For purposes of this brochure, “we,” “us” and “our” refer to TPG RE Finance Trust Management,
L.P., together (where the context permits) with any subsidiaries that provide investment advisory
services.
Advisory Clients. As set forth below, our only advisory client is TPG RE Finance Trust, Inc.,
which we refer to, together with its subsidiaries, as “TRTX.” TPG RE Finance Trust, Inc. is a real
estate investment trust (a “REIT”) for U.S. federal income tax purposes whose common stock is
listed on the New York Stock Exchange (or the “NYSE”) under the symbol “TRTX.” TRTX is a
commercial real estate finance company that has, as its principal business activity, the direct
origination, acquisition and asset management of commercial mortgage loans and other
commercial real estate-related debt instruments in North America for its balance sheet. As a public
company, TPG RE Finance Trust, Inc. is a registrant under and files reports pursuant to the
Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”).
Organization. TPG RE Finance Trust Management, L.P. was formed as a Delaware limited
partnership in 2014 and is part of a private investment firm originally founded in 1992, which we
refer to, together with its affiliates including us, as “TPG.” In addition, TPG RE Finance Trust
Management, L.P. is an indirect subsidiary of TPG Inc. (the “Public Company”), whose Class A
common stock is listed on Nasdaq under the symbol “TPG.”
The Public Company qualifies as a “controlled company” within the meaning of Nasdaq’s
corporate governance standards. Each share of the Public Company’s Class A common stock
generally entitles its holder to one vote, and each share of Class B common stock entitles its holder
to ten votes. TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP, Alabama
Investments (Parallel) Founder A, LP and Alabama Investments (Parallel) Founder G, LP
collectively hold a majority of the Public Company’s outstanding voting power by virtue of their
ownership of Class B common stock, which voting power is exercised by the Control Group as
the members of TPG GP A, LLC, the ultimate general partner of these vehicles. The “Control
Group” currently consists of David Bonderman, James Coulter and Jon Winkelried. Additional
information about the Public Company is available in its current public filings with the SEC.
Unless specifically stated otherwise, references in this Brochure to “we,” “us” and “our” do not
include the Public Company. The term “investors” as used herein does not reference stockholders
of the Public Company.
Advisory Services and Related Agreements. We provide investment advisory services pursuant to
the management agreement, which we refer to as the “Management Agreement,” we entered into
with TRTX in connection with its initial public offering (or “IPO”), which closed on July 25, 2017.
We and TRTX amended the Management Agreement on May 2, 2018. We provide investment
advice directly to TRTX, and not individually to TRTX stockholders.
Nature of Advisory Services. In accordance with the Management Agreement, we are responsible
for TRTX’s day-to-day management and will perform (or cause to be performed) such services
and activities relating to TRTX’s investments and business and affairs as may be appropriate,
which may include the following:
• serving as TRTX’s advisor with respect to the establishment and periodic review of its
investment guidelines and financing strategy, any modifications to which will be approved
by a majority of TRTX’s board of directors (which must include a majority of TRTX’s
independent directors);
• identifying, investigating, analyzing and selecting possible investment opportunities and
originating, negotiating, acquiring, consummating, monitoring, financing, retaining,
selling, negotiating for prepayment, restructuring, refinancing, hypothecating, pledging or
otherwise disposing of investments consistent in all material respects with TRTX’s
investment guidelines;
• with respect to prospective purchases, sales, exchanges or other dispositions of
investments, conducting negotiations on TRTX’s behalf with sellers, purchasers and other
counterparties and, if applicable, their respective agents, advisors and representatives;
• negotiating and entering into, on TRTX’s behalf,
o secured credit facilities,
o interest rate or currency swap agreements,
o hedging arrangements,
o financing arrangements (including one or more credit facilities),
o foreign exchange transactions,
o derivative transactions, and
o other agreements and instruments required or appropriate in connection with
TRTX’s activities;
• engaging and supervising, on TRTX’s behalf and at its expense,
o independent contractors,
o advisors,
o consultants,
o attorneys,
o accountants,
o auditors, and
o other service providers (which may include our affiliates) that provide various
services with respect to TRTX, including
investment banking,
securities brokerage,
mortgage brokerage,
credit analysis,
risk management services,
asset management services,
loan servicing,
custodial services,
trustee services,
other financial, legal or accounting services,
due diligence services,
underwriting review services, and
all other services (including transfer agent and registrar services) as may be
required relating to TRTX’s activities or investments (or potential
investments);
• coordinating and managing operations of any joint venture or co-investment interests held
by TRTX and conducting all matters with the joint venture or co-investment partners;
• providing executive and administrative personnel, office space and office services required
in rendering services to TRTX;
• administering the day-to-day operations and performing and supervising the performance
of such other administrative functions necessary to TRTX’s management as we may agree
with TRTX’s board of directors, including the collection of revenues and the payment of
TRTX’s debts and obligations and maintenance of appropriate computer services to
perform such administrative functions;
• communicating on TRTX’s behalf with the holders of any of its equity or debt securities
as required to satisfy the reporting and other requirements of any governmental bodies or
agencies or trading markets and to maintain effective relations with such holders;
• advising TRTX in connection with policy decisions to be made by its board of directors;
• engaging one or more sub-advisors with respect to TRTX’s management, including, where
appropriate, our affiliates;
• evaluating and recommending to TRTX’s board of directors hedging strategies and
engaging in hedging activities on TRTX’s behalf, consistent with its qualification as a
REIT for U.S. federal income tax purposes and with its investment guidelines;
•
advising TRTX regarding the maintenance of its qualification as a REIT for U.S. federal
income tax purposes and monitoring compliance with the various REIT qualification tests
and other rules set out in the Internal Revenue Code of 1986, as amended (which we refer
to as the “Internal Revenue Code”), and the U.S. Treasury Regulations thereunder and
using commercially reasonable efforts to cause TRTX to qualify for taxation as a REIT for
U.S. federal income tax purposes;
• advising TRTX regarding the maintenance of its exemption or exclusion from regulation
as an investment company under the Investment Company Act of 1940, as amended (which
we refer to as the “Investment Company Act”), monitoring compliance with the
requirements for maintaining such exemption or exclusion and using commercially
reasonable efforts to cause TRTX to maintain such exemption or exclusion;
• furnishing reports to TRTX regarding its activities and services we (or our affiliates)
perform for it;
• monitoring the operating performance of TRTX’s investments and providing periodic
reports with respect to it to TRTX’s board of directors, including comparative information
with respect to such operating performance and budgeted or projected operating results;
• investing and reinvesting any TRTX moneys and securities (including investing in short-
term investments pending investment in other investments, payment of fees, costs and
expenses, or payments of dividends or distributions to TRTX stockholders and partners)
and advising TRTX as to its capital structure and capital raising;
• causing TRTX to retain a qualified independent public accounting firm and legal counsel,
as applicable, to assist in maintaining appropriate accounting procedures and systems,
internal controls and other compliance procedures and systems with respect to financial
reporting obligations and compliance with the provisions of the Internal Revenue Code
applicable to REITs and to conduct periodic compliance reviews with respect to this;
• assisting TRTX in qualifying to do business in all applicable jurisdictions and to obtain
and maintain all appropriate licenses;
• assisting TRTX in complying with all regulatory requirements applicable to it in respect of
its business activities, including,
o preparing or causing to be prepared all financial statements required under
applicable regulations and contractual undertakings and all reports and documents,
if any, required under the Exchange Act or the Securities Act of 1933, as amended
or by the NYSE, and facilitating compliance with the Sarbanes-Oxley Act of 2002,
the listing rules of the NYSE and the Dodd-Frank Wall Street Reform and
Consumer Protection Act, and
o in the event that TRTX is a commodity pool under the U.S. Commodities Exchange
Act, as amended (which we refer to as the “Commodities Exchange Act”), acting
as its commodity pool operator for the period and on the terms and conditions set
forth in the Management Agreement, including the authority to make any filings,
submissions or registrations (including for exemptive or “no action” relief) to the
extent required or desirable under the Commodities Exchange Act;
• assisting TRTX in taking all necessary actions to enable it to make required tax filings and
reports, including soliciting stockholders for all information required to the extent provided
by the provisions of the Internal Revenue Code and U.S. Treasury Regulations applicable
to REITs;
• placing, or arranging for the placement of, all orders pursuant to our investment
determinations for TRTX either directly with the issuer or with a broker or dealer
(including any affiliated broker or dealer);
• handling and resolving all claims, disputes or controversies (including all litigation,
arbitration, settlement or other proceedings or negotiations) in which TRTX may be
involved or to which it may be subject arising out of TRTX’s day-to-day activities, subject
to such reasonable limitations or parameters as may be imposed from time to time by
TRTX’s board of directors;
• using commercially reasonable efforts to cause expenses incurred by TRTX or on its behalf
to be commercially reasonable or commercially customary and within any budgeted
parameters or expense guidelines set by TRTX’s board of directors from time to time;
• advising TRTX with respect to and structuring long-term financing vehicles for its
portfolio of assets, and offering and selling securities publicly or privately in connection
with any such structured financing;
• serving as TRTX’s advisor with respect to decisions regarding any of its financings,
hedging activities or borrowings, including
o assisting TRTX in developing criteria for debt and equity financing that is
specifically tailored to its investment objectives and
o advising TRTX with respect to obtaining appropriate financing for its investments
(which, in accordance with applicable law and the terms and conditions of the
Management Agreement and TRTX’s charter and bylaws may include financing by
us (or our affiliates));
• providing TRTX with portfolio management and other related services;
• arranging marketing materials and other related documentation, advertising, industry group
activities (such as conference participations and industry organization memberships) and
other promotional efforts designed to promote TRTX’s business; and
• performing such other services from time to time in connection with the management of
TRTX’s business and affairs and its investment activities as TRTX’s board of directors
shall reasonably request and/or we shall deem appropriate under the particular
circumstances.
Pursuant to the terms of the Management Agreement, we may retain, for and on TRTX’s behalf,
and at its sole cost and expense, such services of persons and firms as we deem necessary or
advisable in connection with TRTX’s management and operations, which may include our
affiliates; provided, that any such services may only be provided by our affiliates to the extent
• such services are on arm’s-length terms and competitive market rates in relation to terms
that are then customary for agreements regarding the provision of such services to
companies that have assets similar in type, quality and value to TRTX’s assets, or
• such services are approved by a majority of TRTX’s independent directors.
We tailor our advisory services to the needs of TRTX, not the individual needs of TRTX’s
investors, and provide investment advice directly to TRTX and not individually to its investors.
Pursuant to the terms of the Management Agreement, we will keep TRTX’s board of directors
reasonably informed on a periodic basis as to any services provided by our affiliates not approved
by a majority of TRTX’s independent directors.
Amount of Client Assets. As of December 31, 2023, we managed on a discretionary basis a total
of approximately $4,214,300,000 of client assets.
