TPG PEP 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 TPEP Funds. Advisory fees paid
by a TPEP Fund are indirectly borne by its investors. Such investment advisory fees are
deducted from TPEP Fund assets and generally payable quarterly in advance, depending upon
the TPEP Fund. 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. Our Advisory Agreements generally impose some restrictions on
a TPEP Fund’s ability to terminate the agreement.

We establish and negotiate with investors in the applicable TPEP Fund the precise amount, and
the manner and calculation, of the advisory fees. Such TPEP Fund’s Advisory 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 the TPEP Funds, including, for example, our 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 TPEP Fund expenses).

Please see Item 11 for a description of the side letter agreements we and our related advisors
enter into with certain investors in TPEP Funds that provide such investors with customized
terms, including with respect to advisory fees.

Please see Item 6 for more information on incentive compensation.

Expenses. In addition to the investment advisory fees described above, each TPEP Fund bears
all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the
conduct of the TPEP Fund’s affairs, or in connection with its management, including, to the
extent provided in the particular TPEP Fund’s Governing Documents,

   •   legal, accounting, bookkeeping, tax compliance, auditing, consulting and other
       professional expenses, including those of valuation firms;

   •   administration fees and other expenses charged by or relating to the services of third-
       party providers of administration services;

   •   fees payable to sub-advisors including through investments in pooled investment
       vehicles;

   •   third-party and out-of-pocket research and market data expenses (including news,
       quotation, statistics and pricing services; software, databases and other technical and
       telecommunications services and equipment used in the investment management and
       order management processes; and consulting fees in connection with investigating and
       monitoring potential and existing investments);

   •   interest and fees (including commitment, structuring and underwriting fees) on margin
       loans, committed loan facilities, total return swaps and other indebtedness;

   •   bank service, custodial and similar fees;

   •   fees and expenses related to the analysis, purchase or sale of securities, whether or not
       the investments are consummated;

   •   expenses related to the purchase, monitoring, sale, settlement, custody or transfer of
       TPEP Fund assets (directly or through trading affiliates);

   •   expenses associated with activist investment activities (including public relations, tender
       offer and proxy solicitation expenses);

   •   third-party and out-of-pocket fees and expenses relating to systems and software used in
       connection with the operation of the TPEP Fund and investment related activities
       (including any accounting, risk management, trading and administrator-like functions
       that we perform in-house);

   •   fees and expenses in connection with any advisory board or committee;

   •   entity-level taxes;

   •   fees and expenses relating to the offer and sale of interests in the TPEP Funds (including
       organizational fees and expenses), filing and legal fees;

   •   costs and expenses incurred in connection with the liquidation, winding up or
       termination of the TPEP Fund;

   •   costs and expenses incurred in connection with any meeting of investors in the TPEP
       Fund relating to the TPEP Fund;

   •   cost of insurance, including general partner liability/director and officer insurance and
       crime/fidelity insurance;

   •   expenses related to the TPEP Fund’s indemnification obligations; and

   •   such other ordinary or extraordinary expenses associated with the operations of the
       TPEP Fund and its investment activities we or the general partners may deem necessary
       or proper to incur.

In addition, the Governing Documents typically provide that the TPEP Funds will bear certain
travel expenses but we have determined that we will bear these expenses instead.

Details regarding these and additional expenses are generally disclosed to investors in each
TPEP Fund’s Governing Documents. For more information on brokerage practices, please see
Item 12 below.

Some expenses are incurred on an aggregate basis for the benefit of multiple TPEP Funds, Other
TPG Funds (as defined below) and/or TPG. We allocate the aggregate costs of these items across
the applicable funds in a manner we determine to be reasonable and fair in our sole discretion.
For example, we at times allocate expenses among multiple TPEP Funds in proportion to the
amount invested by each in the position to which the expense relates. We allocate expenses
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