TPG Capital Advisors LLC

ITEM 5 – FEES AND COMPENSATION

Fees Generally. We generally charge asset-based investment advisory fees (which in other
contexts we commonly refer to as “management fees”) to the Capital Advisors Vehicles. Advisory
fees paid by a Capital Advisors Vehicle are indirectly borne by its investors. Such investment
advisory fees are deducted from Capital Advisors Vehicle assets and generally payable quarterly
or semi-annually in advance, depending upon the Capital Advisors Vehicle. The amount of any
investment advisory fee is prorated for periods of less than a full billing cycle at the beginning or
end of our provision of investment advisory services, and any prepaid amount in excess of the
prorated fee will be returned upon termination of our investment advisory services. To the extent
the base upon which we charge advisory fees changes during the course of the relevant period
(e.g., due to an increase/reduction in actively invested capital), we generally are not required to
make any adjustment, true-up or refund. As a result, we have an incentive to time the termination
of the applicable Capital Advisors Vehicle’s commitment period or the disposal of a particular
investment in a manner that increases the aggregate amount of advisory fees we receive. Our
Advisory Services Agreements generally impose some restrictions on a Capital Advisors Vehicle’s
ability to terminate the agreement. The specific restrictions vary depending on the nature of the
Capital Advisors Vehicle.

We establish and negotiate with investors in the applicable Capital Advisors Vehicle the precise
amount of, and the manner and calculation of, the advisory fees. Such Capital Advisors Vehicle’s
Advisory Services Agreement, organizational documents, offering documents and/or other
documentation, which we refer to collectively as, together with any applicable side letters, the
“Governing Documents,” set forth the precise amount of, and the manner and calculation of, the
advisory fees.

Certain investors in a Fund, including, for example, a Fund’s general partner, its affiliates and
certain “friends of the firm” (including any related entity established by any of the foregoing, such
as trusts, charitable programs, endowments or related programs, family investment vehicles and
other estate planning vehicles), pay reduced or no advisory fees at our discretion (though these
investors generally pay their pro rata share of certain Fund expenses).

For certain Capital Advisors Vehicles, the management fee after the end of the investment period
is based on actively invested capital. Portfolio fees (as described below) allocated to a portfolio
company at the time of investment are generally capitalized into the amount of actively invested

capital. Actively invested capital generally includes the value of other capitalized fees, expenses
and costs, including those payable or reimbursable to us or our affiliates. Accordingly, to the
extent that management fees for a Capital Advisors Vehicle are calculated based on actively
invested capital, this would increase the amount of management fees paid to us. Such amounts are
in addition to portfolio fees paid to us and/or our affiliates. We are incentivized to have such
amounts be capitalized into the cost of a transaction, not only to avoid having portfolio companies
pay such amounts out of available operating cash, but also to increase the base on which future
management fees will be calculated.

With respect to certain Capital Advisors Vehicles, the management fee when based on actively
invested capital is subject to reduction for certain dispositions. Pursuant to the Governing
Documents of certain Capital Advisors Vehicles, and as a general matter, dividends a Capital
Advisors Vehicle receives from its portfolio companies are not dispositions and do not reduce
actively invested capital for purposes of calculating the management fee base, except for dividends
in respect of complete liquidations of a Capital Advisors Vehicle’s investment in an applicable
portfolio company. Accordingly, there will generally be no reduction or refund of management
fees, in whole or in part, in connection with distributions or dividends, including those arising from
refinancing, recapitalizations, restructurings or similar transactions.

Please see Item 11 for a description of the side letter agreements we and our Related Advisers (as
defined below) enter into with certain investors in Capital Advisors Vehicles that provide such
investors with customized terms, including with respect to reduced advisory fees.

Please see Item 6 for more information on incentive compensation.

Fund Expenses. In addition to the investment advisory fees described above,

      certain Funds reimburse us or our affiliates for certain organizational expenses, generally
       up to a specified cap, that are incurred in connection with the formation of the Funds and
       the offering of interests in them to potential investors, including

           o fees and expenses of our counsel, including for preparing offering materials and
             preparing and negotiating the Governing Documents and other documents such as
             engagement letters for placement agents and all other documents attendant to a
             Fund’s formation and organization;

           o travel and related expenses incurred in connection with meetings with prospective
             investors regarding possible investments in the Funds;

           o printing, legal, capital raising, accounting, regulatory compliance (including the
             initial notifications, filings and initial and/or ongoing compliance contemplated by
             the European Union’s Directive 2011/61/EU on Alternative Investment Fund
             Managers (the “AIFM Directive”), the Swiss Collective Investment Schemes Act
             dated June 23, 2006 (as amended) (the “CISA”), the Swiss Financial Services Act
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