposed to the legal and financial risks associated with that strategy or transaction, as applicable, and generally will not be able to achieve a level of diversification comparable to the Funds. Even if a Fund achieves significant diversification, such diversification would not necessarily provide meaningful risk control, and may reduce a Fund’s profit potential. 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, such Fund’s 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 Third Parties. Our investment strategies in certain investments depend on our ability to enter into relationships with established and sophisticated joint venture partners or other third parties. For example, Funds generally expect to invest through partnerships, joint ventures or other entities alongside one or more third parties as a co-venturer, which may include the seller of a property, a person involved in the selling or acquisition of a property, a limited partner in a Fund (or other vehicle that we control) or other third parties. Such investments may involve risks not present in investments where a third party is not involved, including the possibility that:  a Fund and a co-venturer may reach an impasse on a major decision that requires the approval of both parties;  a co-venturer may at any time have economic or business interests or goals that are inconsistent with those of a Fund;  a co-venturer may encounter liquidity or insolvency issues or may become bankrupt;  a co-venturer may be in a position to take action contrary to a Fund’s investment objective;  a co-venturer may take actions that subject the property to liabilities in excess of, or other than, those contemplated; or  in certain circumstances a Fund may be liable for actions of a co-venturer. To the extent that a co-venturer is able to significantly influence the affairs of the companies or assets in which a Fund invests, such Fund will be required to rely upon the abilities and management expertise of such co-venturer. There can be no assurance that our current relationship with any such person will continue with respect to a particular Fund or that we will establish in the future any relationship with other such persons on terms favorable to a Fund. Reliance on the Management of Portfolio Investments. Although we intend to ensure that a Fund enters into joint ventures with skilled partners and invests in Portfolio Investments that have strong management teams and/or to assist in enhancing management teams, there can be no assurance that any joint venture partner, existing management team, successor or other third party will be able to operate successfully. With respect to emerging platforms, we may have limited ability to evaluate their management based on past performance, and such platforms 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 joint venture partners, management teams of Portfolio Investments or other third parties upon which we rely may undermine our due diligence efforts with respect to such investments or otherwise adversely affect the operations of a Portfolio Investment. If such fraud, other deceptive practices and/or other misconduct is discovered, it could adversely affect the valuation of a Fund’s investments. Possibility of Fraud or Other Misconduct of Employees and Service Providers. Misconduct by our employees, Portfolio Investment officers or employees, service providers to the foregoing and/or their respective affiliates could cause significant losses to a Fund. Misconduct may include entering into transactions without authorization, the failure to comply with operational and risk procedures, including due diligence procedures, misrepresentations as to investments being considered by a Fund, the improper use or disclosure of confidential or material non-public information, which could result in litigation or serious financial harm, including limiting a Fund’s business prospects or future marketing activities, and non-compliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption and/or financial losses to such Fund. We have controls and procedures through which we seek to minimize the risk of such misconduct occurring. However, no assurances can be given that we will be able to identify or prevent such misconduct. 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 Investments 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 non-U.S. 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 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. 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. Moreover, the European Union’s Directive 2011/61/EU on Alternative Investment Fund Managers (the “AIFMD”) came into effect on July 22, 2013, and harmonizes the regulation of alternative investment fund managers (“AIFMs”) that are based in the European Economic Area (“EEA”) or that market interests in an alternative investment fund (“AIF”) to investors registered in or with a registered office in the EEA (“EEA Investors”). The AIFMD will typically apply to the management company of a Fund to the extent limited partner interests are marketed (within the meaning of the AIFMD as implemented in the relevant Member States of the EEA) to EEA Investors. The AIFMD may have an adverse impact on the marketing of limited partner interests to EEA Investors and the operation of a Fund. The AIFMD, as implemented in the relevant Member States of the EEA, allows non-EEA AIFMs to market AIF interests to professional investors within the meaning of the AIFMD (“Professional Investors”) under private placement regimes (“PPRs”). However, PPRs are not available in certain EEA Member States. In addition, the PPR of a particular EEA Member State may impose certain filing or registration requirements to be satisfied prior to starting any marketing (within the meaning of the AIFM Directive as implemented in the relevant EEA Member States) in such EEA Member State. In addition, the PPRs typically only allow marketing of AIF interests to EEA Professional Investors, and certain EEA Member States impose the same or stricter conditions on marketing of AIF interests to EEA Investors who do not qualify as EEA Professional Investors, including some high net worth individuals. The conditions applicable to marketing in the EEA under PPRs described above limit a Fund’s ability to attract EEA Investors, which may result in a reduction in the overall amount of capital that a Fund is able to raise, which may affect such Fund’s investment strategy or limit the range of investments that such Fund is able to pursue and make. The need to comply with filing or registration requirements prior to marketing in certain EEA Member States may delay the fundraising process, thereby reducing the speed with which we can deploy the capital raised. In addition, marketing under PPRs is subject to compliance with certain requirements and restrictions under the AIFMD, including:  providing certain mandatory pre-investment disclosures to investors;  preparing an AIFMD compliant annual report;  making certain filings and reporting to regulators in the relevant EEA Member States;  making certain notifications and disclosures where a Fund acquires or disposes of shares in EEA companies; and  certain limitations on a Fund’s ability to “asset strip” or recapitalize, refinance, or potentially restructure an EEA company in which a Fund acquires control (whether individually or jointly with a third party). PPRs are not uniform, and certain EEA Member States impose specific requirements and restrictions in addition to those set out by the AIFMD and above (such as, for example, the requirement to appoint a depositary). Compliance with such requirements will result in a Fund incurring additional costs and expenses or may otherwise adversely affect the management and operation of such Fund and its investments. There remains some uncertainty as to the manner in and extent to which the AIFMD is being implemented in various EEA Member States and how such EEA Member States interpret the AIFMD. This uncertainty increases the risk that we will fail to comply with the requirements imposed by the AIFMD as implemented in a particular EEA Member State. Our failure to comply may result in a regulatory authority or court in that or another EEA Member State requiring us to return any capital or other funds to investors or otherwise seeking to take other enforcement or remedial action against us. This could result in a reduction in the overall amount of capital available to a Fund, thus potentially limiting the range of investments that such Fund is able to pursue and make, or otherwise result in a loss to such 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 Investment’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 Investments. Certain of a Fund’s Portfolio Investments, 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 Investment 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 Investment. If the funds provided are not sufficient, a Portfolio Investment 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 Investment 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 Investment’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 Investment. There can be no assurance that we or the Portfolio Investment will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. 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 Investment’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. Interest Rate Risks. We expect the Funds, both directly and indirectly through Portfolio Investments, to have exposure to interest rate risks, meaning that changes in prevailing interest rates could negatively affect a Fund. For example, an increase in interest rates could increase the debt service burden on a Fund’s Portfolio Investments, make it more costly to refinance the debt of a Fund’s Portfolio Investments and cause a decrease in value in a Fund’s debt investments. Factors that 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, the European Central Bank and other monetary system participants;  the actions of other market participants;  international disorders; and  instability in domestic and non-U.S. 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. 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 Investment 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 Investment’s particular product. Investments in Restructurings. Certain Funds invest in restructurings involving Portfolio Investments that are experiencing or are expected to experience financial difficulties. These Portfolio Investments 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. 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. In addition, a Fund may invest a substantial portion of its assets in real-estate related investments outside of the United States, including in certain developing foreign markets. Non-U.S. real estate- related investments require consideration of risks not typically associated with investing in real estate-related investments in the United States, including risks relating to:  currency exchange matters, including o fluctuations in the rate of exchange between the U.S. dollar and the various non- U.S. currencies in which a Fund’s non-U.S. Portfolio Investments are denominated, and o costs associated with conversion of investment principal and income from one currency into another and/or the repatriation of capital from such jurisdictions;  inflation matters, including rapid fluctuations in inflation rates;  differences between U.S. and non-U.S. real estate markets, including potential price volatility in, and relative illiquidity of, some non-U.S. real estate markets;  the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and differences in government supervision and regulation;  certain economic, social and political risks, including o potential exchange-control regulations, o potential restrictions on non-U.S. investment and repatriation of capital, o the risks associated with political, economic or social instability, including the risk of sovereign defaults, regulatory change, and the possibility of expropriation or confiscatory taxation, or the imposition of wit 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 Investments 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 Investment alongside certain Global Vehicles and third parties. TPG BD also  participates in underwriting syndicates and/or selling groups with respect to securities and instruments issued by Portfolio Investments of a Global Vehicle (whether in primary or secondary offerings);  acts as arranger (or in a similar capacity) with respect to loans or lines of credit to Global Vehicles, Portfolio Investments of Global Vehicles and third-party borrowers (or in respect of similar debt instruments);  entered into an Equity Distribution Agreement, dated March 7, 2019, with TRTX and certain other sales agents relating to the issuance and sale of shares of TRTX common stock through the sales agents;  in some cases, will act as a broker in transactions on behalf of Global Vehicles; and  provides advisory services to Portfolio Investments of Global 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 Investments of Global Vehicles, TPG BD may directly or as part of an underwriting syndicate purchase from such Portfolio Investments 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 Capital Advisors, LLC;  TPG Opportunities Advisors, LLC (“TOP”)  TPG PEP Advisors, LLC (“TPEP”);  TPG RE Finance Trust Management, L.P. (“RE Finance Trust Management”);  TPG Real Estate Advisors, LLC; and  TSL Advisers, LLC (“TSL”), along with their respective relying advisers. All except TOP and TSL (together, the “Related Advisers” and those managed by such Related Advisers, the “Related Vehicles”) are TPG Management Companies. 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 Global Vehicles. Various entities serve as general partners of the Global 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
For the purposes of this Item 11, “we,” “us” and “our” shall include the applicable TPG Management Company, except where context otherwise requires. 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, “Global 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. With respect to TPEP, transactions in certain permitted investments must be pre-cleared by TPEP’s Chief Compliance Officer or his/her designee. Except with respect to TPEP, Global 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 Global 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 Global Vehicles. As our officers, principals and employees typically also make investments in or alongside the Global Vehicles, they have conflicting interests with respect to these investments. Under the Code of Ethics, Global 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 Global 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 Global 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 Global Advisee 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 Global Advisee, or buys or sells for Global 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 Global Advisee;  recommends securities to Global Advisee, or buys or sells securities for Global 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 Investments. Both the TPG Management Companies and the affiliated advisers forming a part of us have a number of related investment advisers (including other TPG Management Companies) that focus primarily on different investment strategies, although such investment strategies overlap from time to time. In the ordinary course of conducting its activities, the interests of a Global Advisee will from time to time conflict with the interests of other Global Advisees, including other Funds and TPG Management Companies and 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 In resolving conflicts among Global Vehicles, we will consider various factors, including the interests of such Global Vehicle and the other Global Vehicle with respect to the immediate issue and the longer term course of dealing among such vehicles. In the case of all conflicts involving a Global 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 Global Vehicle will not make any investment unless we and the Global Vehicle’s general partner believe that such investment is an appropriate investment considered from the viewpoint of such Global 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 Global Vehicles;  many of our Funds have established advisory committees, whose members are not affiliated with the general partner of the Fund. Such committees generally play an important role in resolving conflicts of interest by, for example, overseeing certain activities that could give rise to conflicts of interest or approving or consenting to decisions that involve certain conflicts of interest referred to it by the Fund’s general partner in accordance with the relevant Governing Documents;  with respect to certain Global Vehicles, the boards of directors, certain of whose members are not affiliated with us, generally play an important role in resolving conflicts of interest by approving or disapproving decisions (including, when required, by a majority of the members who are not affiliated with us) that involve certain conflicts of interest we refer to it 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 Global Vehicle may demonstrate the fairness of the transaction to such Global 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 Global Advisee 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 Global 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 Global 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. The material conflicts of interest that Global Advisees encounter (other than TPEP Vehicles) are discussed immediately below. The material conflicts of interest that TRTX encounters are discussed thereafter in “Potential Conflicts of Interest – RE Finance Trust Management” and the material conflicts of interest that a TPEP Vehicle encounters are discussed thereafter in “Potential Conflicts of Interest – TPEP Vehicles.” 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 Global Vehicles, we and/or the Global Vehicles may, in certain limited circumstances, engage in principal transactions, as described below. Also, from time to time, our affiliates who control, are controlled by or are under common control with us and/or our affiliates, may provide seed capital to a new Fund. In doing so, we and/or our 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 Global Vehicle regarding any proposed principal transactions, if required by the Advisers Act or applicable law, and the Global Vehicle’s prior consent to the transaction be received. In addition, the Governing Documents relating to the Global Vehicles typically contain additional restrictions on our ability or that of the Global Vehicles to engage in principal transactions and disclosures regarding principal transactions that are likely to arise in the operations of Global Vehicles. Participation of TPG BD and TSSP BD in Global 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 Investment alongside certain Global Vehicles and third parties. TPG BD also  participates in underwriting syndicates and/or selling groups with respect to securities and instruments issued by Portfolio Investments of a Global Vehicle (whether in primary or secondary offerings);  acts as arranger (or in a similar capacity) with respect to loans or lines of credit to Global Vehicles, Portfolio Investments of Global Vehicles and third-party borrowers (or in respect of similar debt instruments);  entered into an Equity Distribution Agreement, dated March 7, 2019, with TRTX and certain other sales agents relating to the issuance and sale of shares of TRTX common stock through the sales agents;  in some cases, will act as a broker in transactions on behalf of Global Vehicles; and  provides advisory services to Portfolio Investments of Global 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 Investments of Global Vehicles, TPG BD may directly or as part of an underwriting syndicate purchase from such Portfolio Investments the securities or instruments issued. The relationships we have with TPG BD and TSSP BD give rise to conflicts of interest between us and Global Vehicles that have an interest in any Portfolio Investments 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 Investment’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 Global Vehicle and/or relevant Portfolio Investments. In addition, TPG BD could influence the placement of Portfolio Investment 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 Global Vehicle or its Portfolio Investments. 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 Global 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 Investments or Global Vehicles. We generally will evaluate any such transactions on a case-by-case basis to address any such conflicts. Transactions involving a Global 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 Global 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 Global 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 Global 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 Global Vehicles. We therefore expect to encounter situations in which we must determine how to allocate investment opportunities among various Global Vehicles and other persons, which typically include the following:  the Funds and the Related Vehicles;  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 “Global Investors”) and/or individuals and entities that are not investors in any Funds;  Global Investors and/or third parties that wish to make direct investments side-by-side with one or more Global Vehicles in particular transactions; and  Global 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 Global Vehicles, including additional hedge funds, infrastructure funds, life sciences funds, emerging market funds and other regional or sector-focused vehicles. The Global Vehicles and Related Vehicles 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, Global Vehicles and Related Vehicles have “duty to offer” provisions, and these provisions are customized for each Global Vehicle and Related Vehicle in light of its mandate. For example, the “duty to offer” provisions of some Global Vehicles and Related Vehicles have a geographic or industry focus. These provisions typically carve out certain types of investment opportunities, including follow-on investments or dispositions by other Global Vehicles or Related Vehicles 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 Global Vehicles and Related Vehicles, as the “Investment Allocation Requirements.” When making allocation decisions, we are guided by our contractual obligations to the Global Vehicles and Related Vehicles, 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 Global Vehicle or Related Vehicle to pursue an investment opportunity. That is, we often conclude that an investment opportunity falls within the “duty to offer” of a single Global Vehicle or Related Vehicle and not any other Global Vehicle or Related Vehicle, based on it being suitable for, and satisfying the other “duty to offer” criteria of, that Global Vehicle or Related 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 Global Vehicle or Related Vehicle;  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 Global Vehicle’s or Related Vehicle’s current and projected capacity for investing (including for any potential follow-on investments);  the relevant Global Vehicle’s or Related Vehicle’s targeted rate of return and investment holding period;  the stage of development of the prospective Portfolio Investments;  the existing portfolio of investments of the relevant Global Vehicle or Related Vehicle;  the investment opportunity’s risk profile;  the expected life cycle of the relevant Global Vehicle or Related Vehicle;  any investment targets or restrictions (e.g., industry, size, etc.) for the relevant Global Vehicle or Related Vehicle;  the ability of the relevant Global Vehicle or Related Vehicle 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 Global Vehicles or Related Vehicles 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 Global Vehicles. In making an allocation decision, additional conflicts of interest will arise. Specifically, because the Global Vehicles and Related Vehicles have different fee, expense and compensation structures, we have an incentive to allocate an investment opportunity to the Global Vehicle or Related Vehicle that would generate a higher fee or more carried interest. In addition, our professionals will generally participate indirectly in investments made by Global Vehicles in which they invest (see “Conflicts Arising from Interests of Our Professionals in the Global Vehicles”). 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 Global Vehicle or Related Vehicle being allocated an entire investment opportunity, or in multiple Global Vehicles and/or Related Vehicles sharing an investment opportunity on a basis approved by the Allocation Committee. Allocating all or any portion of an investment opportunity to, for example, one Global Vehicle instead of another Global Vehicle will reduce the amount available to the other Global Vehicle for investment. In certain cases, a Global 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 Global Vehicle, the Governing Documents of certain Global Vehicles allow us, in our complete discretion and notwithstanding our other allocation principles, to offer to other Global Vehicles, Related Vehicles or co-investors a certain amount of the portion of such opportunity allocated to such Global Vehicle. This right is separate from and in addition to our ability to allocate co-investment from “overage” after the Global 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 Global Vehicles or Related Vehicles (and their respective investors) or co-investors greater exposure to the investment than they would otherwise receive. Such Global Vehicles, Related Vehicles or co-investments may generate more fees, carried interest or other compensation than we would have received from the Fund to which the investment opportunity should be allocated. We may not determine final allocations among Global Vehicles and/or Related Vehicles until after certain expenses or other amounts have already become due and payable. In these circumstances, a Global Vehicle may initially bear the full amount of an upfront payment or expense, even if another Global Vehicle or Related Vehicle ultimately participates in the investment. In such a circumstance, the other Global Vehicle or Related Vehicle would reimburse the Global Vehicle for its proportionate share of such payment or expense when we determine the final allocation of the investment opportunity among the Global Vehicles and/or Related Vehicles. While highly unlikely, it is possible that the other Global Vehicle or Related Vehicle could default on its obligation to reimburse the Global Vehicle. Allocation of Co-Investment Opportunities From time to time, we have the option to offer one or more Global Vehicles, Co-Investment Vehicles, Global Personnel 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 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 Global Personnel may hold an interest) or co-venturers;  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 Global Vehicle or any side-letter or other terms negotiated with respect to such Global 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 Global Investors; o Senior Advisors (and the funds they manage); o Global Personnel; o Co-Investment Vehicles; o investors in Related Vehicles; o prospective investors in one or more Funds or Related Vehicles; o consultants; o advisors; o strategic partners; or o other third parties;  we are under no obligation to offer to Global Investors any co-investment opportunities;  we can offer co-investment opportunities selectively to some Global Investors and not offer them to all Global Investors;  allocations of co-investment opportunities between Global Investors generally will not correspond to their pro rata interests in the relevant Global Vehicle;  we may agree to offer certain Global Investors preferential access to co-investment opportunities on a systematic basis (for example, by granting a Global 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 Global Vehicle), including in connection with broader strategic relationships or other arrangements where investors agree to invest in a Global Vehicle or Related Vehicle; 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-  any contractual obligations to provide co-investment opportunities;  the size of the potential co-investor’s actual or proposed commitment to Global Vehicles and/or Related Vehicles 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 Global 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 or business activities, asset class or industry of the prospective target company or Portfolio Investment;  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 Investment at the same time as the Global Vehicles or purchase their interest from the applicable Global Vehicles after such Global Vehicles have consummated the investment in the Portfolio Investment (also known as a post-closing sell down or transfer). In either case, potential co-investors typically do not bear any transaction costs of investments that are not consummated and are not subject generally to the same risks to which a Fund is throughout the investment process. When co-investors purchase their interest from the Global Vehicle after the Global Vehicle has consummated the investment, the price paid by co-investors is typically determined by the Global Vehicle’s general partner in its sole discretion. The price may not reflect the full cost incurred by the Global 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 Portfolio Investment (if applicable) or the risk borne by the Global 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 may not be able to consummate such investment, and if consummated, the 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 Fund or Funds or Related Vehicle or Vehicles 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 or Related Vehicle or Vehicles. The allocations of fees and expenses among Funds may not be proportional. For example, to the extent one or more Related Vehicles were involved in a broken deal, the fact that the Related Vehicles at times have different expense reimbursement terms, including with respect to advisory fee and similar offsets, could result in the Funds 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 applicable Fund (and any other Funds that would have participated in such investment), rather than by any such prospective co-investors. The financial position of the relevant Funds and/or Related Vehicles may give us an incentive to allocate such fees and expenses to one such Fund or Related Vehicle and not another. For example, it would be advantageous to allocate broken deal fees and expenses to a Fund that is not expected to pay carried interest to its general partner, as the fees and expenses would not affect the amount of carried interest paid—it would be zero in any case. Conversely, it typically would be disadvantageous as an economic matter to allocate broken deal fees and expenses to a Fund 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 Global Vehicles, Related Vehicles 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, the TPG Management Companies, the Global Vehicles, the Related Vehicles and/or Portfolio Investments, in each case in accordance with the Global Vehicles’ and Related Vehicles’ 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 Global Vehicle and/or its Portfolio Investments or, if incurred by us, are reimbursed by a Global Vehicle and/or its Portfolio Investments, we will not necessarily seek out the lowest cost options when incurring (or causing a Global Vehicle or its Portfolio Investment to incur) such expenses. A Global Vehicle may sell down an interest in its Portfolio Investments to co-investors. Subject to the applicable Governing Documents, we may charge (or may decide not to charge) a co-investor (such as a Global Investor or third party) interest costs for the time period between the closing of the applicable Global Vehicle’s investment in a Portfolio Investment to the date of the transfer of interests in such Portfolio Investment 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 Global 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 Global Vehicle pursuant to such Global Vehicle’s Governing Documents, or if we are asked to identify Global 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 Global Vehicles or Related Vehicles In certain rare instances, we may cause a Global Vehicle to purchase investments from another Global Vehicle or Related Vehicle, or we may cause a Global Vehicle to sell investments to another Global Vehicle or Related Vehicle. In connection with such transactions, we and/or our professionals may  have significant investments or intentions to invest in the Global Vehicle or Related Vehicle 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 Global Vehicles and/or Related Vehicles 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 Global Vehicles and/or Related Vehicles. 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 Global Vehicle to engage in such transactions only if we determine that the terms and conditions of such transaction are substantially as advantageous to such Global Vehicle as the terms it would obtain in a comparable arm’s-length transaction with a third party. For additional information regarding transactions between Global Vehicles, including a discussion of related conflicts of interest, please see Item 12, under “Cross Transactions.” Conflicts Related to Investing Alongside Other Global Vehicles and/or Related Vehicles From time to time, a Global Vehicle and one or more other Global Vehicles or Related Vehicles make investments in the same company or asset. While typically Global Vehicles and/or Related Vehicles would make and exit any such investment on the same general terms, differences between such Global Vehicle(s) and Related Vehicle(s), including their respective terms, investment periods, structures and investment strategies, could result in the relevant Global Vehicle(s) or Related Vehicle(s) making or exiting their investments at different times, at different effective prices or with differing costs or terms. For example, a Related Vehicle may invest in the publicly traded securities of another Global Vehicle’s Portfolio Investment, including by purchasing these securities in an initial public offering, in a secondary offering by the Global Vehicle or in the open market. One Global Vehicle’s view of the investment and its interests may diverge from those of the other Global Vehicle. This could cause one Global Vehicle to dispose of, increase its exposure to or continue to hold the investment at a time when the other Global Vehicle has taken a different approach. As a result, the actions of one Global Vehicle could affect the value of the other Global Vehicle’s investment. For instance, a sale by one Global Vehicle of its investment could put downward pressure on the value of the other Global Vehicle’s interest, which the latter Global Vehicle has opted to hold longer term. Each Global Vehicle and Related Vehicle is under no obligation to act in a way that furthers or protects the interests of the other Global Vehicle. One Global Vehicle could earn a return on its investment that exceeds the other Global Vehicle’s return. A Global Vehicle will from time to time invest in opportunities that other Global Vehicles or Related Vehicles have declined, and likewise, a Global Vehicle will from time to time decline to invest in opportunities in which other Global Vehicles or Related Vehicles have invested. Our employees and related persons, and those of the Related Advisers, have made, and expect in the future to make, capital investments in or alongside certain Global Vehicles or Related Vehicles, or in prospective Portfolio Investments directly or indirectly, and therefore have additional conflicting interests in connection with these investments. Conflicts Related to Investing in Different Levels of the Capital Structure The Global Vehicles and Related Vehicles 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 Global Vehicles and/or Related Vehicles also engage in short selling. Accordingly, it is possible that one Global Vehicle will hold an interest in one part of an investment’s capital structure while another Global Vehicle or a Related Vehicle holds an interest in another; similarly, a Global Vehicle may be “long” a company that another Global Vehicle or a Related Vehicle is “short.” Decisions taken by one Global Vehicle or Related Vehicle in these circumstances to further its interests may be adverse to the interests of the other Global Vehicle. For example, a Global Vehicle could acquire a significant equity stake in a company whose debt securities are already held by another Global Vehicle or Related Vehicle. As a creditor of the company, the other Global Vehicle or Related Vehicle could take actions, consistent with its obligations to maximize the return to its investors, that would be adverse to the interests of the first Global Vehicle as a holder of more junior securities. The other Global Vehicle or Related Vehicle, for instance, could cause the acceleration of the Portfolio Investment’s debt or exercise other rights it has that could precipitate a sharp decline in the value of the equity held by the first Global Vehicle. The other Global Vehicle or a Related Vehicle would be under no obligation to take any action or refrain from taking any action to prevent or mitigate any losses by the first Global Vehicle. Conflicts may arise in determining the terms of investments, especially when we control the structure of a transaction and its capitalization. For example, if a Global Vehicle or Related Vehicle 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 another Global Vehicle, as an equity owner, would desire. In addition, a Global Vehicle or Related Vehicle may participate in releveraging and recapitalization transactions involving Portfolio Investments in which other Global 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 Investment 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 Investment. Conflicts Related to Other Investments by Global Vehicles and Related Vehicles A Global Vehicle or Related Vehicle occasionally invests in a competitor or customer of, or service provider or supplier to, a Portfolio Investment of another Global Vehicle. In addition, Global Personnel may serve as directors, or otherwise be associated with, companies that are competitors of Portfolio Investments of certain Global Vehicles. These circumstances would give rise to a variety of conflicts of interest. For example, a Related Vehicle or its Portfolio Investments may take actions for commercial reasons that have adverse consequences for the Global Vehicle or its Portfolio Investment, such as seeking to increase its market share at the Global Vehicle Portfolio Investment’s expense (as a competitor), withdrawing business from other Global Vehicle Portfolio Investment in favor of a competitor that offers the same product or service at a more competitive price (as a customer), increasing prices in lock-step with other enterprises in the industry (as a supplier) or commencing litigation against the Global Vehicle Portfolio Investment (in any capacity). Another Global Vehicle or Related Vehicle may also obtain information while dealing with its Portfolio Investment that it is prohibited from acting on or disclosing to another Global Vehicle or its Portfolio Investment 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 Global Vehicles to benefit other Global Vehicles and Related Vehicles. Global Vehicles and Related Vehicles are under no obligation to take into account the other Global Vehicles’ interests in advising their Portfolio Investments or otherwise managing their assets. Conflicts Arising from Other Investment Activities of the Global Vehicles and Related Vehicles – Possession of Material Non-Public Information The Global Vehicles and Related Vehicles 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 Global Vehicle investments. In the absence of an information barrier, if a Global Vehicle or Related Vehicle receives non-public information with respect to a company, other Global 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 other Global Vehicles and Related Vehicles enter into often include provisions, such as “standstills,” that could prevent the Global Vehicles from making an investment, potentially for extended periods. In addition, some Global Vehicles and Related Vehicles regularly trade securities and debt instruments in the secondary market. In the absence of information barriers, a Global 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 other Global Vehicles or Related Vehicles with respect to that company. Moreover, certain Governing Document provisions could impair another Global Vehicle’s or Related Vehicle’s ability to trade the securities or debt instruments of a company if another Global Vehicle invests in that company. In certain circumstances, a Global Vehicle may have an incentive to avoid taking actions that would impede the operation of another Global Vehicle or Related Vehicle. For example, a Global Vehicle may decline to receive non-public information on a company or otherwise pursue an investment opportunity if doing so would prevent other Global Vehicles or Related Vehicles 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 Global Vehicles and/or Related Vehicles to avoid the restrictions described in the preceding paragraphs. In these instances, however, a Global 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 Global Vehicle is breached, even if inadvertently, the Global 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 Global Vehicles and Related Vehicles – 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 other businesses, they generally do not have access to information about the Global Vehicles and their investments and have different day-to-day management from the Global Vehicles. Accordingly, these “walled-off” businesses may not be subject to certain restrictions otherwise applicable to affiliates under certain Global Vehicles’ Governing Documents. Conflicts Arising from Other Investment Activities of the Global Vehicles and Related Vehicles – Certain Bankruptcy Implications Global Vehicles and/or Related Vehicles will in many cases own a significant or controlling percentage of the common equity of Portfolio Investments, which, depending upon the amount of equity owned by them, any relevant contractual arrangements between such Portfolio Investments 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 Global 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 Global Vehicles will typically be deemed to control, participate in the management of or influence the conduct of Portfolio Investments. The effect of these relationships will vary from jurisdiction to jurisdiction. These factors could expose the assets of a Global Vehicle to claims by a Portfolio Investment, its security holders, its creditors or governmental agencies. If a Global Vehicle purchases in the secondary market at a discount debt securities of a company in which a Global Vehicle has, for example, a substantial equity interest, (i) a court might require a Global 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 Global 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 Global Vehicles would otherwise have to make investments. Conflicts Relating to the Use of Leverage Certain Global 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 Global 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, Global 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 Global 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 Global 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 Global Vehicle’s investors and ease the investors’ burden of responding to multiple capital calls. It also allows a Global 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 Global Vehicle’s investors and, in limited circumstances, may also be secured by other Global Vehicle assets, a lender may foreclose on the pledged collateral, including the investors’ capital commitments and, only if applicable, the Global 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 Global Vehicle would likely be subordinate to the Global 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 Global 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 Global 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 Global 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 Global Vehicle and the investors or impose additional obligations on them. For example, the credit facilities may impose restrictions on the ability of the Global Vehicle’s general partner to consent to the transfer of an investor’s interest in the Global 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 Global 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 we called smaller amounts of capital incrementally over time as needed by the Global Vehicle. This risk would be heightened for an investor with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the investor to meet the accumulated, larger capital calls at the same time. We may also utilize fund-level borrowing when we expect to repay the amount outstanding through means other than investor capital, including as a bridge for equity or debt capital at a Portfolio Investment. If we are ultimately unable to repay the borrowings through those other means, investors would end up with increased exposure to the underlying investment, which could result in greater losses in a declining market. Our Incentives to Engage in Fund-Level Borrowing We have incentives to engage in fund-level borrowing notwithstanding the expense and risks that accompany it. For example, we intend to present certain performance metrics, such as certain net internal rates of return and net multiples-of-money, in the Global Vehicle’s periodic reports and marketing materials for other Global Vehicles. These performance metrics measure investors’ actual cash outlays to, and returns from, the Global Vehicle and thus depend on the amount and timing of investor ca please register to get more info

For the purposes of this Item 12, “we,” “us,” or “our” shall include the applicable TPG Management Company, except where context otherwise requires. Investment or Brokerage Discretion For each of the Global 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 Global 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. Securities transactions can be expected to generate brokerage commissions and other compensation that a Global Vehicle, and not us or our affiliates, will be obligated to pay. We have complete discretion in deciding which brokers or dealers a Global Vehicle will use and in negotiating the rates that a Global Vehicle will pay. 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 Global 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 Global 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. With respect to the Global Vehicles (excluding TPEP Vehicles), 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. With respect to TPEP Vehicles, we have formal arrangements with certain specific brokers or dealers to receive research or other services beyond transaction execution in exchange for higher brokerage commissions from client transactions (so-called “soft dollar” arrangements). In addition, we may select brokers or dealers who provide us with research reports and services, including the reports listed above. 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 the TPEP 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. Any such research service may be broadly useful and of value to us in rendering investment advice to all or a significant portion of the TPEP Vehicles, or may be relevant and useful for the management of one or only a few of the TPEP Vehicles’ accounts, regardless of whether such account or accounts paid commissions to the broker-dealer through which the research service was provided. 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. A conflict of interest exists when a broker-dealer provides such research services, as we will have an incentive to favor such broker-dealer over another that may charge lower commissions. 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 Global 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 Global Vehicles and/or Related Vehicles (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 Global Vehicle may not receive the best price otherwise possible, or we might have an incentive to improve the performance of one Global Vehicle or a Related Vehicle by selling underperforming assets to another Global 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 Global Vehicle or Related Vehicle 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 Global Vehicles or Related Vehicles involved in such a transaction, and may also be entitled to share in the investment profits of the relevant Global Vehicles or Related Vehicles. In the event that we do effect cross-fund transactions between Global Vehicles or Related Vehicles, 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 Global Vehicle involved in the transaction; and  in compliance with any investment guidelines or restrictions for these Global 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 Global 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 Global Vehicle, we will seek to ensure that combined orders for all Global Vehicles are generally placed while assigning pre-order allocations. If an order for more than one Global Vehicle cannot be fully executed, we typically “bunch” buy or sell orders for two or more Global 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 Global Vehicle’s order were placed separately. There may, however, be instances in which order bunching results in a less favorable transaction than a particular Global 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 Global Vehicles will have an adverse effect on other Global Vehicles. We are not obligated to place all transactions on a “bunched” basis. We generally will seek to avoid putting any Global Vehicle at an advantage or disadvantage compared to other Global Vehicles that are buying or selling the same security. Each Global 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 Global Vehicles. please register to get more info

Review of Accounts The investment portfolios of the Global Vehicles (other than the TPEP 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 Global Vehicles’ Portfolio Investments and generally maintain an ongoing oversight position in such Portfolio Investments. 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. With respect to RE Finance Trust Management, we proactively manage the assets of our portfolio from closing of each investment to final repayment of such. TRTX is party to an agreement with Situs, one of the largest commercial mortgage loan servicers, pursuant to which Situs provides TRTX with dedicated asset management employees for performing asset management services pursuant to TRTX’s proprietary guidelines. Following the closing of an investment, this dedicated asset management team rigorously monitors the investment under our oversight, with an emphasis on ongoing financial, legal and quantitative analyses. Through the final repayment of an investment, the asset management team maintains regular contact with borrowers, servicers and local market experts monitoring performance of the collateral, anticipating borrower, property and market issues, and enforcing TRTX’s rights and remedies when appropriate. We review TRTX’s entire loan portfolio quarterly, undertake an assessment of the performance of each loan, and assign it a risk rating between “1” and “5,” from least risk to greatest risk, respectively. We provide continuous advisory services for the TPEP Vehicles. The Portfolio Investments of each TPEP Vehicle are primarily reviewed by us and our dedicated team of investment professionals. TPG provides general oversight and advice with respect to our investment decisions. Reporting We generally do not provide formal written reports to any Global Vehicle unless specifically requested by the general partner of the vehicle. We generally report to investors in a Global Vehicle in accordance with the applicable Governing Documents. please register to get more info

Global Vehicles have compensated, and expect in the future to compensate, broker-dealers who assist it in obtaining capital through commissions and underwriting discounts. Such amounts are generally payable by Global Vehicles, and as such, such expenses are indirectly borne by its investors. 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, we and our related persons, in certain instances, receive discounts on products and services provided by Portfolio Investments held by Global Vehicles and/or the customers or suppliers of such Portfolio Investments. please register to get more info

Not applicable. please register to get more info

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 and the applicable TPG Management Company 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

For the purposes of this Item 17, “we,” “us” and “our” shall include the applicable TPG Management Company, except where context otherwise requires. 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 Global Vehicles. We have adopted and implemented policies and procedures reasonably designed to ensure that we vote proxies in the best interests of the Global Vehicles. In exercising our voting discretion, we seek to avoid any direct or indirect conflict of interest between the Global 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 Global Vehicles or if the circumstances make such an abstention or withholding otherwise advisable and in the best interest of the applicable Global Vehicles. Global 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 Global Vehicles, we vote in a manner that we believe is consistent with the best interest of the Global 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 Global 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 Global Advisee’s request, will furnish proxy voting information, free of charge, to the requesting Global Advisee within a reasonable period of time (usually within ten business days). Global Advisee may request proxy voting information by contacting the Chief Compliance Officer at (817) 871-4000 or by writing to TPG Global, LLC, Attn: Chief Compliance Officer, at 301 Commerce St., Suite 3300, Fort Worth, Texas 76102. please register to get more info

Not applicable. please register to get more info