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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-56717

TPG Private Equity Opportunities, L.P.

(Exact name of registrant as specified in its charter)


Delaware			99-4755034
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
301 Commerce Street, Suite 3300, Fort Worth, TX			76102
(Address of principal executive offices)			(Zip Code)

(817) 871-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of July 29, 2025, the Registrant had the following limited partnership units outstanding: 10,771,852 units of Class R-I, 5,223,879 units of Class R-S, 133,014 units of Class R-D, and 967,776 units of Class F.

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TABLE OF CONTENTS


Part I	Financial Information	2
Item 1.	Financial Statements	2
	Condensed Consolidated Statements of Assets and Liabilities as of June 30, 2025 (Unaudited) and December 31, 2024	2
	Condensed Consolidated Statement of Operations for the Three and Six Months Ended June 30, 2025 (Unaudited)	3
	Condensed Consolidated Statement of Changes in Net Assets for the Six Months Ended June 30, 2025 (Unaudited)	4
	Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2025 (Unaudited)	5
	Condensed Consolidated Schedule of Investments as of June 30, 2025 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	38

Part II	Other Informa tion	39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40
Signatures		41

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TERMS USED IN THIS REPORT

As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to:

•the term “Aggregator” refers to T-POP US Aggregator (CYM), L.P., a Cayman Islands exempted limited partnership, in which the Registrant (as defined below) and other parallel investment entities (“Parallel Investment Entities”) invest;

•the term “Registrant” refers to TPG Private Equity Opportunities, L.P., a Delaware limited partnership, which is generally being offered to U.S. taxable investors, and that invests all or substantially all of its assets in the Aggregator;

•the term “Feeder TE” refers to TPG Private Equity Opportunities (TE), L.P., a Delaware limited partnership, which is generally being offered to non-U.S. investors and U.S. tax-exempt investors, and that invests all or substantially all of its assets indirectly in Class R-I Units (as defined below) of the Registrant;

•the terms “Fund” and “T-POP” refer to the Registrant and its consolidated subsidiaries including the Aggregator;

•the term “General Partner” refers to TPG Private Equity Opportunities GenPar, L.P., a Delaware limited partnership, as the general partner of each Partnership;

•the term “Limited Partners” refers to the limited partners of T-POP, and references to the “applicable Partnership” mean that particular Partnership in which such Limited Partner invests and, unless the context otherwise requires, any subsidiaries thereof;

•the term “Management Company” refers to T-POP Management Company, LLC, a Delaware limited liability company which is responsible for portfolio management for the Fund;

•The term “Transactional NAV” refers to the price at which transactions in the Fund’s Units (as defined below) are made (as the context requires), calculated in accordance with a valuation policy that has been approved by the Registrant’s board of directors (“Board of Directors” or “Board”).

•the terms “TPG” and “Firm” refer collectively to TPG Operating Group I, L.P., TPG Operating Group II, L.P., TPG Operating Group III, L.P. (collectively, “TPG Operating Group”) and Angelo, Gordon & Co., L.P. and their controlled funds, general partners and management companies and any of their affiliates, including TPG Inc.;

•the term “Units” refers to the classes of the Fund’s limited partnership units: Class S (“Class S” or the “Class S Units”), Class D (“Class D” or the “Class D Units”), Class I (“Class I” or the “Class I Units”), Class R-S (“Class R-S” or the “Class R-S Units”), Class R-D (“Class R-D” or the “Class R-D Units”), and Class R-I (“Class R-I” or the “Class R-I Units”) and Class F (“Class F” or the “Class F Units”) (each a “Class”); and

•the term “Investor Units” refers to Class S, Class D, Class I, Class R-S, Class R-D, Class R-I collectively.

The Registrant is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and the Registrant takes advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “1933 Act”).

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the 1933 Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which involve certain known and unknown risks and uncertainties. Forward-looking statements predict or describe the Funds’ future operations, business plans, business and investment strategies and portfolio management and the performance of the Fund’s investments. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “remain,” “project,” “projections,” “plans,” “seeks,” “anticipates,” “will,” “should,” “could,” “may,” “designed to,” “foreseeable future,” “believe,” “scheduled” and similar expressions. The Fund’s actual results or outcomes may differ materially from those anticipated. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Potential investors should not rely on these statements as if they were fact. The Fund assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained in this Quarterly Report on Form 10-Q may include statements as to:

•the Fund’s business prospects and the prospects of the portfolio companies the Fund owns and controls;

•the impact of the acquisitions of investments that the Fund expects to make;

•the Fund’s ability to raise sufficient capital to execute our acquisition strategies;

•the ability of the Management Company to source adequate investment acquisition opportunities to efficiently deploy capital;

•the ability of the Fund’s portfolio companies to achieve their objectives;

•the Fund’s current and expected financing arrangements;

•changes in the general interest rate environment;

•the adequacy of the Fund’s cash resources, financing sources and working capital;

•the timing and amount of cash flows, distributions and dividends, if any, from the Fund’s portfolio companies;

•the Fund’s contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with the Management Company or any of its affiliates;

•the dependence of the Fund’s future success on the general economy and its effect on the industries in which the Fund owns and controls portfolio companies;

•the Fund’s use of financial leverage;

•the ability of the Management Company to identify, acquire and support the Fund’s portfolio companies;

•the ability of the Management Company or its affiliates to attract and retain highly talented professionals;

•the Fund’s ability to structure acquisitions and joint ventures in a tax-efficient manner and the effect of changes to tax legislation and its tax position; and

•the tax status of the enterprises through which the Fund owns and controls portfolio companies.

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Although the Fund believes that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of any projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by the Fund that its plans and objectives will be achieved. These risks and uncertainties include, but are not limited to, those described or identified in the section entitled “Item 1A. Risk Factors” in Amendment No. 1 to the Registrant’s Form 10 Registration Statement filed with the SEC on February 19, 2025 (the “Form 10 Registration Statement”) and the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 13, 2025, as such factors may be updated from time to time in the Registrant’s periodic filings with the SEC, which are accessible on the SEC’s website at https://www.sec.gov.

Moreover, the Fund assumes no duty and does not undertake to update the forward-looking statements, except as required by applicable law.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TPG Private Equity Opportunities, L.P.

Condensed Consolidated Statements of Assets and Liabilities (Unaudited)

(Dollars in Thousands, Except Unit Data)


	June 30, 2025		December 31, 2024
Assets
Investments at Fair Value (Cost $150,279)	$	164,439	$	—
Investments in Affiliated Investee Funds at Fair Value (Cost $11,908)	18,234		—
Derivative Assets at Fair Value	12		—
Cash and Cash Equivalents	156,419		—
Dividends Receivable	672		—

Deferred Offering Costs	308		—
Other Assets	138		—
Due from Affiliate	—		—
Total Assets	$	340,222	$	—

Liabilities
Derivative Liabilities at Fair Value	$	728	$	—
Organizational and Offering Costs Payable	7,001		—
Servicing Fees Payable	2,428		—
Accrued Performance Participation Allocation	1,637		—
Deferred Tax Liability	551		—
Maintenance Fee Payable	28		—

Other Liabilities	859		—
Total Liabilities	13,232		—

Commitments and Contingencies (Note 7)

Net Assets

Limited Partnership Units - Class R-S (unlimited Units authorized, 3,101,731 Units issued and outstanding as of June 30, 2025; unlimited Units authorized, no Units issued and outstanding as of December 31, 2024)	77,559		—
Limited Partnership Units - Class R-I (unlimited Units authorized, 8,581,385 Units issued and outstanding as of June 30, 2025; unlimited Units authorized, no Units issued and outstanding as of December 31, 2024)	221,860		—
Limited Partnership Units - Class F (unlimited Units authorized, 967,776 Units issued and outstanding as of June 30, 2025; unlimited Units authorized, no Units issued and outstanding as of December 31, 2024)	25,139		—
General Partner Interest	—		—
Limited Partner Interest	—		—
Non-Controlling Interests	2,432		—
Total Net Assets	326,990		—
Total Liabilities and Net Assets	$	340,222	$	—

See accompanying notes to Condensed Consolidated Financial Statements.

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TPG Private Equity Opportunities, L.P.

Condensed Consolidated Statement of Operations (Unaudited)

(Dollars in Thousands)


	For the Three and Six Months Ended June 30, 2025

Revenues

Dividend Income	$	672
Interest Income	14
Total revenues	686
Expenses
Organizational Expenses	6,665
Performance Participation Allocation	1,637
Deferred Offering Costs Amortization	28
Maintenance Fees	28

Other Expenses	750
Total expenses	9,108






Net Investment Income (Loss)	(8,422)
Net Change in Unrealized Gain (Loss) on Investments and Derivative Contracts

Net Change in Unrealized Gain (Loss) on Investments	20,486
Net Change in Unrealized Gain (Loss) on Derivative Contracts	(716)

Total Net Change in Unrealized Gain (Loss)	19,770
Provision for Income Taxes	(551)
Net Increase in Net Assets Resulting from Operations	$	10,797

Net Increase in Net Assets Resulting from Operations Attributable to Non-Controlling Interests	$	83

Net Increase in Net Assets Resulting from Operations Attributable to T-POP	$	10,714

See accompanying notes to Condensed Consolidated Financial Statements.

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TPG Private Equity Opportunities, L.P.

Condensed Consolidated Statement of Changes in Net Assets (Unaudited)

(Dollars in Thousands)


	Class R-S Units		Class R-I Units		Class F Units		Non-Controlling Interests		Total Net Assets
Balance at December 31, 2024	$	—	$	—	$	—	$	—	$	—
Proceeds from Units Issued	77,543		214,535		24,194		2,349		318,621
Net Investment Income (Loss)	(2,234)		(5,616)		(515)		(57)		(8,422)
Provision for Income Taxes	(134)		(371)		(42)		(4)		(551)
Net Change in Unrealized Gain (Loss) on Investments	4,986		13,794		1,556		150		20,486
Net Change in Unrealized Gain (Loss) on Derivative Contracts	(174)		(482)		(54)		(6)		(716)

Servicing Fees	(2,428)		—		—		—		(2,428)
Balance at June 30, 2025	$	77,559	$	221,860	$	25,139	$	2,432	$	326,990

See accompanying notes to Condensed Consolidated Financial Statements.

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TPG Private Equity Opportunities, L.P.

Condensed Consolidated Statement of Cash Flows (Unaudited)

(Dollars in Thousands)


	Six Months Ended June 30, 2025
Operating Activities:
Net Increase in Net Assets Resulting from Operations	$	10,797
Adjustments to Reconcile Net Increase in Net Assets From Operations to Net Cash Used in Operating Activities:
Net Change in Unrealized (Gain) / Loss on Investments	(20,486)
Net Change in Unrealized (Gain) / Loss on Derivative Contracts	716
Interest Income Received In-Kind	(14)

Amortization of Deferred Offering Costs	28
Class F Units Issued as Payment of Directors' Fees	194
Purchases of Investments	(62,174)
Cash Flows due to Changes in Operating Assets and Liabilities:
(Increase) in Dividends Receivable	(672)
(Increase) in Deferred Offering Costs	(336)
(Increase) in Other Assets	(138)
Increase in Organizational and Offering Costs Payable	7,001
Increase in Accrued Performance Participation Allocation	1,637
Increase in Deferred Tax Liability	551
Increase in Maintenance Fee Payable	28
Increase in Other Liabilities	859
Net Cash Used in Operating Activities	$	(62,009)

Financing Activities:
Proceeds from Issuance of Units	218,428
Net Cash Provided by Financing Activities	$	218,428

Net Increase in Cash and Cash Equivalents	$	156,419
Cash and Cash Equivalents, Beginning of Period	—
Cash and Cash Equivalents, End of Period	$	156,419

Supplemental Disclosure of Non-Cash Financing Activities:
Servicing Fees Payable	$	2,428
Units Issued in Exchange for Investments	$	99,999

See accompanying notes to Condensed Consolidated Financial Statements.

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TPG Private Equity Opportunities, L.P.

Condensed Consolidated Schedule of Investments (Unaudited)

As of June 30, 2025

(Dollars in Thousands)


Issuer	Asset	Core Sector	Geography(a)	Valuation Level	Fair Value ($)		Fair Value as Percentage of Net Assets (%)
Portfolio Companies
Consumer Services
Other Investments in Portfolio Companies(c)		Consumer	North America	Level III	$	10,367	3.2	%
Total Consumer Services					10,367		3.2	%

Energy Transition
Other Investments in Portfolio Companies(c)		Energy Transition	North America	Level III	14,650		4.5	%
Total Energy Transition					14,650		4.5	%

Financial Services
Creative Planning	1.4% of equity interest in Preferred Class B Shares held through TPG IX Cardiff CI II, L.P.	Business Services	North America	Level III	20,098		6.1	%
Cliffwater	45.43 of Preferred Equity Units held through TPG Growth VI Cortina CI Aggregator, L.P.	Business Services	North America	Level III	20,000		6.1	%
Other Investments in Portfolio Companies(c)		Business Services	North America	Level III	6,126		1.9	%
Total Financial Services					46,224		14.1	%

Health Care Equipment & Services
Surescripts	12,458,117 of Class A-1 Units held through T-POP Starman Investment Holdings I, L.P. and T-POP Starman Investment Holdings II, L.P.	Healthcare	North America	Level III	27,501		8.4	%
Other Investments in Portfolio Companies(c)		Healthcare	Asia	Level III	9,790		3.0	%
Other Investments in Portfolio Companies(c)		Healthcare	North America	Level III	2,457		0.8	%
Total Health Care Equipment & Services					39,748		12.2	%

See accompanying notes to Condensed Consolidated Financial Statements.

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TPG Private Equity Opportunities, L.P.

Condensed Consolidated Schedule of Investments (Unaudited)—Continued

As of June 30, 2025

(Dollars in Thousands)


Issuer	Asset	Core Sector	Geography(a)	Valuation Level	Fair Value ($)		Fair Value as Percentage of Net Assets (%)
Software & Services
Other Investments in Portfolio Companies(c)		Technology	Europe	Level III	$	14,850	4.6	%
Other Investments in Portfolio Companies(c)		Technology	North America	Level III	9,169		2.8	%
Other Investments in Portfolio Companies(c)		Technology	Asia	Level III	1,717		0.5	%
Total Software & Services					25,736		7.9	%

Total Portfolio Companies (Cost $98,601 North America, $12,143 Europe, $11,399 Asia)					136,725		41.9	%

Unaffiliated Investee Funds
Consumer Services
Other Investments in Unaffiliated Investee Funds(c)		Consumer	North America	NAV	12,920		3.9	%
Other Investments in Unaffiliated Investee Funds(c)		Consumer	Asia	NAV	969		0.3	%
Total Consumer Services					13,889		4.2	%

Health Care Equipment & Services
Other Investments in Unaffiliated Investee Funds(c)		Healthcare	Europe	NAV	4,932		1.5	%
Total Health Care Equipment & Services					4,932		1.5	%

Software & Services
Other Investments in Unaffiliated Investee Funds(c)		Technology	North America	NAV	4,713		1.4	%
Total Software & Services					4,713		1.4	%

Total Unaffiliated Investee Funds (Cost $17,971 North America, $5,005 Europe, $1,007 Asia)					23,534		7.1	%

See accompanying notes to Condensed Consolidated Financial Statements.

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TPG Private Equity Opportunities, L.P.

Condensed Consolidated Schedule of Investments (Unaudited)—Continued

As of June 30, 2025

(Dollars in Thousands)


Issuer	Asset	Core Sector	Geography(a)	Valuation Level	Fair Value ($)		Fair Value as Percentage of Net Assets (%)
Debt Investments(b)
Software & Services
Other Investments in Debt(c)		Technology	Asia	Level III	$	4,180	1.3	%
Total Software & Services					4,180		1.3	%

Total Debt Investments (Cost $4,153 Asia)					4,180		1.3	%

Total Investments (Cost $116,572, North America, $17,148 Europe, $16,559 Asia)					164,439		50.3	%



Affiliated Investee Funds
Financial Services
Other Investments in Affiliated Investee Funds(c)		Various	North America	NAV	3,703		1.1	%
Total Financial Services					3,703		1.1	%

GP-Led Secondaries
Other Investments in Affiliated Investee Funds(c)		Various	North America	NAV	14,531		4.5	%
Total GP-Led Secondaries					14,531		4.5	%

Total Affiliated Investee Funds (Cost $11,908 North America)					18,234		5.6	%

Derivative Instruments
Foreign Currency Forward Contracts				Level II	(716)		(0.2)	%




Total Derivative Instruments (Cost $—)					(716)		(0.2)	%

Cash Equivalents
Dreyfus Government Cash Management, 4.21%			North America	Level I	156,415		47.8	%

See accompanying notes to Condensed Consolidated Financial Statements.

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TPG Private Equity Opportunities, L.P.

Condensed Consolidated Schedule of Investments (Unaudited)—Continued

As of June 30, 2025

(Dollars in Thousands)


Issuer	Asset	Core Sector	Geography(a)	Valuation Level	Fair Value ($)		Fair Value as Percentage of Net Assets (%)
Total Cash Equivalents (Cost $156,415 North America)					$	156,415	47.8	%

Total Investments and Cash Equivalents (Cost $284,895 North America, $17,148 Europe, $16,559 Asia)					$	338,372	103.5	%

_______________

a.Europe includes Europe and Middle East; Asia includes Asia and Australia.

b.Debt includes different forms of interests that represent a creditor relationship with an investee, including bank loans.

c.There were no single investments included in this category that exceeded 5% of net assets.

See accompanying notes to Condensed Consolidated Financial Statements.

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TPG Private Equity Opportunities, L.P.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

1. Organization

TPG Private Equity Opportunities, L.P. along with its consolidated subsidiaries (collectively “T-POP” or the “Fund”) is a Delaware limited partnership formed on August 30, 2024 as a private fund exempt from registration under Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”). T-POP’s investment objective is to generate investment returns by providing its Limited Partners with broad exposure to investments across the private equity strategies of TPG Inc. (“TPG”). Structured as a perpetual life investment solution, T-POP accepts fully funded subscriptions monthly and aims to provide limited partners a liquidity option by means of a quarterly redemption program.

T-POP conducts a continuous private offering of its units in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (“1933 Act”), to investors that are both (a) accredited investors (as defined in Regulation D under the 1933 Act) and (b) qualified purchasers (as defined in the 1940 Act and the rules thereunder).

TPG Private Equity Opportunities (TE) L.P. (the “Feeder”), a Delaware limited partnership, invests all or substantially all of its assets in T-POP. The Feeder was established for certain investors with particular tax characteristics, such as tax-exempt investors and certain non-U.S. investors.

Investment operations commenced on June 2, 2025 (the “Commencement Date” or “Initial Closing Date”), when T-POP first sold Units in its continuous private offering and began investing. T-POP’s fiscal year-end is December 31.

TPG Private Equity Opportunities GenPar, L.P., a Delaware limited partnership, serves as T-POP’s general partner (the “General Partner”). Overall responsibility for oversight of T-POP rests with the General Partner, subject to certain oversight rights held by T-POP’s board of directors. The General Partner delegates T-POP’s portfolio management function to T-POP Management Company, LLC (the “Management Company”), a Delaware limited liability company. The Management Company has discretion to make investments on behalf of T-POP and is responsible for initiating, structuring and negotiating T-POP’s investments, as well as actively managing each investment to seek to maximize value. Both the General Partner and Management Company are subsidiaries of TPG.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the “Condensed Consolidated Financial Statements”) of T-POP have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of T-POP’s Condensed Consolidated Financial Statements. T-POP is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946, Financial Services-Investment Companies (“ASC 946”).

Basis of Consolidation

As provided under Regulation S-X and ASC 946, T-POP generally does not consolidate its investment in a company unless T-POP has a controlling financial interest in (a) an investment company or (b) an operating company whose business consists of providing services to T-POP. T-POP consolidates in its Condensed Consolidated Financial Statements the accounts of T-POP US Aggregator (CYM), L.P. (the “Aggregator”) and its subsidiaries in which the Fund has financial controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation.

Non-Controlling Interests

Non-controlling interests consist of ownership interests held by Parallel Investment Entities in the Aggregator that is consolidated, but not 100% owned. The aggregate of the income or loss and corresponding equity that is not owned by the Fund is included in non-controlling interests in the Condensed Consolidated Financial Statements.

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TPG Private Equity Opportunities, L.P.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

Use of Estimates

The preparation of the Condensed Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material to the Condensed Consolidated Financial Statements.

Cash and Cash Equivalents

Cash and Cash Equivalents represent cash held in banks and money market funds, treasury bills and other short‐term highly liquid investments with original maturities of three months or less. Income from money market funds is recorded as Dividend Income and interest income from other Cash and Cash Equivalents is recorded in Interest Income in the Condensed Consolidated Statements of Operations.

Foreign Currency

Assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the reporting date. Transactions denominated in foreign currencies, including purchases and sales of investments, and income and expenses, are translated into U.S. dollar amounts on the date of such transactions and are included in Net Unrealized Gain (Loss) on Investments on the Condensed Consolidated Statement of Operations. The Fund's investments may be denominated in foreign currencies and, thus, are subject to foreign currency exchange rate fluctuations. Investments are translated into U.S. dollar amounts at the reporting date and the adjustment is included in Investments, at Fair Value and Net Change in Unrealized Gain (Loss) on Investments in the Condensed Consolidated Statement of Operations.

Fair Value Measurement

ASC Topic 820, Fair Value Measurement (“ASC 820”) establishes a hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment to which it relates, the investment’s characteristics, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I inputs) and the lowest priority to unobservable inputs (Level III inputs).

Financial instruments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and therefore require a lesser degree of judgment applied in determining their fair value.

The three levels of ASC 820’s fair value hierarchy are as follows:

•Level I - Quoted prices (unadjusted) in active markets for identical financial instruments at the measurement date are used. The type of investments generally included in Level I are publicly listed securities in an active market and investments in money market funds.

•Level II - Pricing inputs are other than quoted prices within Level I that are observable for the financial instrument, either directly or indirectly. Level II pricing inputs include quoted prices for similar financial instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, inputs other than quoted prices that are observable for the instrument, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. The types of financial instruments generally classified in this category include securities with less liquidity traded in active markets, securities traded in other than active markets, corporate bonds and loans, foreign currency forward contracts and government and agency securities.

•Level III - Pricing inputs are unobservable and include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value require significant judgment and estimation. The types of instruments generally included in Level III are privately held debt and equity securities.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

In some cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input (with Level III being the lowest) that is significant to the fair value measurement in its entirety. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the financial instrument. The categorization of an instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the perceived risk of that instrument.

Investments at Fair Value and Investments in Affiliated Investee Funds at Fair Value

T-POP values its investments at fair value in accordance with ASC 820. Fair value is the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. T-POP's investments are valued using valuation methodologies applied on a consistent basis as described below.

Fair Value of Investments or Instruments that are Exchange Traded

Securities that are exchange traded and for which a quoted market exists are valued at the closing price of such securities in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valuation date. When a quoted price in an active market exists, no block discounts or control premiums are permitted regardless of the size of the public security held. In some cases, securities may include legal restrictions limiting their purchase and sale for a period of time, such as may be required under SEC Rule 144. A discount to the publicly traded price may be appropriate in those cases; the amount of the discount, if taken, shall be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale.

Fair Value of Investments or Instruments that are not Exchange Traded

In the absence of observable market prices, investment fair values are determined by applying methodologies on a consistent basis. For some investments little market activity may exist. The determination of fair value is then based on the best information available in the circumstances and may incorporate management’s own assumptions and involve a significant degree of judgment, taking into consideration a combination of internal and external factors, such as portfolio company performance and market and economic conditions. The Fund’s recent purchase transaction value may be a strong indicator of fair value and, as such, the Fund may continue to carry the investment at its transaction value for the first several reporting periods following the purchase of the investment, absent extraordinary factors. When the fair value is determined, it incorporates the latest available data, including values provided by external valuation firms, as well as any cash flow activity related to the investment during the month, updated quarterly financials, where applicable, and market movements. The methodology for determining the fair values of investments in operating companies may include either the income approach, market approach, or both:

•A market approach is a valuation technique that provides an estimation of the fair value of a business based on market prices in actual or anticipated transactions and on asking prices for similar businesses. The valuation process is based on a comparison and correlation between the subject company and other comparable companies, transactions, and/or market data points. Consideration is given to various factors, such as the nature of business and performance of the subject company including its key performance metrics to arrive at an estimation of the fair value of the subject company’s business.

▪The comparable company method is a valuation technique where reliance is placed on valuation multiples of comparable companies. Comparable companies are selected based on criteria such as, but not limited to, comparable industry and similar fundamentals and stage of development. Premiums or discounts may be applied to the comparable company’s multiples, if deemed reasonable, typically to calibrate the multiple to a recent deal price.

▪The comparable transaction method is a valuation technique where reliance is placed on valuation multiples from comparable transactions. Comparable transactions are selected based on criteria such as comparable industries, similar fundamentals, and stage of development, among other considerations.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

•The income approach is a valuation technique that provides an estimation of the fair value of a business based on expectations about the cash flows expected to be derived from the business in the future. The income approach begins with an estimation of the annual cash flows expected to be generated over a discrete projection period, which are then converted to their present value equivalent using a rate of return appropriate for the risk of achieving the projected cash flows. Similarly, a residual value of the business, if any, is estimated beyond the discrete projection period and present valued to the valuation date. The aggregated present value of the estimated cash flows is then added to the present value equivalent of the residual value of the business to arrive at an estimate of fair value.

•Depending on the facts and circumstances associated with the investment, different methodologies may be used including option value, contingent claims or scenario analysis, yield analysis, projected cash flow through maturity or expiration, probability weighted methods or recent rounds of financing.

Fair Value of Fund Investments

Investments in affiliated or unaffiliated investee funds (“Investee Funds”) are generally valued using the reported net asset value (“NAV” or “Net Asset Value”) of the Investee Funds as a practical expedient for fair value. The Fund may, as a practical expedient, estimate the fair value of an Investee Fund based on NAV if the reported NAV of the Investee Fund is calculated in a manner consistent with the measurement principles of ASC 946 as of the reporting entity’s measurement date. T-POP has internal processes to independently evaluate the fair value measurement process utilized by the underlying Investee Fund to calculate the Investee Fund’s NAV, both of which are in accordance with ASC 946. Such internal processes include the evaluation of the Investee Fund’s own process and related internal controls in place to estimate the fair value of its underlying investments that are included in the NAV calculation, performing ongoing operational due diligence, review of the Investee Fund’s financial statements and ongoing monitoring of other relevant qualitative and quantitative factors. If T-POP determines, based on its own due diligence and investment monitoring procedures, that NAV does not represent fair value or if the investee fund is not an investment company, T-POP will estimate the fair value in good faith and in a manner that it reasonably chooses, in accordance with its valuation policies.

Debt and Other Securities

The fair values of certain debt positions are generally determined on the basis of prices between market participants provided by reputable dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments and various relationships between investments. Specifically, for investments in distressed debt and corporate loans and bonds, the Fund generally determines fair value by comparing against similar investments. The Fund reviews and analyzes prices obtained from external pricing sources to evaluate their reliability and accuracy, and at times, exclude vendor prices and broker quotations that the Fund does not believe are representative of fair value. Certain financial instruments may not trade or prices are not readily available, or trade infrequently and, when they are traded, the price may be unobservable and, as a result, multiple external pricing sources may not be available. In such instances, the Fund may use an internal pricing model as either a corroborating or sole data point in determining the price. The Fund generally engages specialized third-party valuation service providers to assess and corroborate the valuation of a selection of the investments on a periodic basis.

Income Taxes

T-POP is treated as a partnership for U.S. federal and state income tax purposes and is not subject to U.S. federal and state income tax. As a pass-through entity, each partner or member therein is responsible for income taxes related to income or loss based on their respective share of an entity’s income and expenses. It is possible that T-POP may be considered a publicly traded partnership and not meet the qualifying income exception in certain years. In such a scenario, T-POP would be treated as a publicly traded partnership taxed as a corporation, rather than a partnership. The investors of T-POP would be treated as shareholders in a corporation, and T-POP itself would become taxable as a corporation for U.S. federal, state and/or local income tax purposes. T-POP would be required to pay income tax at corporate rates on its net taxable income. In addition, T-POP intends to operate, in part, through subsidiaries that may be treated as corporations for U.S. and non-U.S. tax purposes and therefore may be subject to current and deferred U.S. federal, state and/or local income taxes at the subsidiary level.

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TPG Private Equity Opportunities, L.P.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

Deferred Taxes

U.S. GAAP requires the asset and liability method of accounting for income taxes. Under this method, deferred taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Valuation allowances are established when T-POP determines it is more likely than not that some portion or all of the deferred tax asset will not be realized. T-POP assesses all available positive and negative evidence, including the amount and character of future taxable income.

Uncertain Tax Positions

T-POP recognizes uncertain tax positions when it is more likely than not that the position will be sustained by the taxing authorities, based on the technical merits of the positions. The tax positions that meet the more-likely-than-not threshold are recognized based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. T-POP reevaluates its tax positions each period in which new information becomes available. T-POP’s policy is to recognize tax related interest and penalties, if applicable, as a component of the provision for income taxes on the Condensed Consolidated Statements of Operations.

Calculation of Net Asset Value

NAV under U.S. GAAP by unit class is calculated by subtracting total liabilities for each class from the total carrying amount of all assets for that class, which includes the fair value of investments. At the end of each month, any change in T-POP’s NAV (whether an increase or decrease) is allocated among each unit class based on the relative percentage of the previous aggregate NAV for each unit class, adjusted for issuances of units that were effective on the first calendar day of such month and repurchases that were effective on the last calendar day of such month. NAV per unit for each class is calculated by dividing the NAV for that class by the total number of outstanding units of that class on the reporting date. The Management Company is ultimately responsible for T-POP’s NAV calculations.

Revenue Recognition

Dividend income from our portfolio companies is recorded on the ex-dividend date, or, in the absence of a formal declaration of a record date, on the date when cash is received from the relevant portfolio company, but excludes any portion of distributions that are treated as a return of capital. Each distribution received from a portfolio company is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment. Dividend income from money market funds with financial institutions is recorded on an accrual basis to the extent that the Fund expects to collect such amounts.

For the three and six months ended June 30, 2025, dividend income consists of income from money market funds.

Net Realized Gains or Losses and Net Change in Unrealized Gain (Loss) on Investments

Realized gains or losses will be measured as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset. Net change in unrealized gain (loss) reflects the change in investment values during the reporting period, including any reversal of previously recorded unrealized gain or loss when gains or losses are realized. For the three and six month period ended June 30, 2025, T-POP did not recognize any realized gains or losses.

Performance Participation Allocation

The General Partner, or any other entity designated by the General Partner, receives a performance participation allocation (“Performance Participation Allocation”) by T-POP equal to 12.5% of total return subject to a 5% annual hurdle amount and a highwater mark with a 100% catch-up. The Performance Participation Allocation will be measured and distributed on a calendar year basis and accrued monthly (subject to pro-rating for partial periods), and without taking into account accrued and unpaid taxes of any intermediate entity through which T-POP indirectly invests in an investment or taxes paid by any such intermediate entity during the applicable period. The General Partner may elect to receive the Performance Participation Allocation in cash, units and/or shares or units of intermediate entities. If the Performance

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Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

Participation Allocation is paid in T-POP units, such units may be repurchased at the General Partner’s request and will be subject to certain limitations.

Derivative Instruments

T-POP enters into foreign currency forward contracts to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of foreign currency denominated transactions. A foreign currency forward contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. These contracts are marked-to-market by recognizing the difference between the contract forward exchange rate and the forward market exchange rate on the last day of the period as unrealized gains or losses. Unrealized gains and losses are presented net in Net Change in Unrealized Gain (Loss) on Derivative Contracts on the Condensed Consolidated Statement of Operations. When a foreign currency forward contract is closed, through either delivery or offset by entering into another foreign currency forward contract, T-POP recognizes realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was closed. Foreign currency forward contracts involve elements of market risk in excess of the amounts reflected on the Condensed Consolidated Statements of Assets and Liabilities. T-POP’s primary risk related to hedging is the risk of an unfavorable change in the foreign exchange rate underlying the foreign currency forward contract. Further information on derivative instruments can be found within Note 4 “Derivative Instruments”.

Organizational and Offering Expenses

Until the one-year anniversary of the Initial Closing, organization and offering expenses are paid by the Management Company. After T-POP accepted third party investors and commenced investment operations, all costs incurred through June 30, 2025 associated with the organization of T-POP were expensed. Costs associated with the offering of Class S, Class R-S, Class D, Class R-D, Class I, Class R-I and Class F units of T-POP were capitalized as deferred expense and included as an asset on the Statements of Assets and Liabilities and amortized over a twelve-month period from June 2, 2025.

Servicing Fees

Pursuant to the Dealer Manager Agreement (the “Dealer Manager Agreement”) entered into between T-POP, the Feeder TE and TPG Capital BD, LLC (the “Dealer Manager”), T-POP or its affiliates will pay to the Dealer Manager a Servicing Fee (the “Servicing Fees”) in the amount of (a) 0.85% per annum of the aggregate NAV for the Class S Units and Class R-S Units as of the last day of each month and (b) 0.25% per annum of the aggregate NAV for the Class D Units and Class R-D Units as of the last day of each month, in each case, payable monthly. The Dealer Manager anticipates that all or a portion of the Servicing Fees will be retained by, or reallocated (paid) to, participating brokers or other financial intermediaries. T-POP or its affiliates will not pay to the Dealer Manager a Servicing Fee in respect of the purchase of any Class I Units, Class R-I Units and Class F Units. In calculating the Servicing Fee, T-POP will use its NAV before giving effect to any accruals for the Servicing Fee, repurchases for that month, if any, and distributions payable on the T-POP Units.

T-POP accrues the cost of the Servicing Fees, as applicable, for the estimated life of the units as an offering cost at the time we sell Class S Units, Class R-S Units, Class D Units, and Class R-D Units.

Segment Reporting

T-POP was established by TPG to provide eligible investors with access to TPG’s private equity franchise through a single investment. By leveraging the investment capabilities of TPG, T-POP aims to provide investors a pure play private equity alternative that benefits from TPG’s business building capabilities and strategic orientation towards attractive, growing sectors, and thereby serve as a core private equity allocation within its investors’ portfolios.

T-POP operates through a single reportable segment with an investment objective of generating investment returns by providing its Limited Partners with broad exposure to investments across the private equity strategies of TPG. The chief operating decision maker (the “CODM”) is T-POP’s Chief Executive Officer. The CODM assesses the performance of, allocates resources to and makes operating decisions for T-POP primarily based on T-POP’s Net Increase in Net Assets Resulting from Operations. As T-POP is a single segment, there is no difference between segment assets and total consolidated assets as presented on the Condensed Consolidated Statements of Assets and Liabilities and significant

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Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

segment expenses are the same as those listed on the Condensed Consolidated Statement of Operations. As the Fund operates as a single segment, the accounting policies utilized by the segment are consistent with those included in the Consolidated Financial Statements here within.

3. Investments and Fair Value Measurement

The following table summarizes the valuation of the Fund’s investments, derivative assets and derivative liabilities held at fair value by the fair value hierarchy levels as of June 30, 2025:


	June 30, 2025
	Level I		Level II		Level III		NAV		Total
Assets
Cash Equivalents

Money Market Fund	$	156,415	$	—	$	—	$	—	$	156,415

Total Cash Equivalents	$	156,415	$	—	$	—	$	—	$	156,415

Investments
Portfolio Companies	$	—	$	—	$	136,725	$	—	$	136,725
Unaffiliated Investee Funds	—		—		—		23,534		23,534
Debt Investments	—		—		4,180		—		4,180
Affiliated Investee Funds	—		—		—		18,234		18,234
Derivative Assets	—		12		—		—		12
Total Investments	$	—	$	12	$	140,905	$	41,768	$	182,685



Liabilities
Derivative Liabilities	$	—	$	728	$	—	$	—	$	728

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Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

The following table summarizes the quantitative inputs and assumptions used for valuation of investments categorized in Level III of the fair value hierarchy as of June 30, 2025:

Fair Value

Valuation Techniques

Unobservable Inputs

Ranges

Weighted-Average

Impact to Valuation from an Increase in Input

Financial Assets

Investments

Portfolio Companies

61,301

Market Comparables

LTM EBITDA Multiple

17.0 x- 32.5x

26.1x

Increase

FWD EBITDA Multiple

22.0x

Increase

51,605

Last Transaction Price

Operating and Market Performance

14,650

Sum of The Parts

FWD EBITDA Multiple

12.0x - 14.0x

13.5x

Increase

9,169

Discounted Cash Flows

Discount Rate

20%

Decrease

Debt Investments

4,180

Last Transaction Price

Operating and Market Performance

Total Investments

140,905

The following tables present changes in the fair value of investments for which Level III inputs were used to determine the fair value for the three and six months ended June 30, 2025:


	Level III Financial Assets at Fair Value
	Three and Six Months Ended June 30, 2025
	Portfolio Companies		Debt Investments		Total
Balance, Beginning of Period	$	—	$	—	$	—
Purchases	122,143		4,154		126,297
Sales and Proceeds from Investments	—		—		—
Transfer Into Level III	—		—		—
Transfer Out of Level III	—		—		—
Change in Gain (Loss) Included in Net Assets	14,582		26		14,608
Balance, End of Period	$	136,725	$	4,180	$	140,905

Net Change in Unrealized Gain (Loss) on Investments Included in Condensed Consolidated Statement of Operations	$	14,582	$	26	$	14,608

NAV as a Practical Expedient

The following table summarizes investments that estimate fair value using NAV as a practical expedient. This includes information such as investment strategy, or industry, unfunded commitments (if applicable) and the fair value of the respective investment(s). As of June 30, 2025, a majority of these investments may not be redeemed at or within three months of the reporting date and certain investments may not be sold without a general partner’s consent. Certain investments cannot be redeemed and distributions received will be a result of income and/or sales of underlying assets of

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Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

each investment; however, an estimate of the period of time over which the underlying assets are expected to be liquidated for such investments cannot be made.


NAV as a Practical Expedient Investments by Industry	Unfunded Commitment		Fair Value
Financial Services
Other Investment(s) in Affiliated Investee Funds	$	80,000	$	3,703

GP-Led Secondaries
Other Investment(s) in Affiliated Investee Funds	28,092		14,531

Consumer Services
Other Investment(s) in Unaffiliated Investee Funds	7,736		13,889

Health Care Equipment & Services
Other Investment(s) in Unaffiliated Investee Funds	695		4,932

Software & Services
Other Investment(s) in Unaffiliated Investee Funds	—		4,713

For the three and six month periods ended June 30, 2025, total unrealized gains on investments in affiliated investee funds were $6.3 million.

4. Derivative Instruments

In the normal course of business, the Fund may enter into derivative contracts to achieve certain risk management objectives.

The Fund may enter into derivative instruments to hedge against foreign currency exchange rate risk on a portion or all of its non-U.S. dollar denominated investments. These instruments primarily include foreign currency forward contracts. The Fund utilizes forward currency contracts to economically hedge the currency exposure associated with certain foreign-denominated investments. These derivative contracts are not designated as hedging instruments for accounting purposes. The use of foreign currency forward contracts does not eliminate fluctuations in the price of the underlying investments recognized by the Fund.

As a result of the use of derivative contracts, the Fund is exposed to the risk that counterparties will fail to fulfill their contractual obligations. To mitigate such counterparty risk, the Fund enters into contracts with certain major financial institutions, all of which have investment grade ratings. Counterparty credit risk is evaluated in determining the fair value of derivative instruments.

The table below summarizes the aggregate notional amount and fair value of the derivative instruments. The notional amount represents the absolute value amount of the foreign exchange contracts:


	June 30, 2025
	Assets				Liabilities
	Notional		Fair Value		Notional		Fair Value
Derivative Instruments
Foreign Currency Forward Contracts	$	5,310	$	12	$	13,192	$	(728)




			$	12			$	(728)

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Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

The table below summarizes the impact to the Condensed Consolidated Statement of Operations from derivative instruments:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Derivative Instruments


Net Change in Unrealized Gain (Loss)
Foreign Currency Forward Contracts	$	(716)	$	—	$	(716)	$	—

5. Net Assets

In connection with its formation, T-POP has the authority to issue an unlimited number of units of each unit class.

T-POP offers, on a monthly basis, in a continuous private placement, seven classes of limited partnership units: Class S, Class R-S, Class D, Class R-D, Class I, Class R-I and Class F units. Class S/Class R-S and Class D/Class R-D units bear a Servicing Fee in an amount equal to, on an annualized basis, 0.85% and 0.25%, respectively, of the Transactional NAV of each class of units as of the last day of each month. In calculating the Servicing Fee, T-POP uses the Transactional NAV before giving effect to any accruals for the Servicing Fee, repurchases, if any, for that month and distributions payable on T-POP’s units. No Servicing Fee is payable with respect to Class I, Class R-I or Class F units. The purchase price per unit of each class is equal to the Transactional NAV per unit for such class as of the last calendar day of the immediately preceding month. Before T-POP determined its first Transactional NAV, the initial subscription price for units was $25.00 per unit.

Certain financial intermediaries through which a limited partner is placed in T-POP may charge the limited partner upfront selling commissions, placement fees, subscription fees or similar fees (“Subscription Fees”) of up to (a) 3.5% of Transactional NAV on Class S and Class R-S units and (b) 1.5% of Transactional NAV on Class D and Class R-D units sold in the offering. These Subscription Fees are paid by the limited partner outside of its investment in T-POP and not reflected in T-POP’s Transactional NAV.

On August 30, 2024, the General Partner and TPG LP A, Inc., an affiliate of the Management Company (the “Initial Limited Partner”) agreed to contribute one dollar each as T-POP’s initial capital contribution to form the TPG Private Equity Opportunities, L.P. partnership (the “August 2024 Contribution”). On January 14, 2025 and January 28, 2025, T-POP received in cash an aggregate contribution of twenty-five dollars (inclusive of the August 2024 Contribution) from the General Partner in exchange for one Class F Unit of T-POP and nine hundred seventy-five dollars (inclusive of the August 2024 Contribution) from the Initial Limited Partner in exchange for 39 Class F Units of T-POP.

The Transactional NAV for each unit class is calculated monthly by the Management Company. The Transactional NAV is based on the month-end values of investments, the addition of the value of any other assets such as cash, and the deduction of any liabilities, including the accrual and allocation of the Management Fee, the Performance Participation Allocation and the Maintenance Fee and the deduction of expenses attributable to certain unit classes, such as applicable Servicing Fees.

The following table presents transactions in the Units during the three and six months ended June 30, 2025:


	Class R-S Units	Class R-I Units	Class F Units (a)
Units Outstanding as of December 31,2024	—	—	—
Units Issued	—	—	40
Units Outstanding as of March 31, 2025	—	—	40
Units Issued	3,101,731	8,581,385	967,736


Units Outstanding as of June 30, 2025	3,101,731	8,581,385	967,776

_______________

(a)Class F includes 7,776 of issued units to the Board of Directors of T-POP in accordance with their Restricted Unit Award Agreement.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

Redemption Program

T-POP has implemented a redemption program (the “Redemption Program”) in which it offers its limited partners to redeem in each quarter up to 5% of T-POP’s units outstanding (by aggregate Transactional NAV of T-POP (including Transactional NAV attributable to any feeder fund) and any Parallel Investment Entity) as of the last calendar day of the immediately preceding calendar quarter. Redemption offers are expected to commence the second full quarter following the Initial Closing. Such redemptions are subject to T-POP’s limited partnership agreement (“Partnership Agreement”).

Under the Redemption Program, to the extent T-POP offers to redeem Units in any particular quarter, T-POP redeems Units using a purchase price equal to T-POP’s Transactional NAV per Unit as of the last calendar day of the applicable quarter (the “Redemption Date”), subject to the Early Redemption Deduction (as defined below).

Any redemption requests of Units that have been outstanding for fewer than two years will be subject to an early redemption deduction equal to 5% of the value of T-POP’s Transactional NAV of the Units being redeemed (calculated as of the Redemption Date) (the “Early Redemption Deduction”) for the benefit of T-POP and its Unitholders, subject to certain exceptions.

6. Related Party Transactions

Partnership Agreement

The Fund has entered into a limited partnership agreement, as amended and restated with the General Partner. Under the terms of the T-POP’s Partnership Agreement, overall responsibility for T-POP’s oversight rests with the General Partner, subject to certain oversight rights held by the Board of Directors.

Performance Participation Allocation

The General Partner, or any other entity designated by the General Partner, is allocated a Performance Participation Allocation by T-POP equal to 12.5% of total return subject to a 5% annual hurdle amount and a high water mark with 100% catch-up. Such allocation is measured on a calendar year basis, is distributed or allocated annually and accrued monthly (subject to pro-rating for partial periods), and without taking into account accrued and unpaid taxes of any intermediate entity through which T-POP indirectly invests in an investment or taxes paid by any such intermediate entity during the applicable month. The General Partner may elect to receive the Performance Participation Allocation in cash, units and/or shares or units of intermediate entities. If the Performance Participation Allocation is paid in T-POP units, such units may be repurchased at the General Partner’s request and is subject to certain limitations. Limited Partners in T-POP, the Feeder and any Parallel Investment Entities indirectly bear a portion of the Performance Participation Allocation paid by the Aggregator (indirectly through the Aggregator’s consolidated subsidiaries), but such expenses are not duplicated at T-POP, the Feeder or Parallel Investment Entities. For the three and six month periods ended June 30, 2025, T-POP accrued Performance Participation Allocation of $1.6 million as presented on the Condensed Consolidated Statement of Operations.

Management Agreement

The Fund has entered into a management agreement with the Management Company (the “Management Agreement”). The Management Company shall provide portfolio management, risk management and other services to the Fund (and in the General Partner’s discretion, to any subsidiary of the Fund) during the term as the Fund and the Management Company shall reasonably agree.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

Management Fee

In consideration for its investment management services, T-POP pays the Management Company a management fee (the “Management Fee”), in accordance with the Management Agreement, calculated and payable monthly in arrears, equal to, for each calendar month, commencing six calendar months after the Initial Closing, in the aggregate, (i) 1.25% of T-POP’s Transactional NAV per annum of the Class S, Class D and Class I units and (ii) 1.00% of T-POP’s Transactional NAV per annum of the Class R-S, Class R-D and Class R-I units for a 36-month period following the sixth-month anniversary of the Initial Closing, and 1.25% of T-POP’s Transactional NAV per annum of such units thereafter, in each case, before giving effect to any accruals for the Management Fee, the Servicing Fee (as defined below), the Performance Participation Allocation, the Maintenance Fee (as defined below), any repurchases (and pending repurchases), any distributions and without taking into account any accrued and unpaid taxes of any intermediate entity through which T-POP indirectly invests in an investment or taxes paid by any such intermediate entity during the applicable month.

The Management Company may elect to receive the Management Fee in cash, units of T-POP or any Parallel Investment Entities, and/or shares or units of intermediate entities. If the Management Fee is paid in T-POP units, such units may be repurchased at the Management Company’s request and will be subject to certain limitations.

Maintenance Fee

In consideration for its operational services, the Management Company is entitled to receive a maintenance fee (the “Maintenance Fee”) from T-POP (directly or indirectly through an intermediate entity) payable in cash monthly in arrears equal to, in the aggregate, 0.10% of T-POP’s Transactional NAV per annum, before giving effect to any accruals for the Management Fee, the Servicing Fee, the Performance Participation Allocation, the Maintenance Fee, any repurchases (and pending repurchases), any distributions and without taking into account accrued and unpaid taxes of any intermediate entity through which T-POP indirectly invests in an investment or taxes paid by any such intermediate entity during the applicable month.

Dealer Manager Agreement

T-POP entered into a Dealer Manager Agreement with TPG Capital BD, LLC, a broker-dealer registered with the SEC under the Securities Exchange Act of 1934, as amended, and a member of the Financial Industry Regulatory Authority. Pursuant to the Dealer Manager Agreement, the Dealer Manager manages T-POP’s relationships with third-party brokers engaged by the Dealer Manager to participate in the distribution of units, which are referred to as participating brokers, and financial advisors. The Dealer Manager also coordinates T-POP’s marketing and distribution efforts with participating brokers and their registered representatives with respect to communications related to the terms of T-POP’s offering, its investment strategies, material aspects of its operations and subscription procedures.

The Dealer Manager is entitled to receive Servicing Fees monthly in arrears at an annual rate of 0.85% of the value of T-POP’s Transactional NAV attributable to Class S and Class R-S units as of the last day of each month. The Dealer Manager is entitled to receive the Servicing Fees monthly in arrears at an annual rate of 0.25% of the value of T-POP’s Transactional NAV attributable to Class D and Class R-D units as of the last day of each month. There are no Servicing Fees with respect to Class I, Class R-I and Class F units. The Servicing Fees are payable to the Dealer Manager, but the Dealer Manager anticipates that all or a portion of such fees will be retained by, or reallocated (paid) to, participating brokers or other financial intermediaries. See Note 5. “Net Assets” for further details.

T-POP accrues the cost of the servicing fees, as applicable, for the estimated life of the Units as an offering cost at the time Class R-S and Class R-D Units are sold. Accrued servicing fees as of June 30, 2025 were $2.4 million for Class R-S Units. There were no Class R-D Units sold as of June 30, 2025 and as a result zero servicing fees were accrued.

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TPG Private Equity Opportunities, L.P.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

Feeder

TPG Private Equity Opportunities Fund (TE) L.P. (the “Feeder”) is a feeder vehicle for T-POP. The Feeder was established to allow certain investors with particular tax characteristics, such as tax-exempt investors and non-U.S. investors, to participate in T-POP in a more efficient manner. The Feeder is obligated to bear (without duplication) its proportional share of the Management Fee based on its proportional interest in the aggregator entity in which T-POP invests. Investors in the Feeder indirectly bear a portion of the Performance Participation Allocation payable by T-POP, but such expenses are not duplicated at the Feeder level.

Affiliates

The General Partner, Management Company, Dealer Manager, Feeder TE, and Parallel Investment Entities, the Aggregator, and other vehicles sponsored, advised and/or managed by TPG or its affiliates are affiliates of T-POP.

Investment Transfer Agreement

Pursuant to the Transfer Agreement (the “Transfer Agreement”), dated as of June 18, 2025, between various affiliated entities of the General Partner (the “Transferors”), T-POP and the Management Company, T-POP purchased $134.1 million of investments that have been warehoused by the Transferors in connection with T-POP’s formation (the “Warehoused Investments”). Such Warehoused Investments were purchased at historical cost with any unfunded portion of a Warehoused Investment transferred to T-POP at no additional cost. The transaction was approved by T-POP’s independent directors.

Pursuant to the Transfer Agreement, additional purchases of the Warehoused Investments by T-POP may be made from time to time on the same terms and conditions described above. As of June 30, 2025, $214.7 million of Warehoused Investments remain that may be acquired.

7. Commitments and Contingencies

The Management Company has agreed to advance organizational and offering expenses, other than subscription fees and Servicing Fees related to Class S, Class R-S, Class D and Class R-D units, on T-POP’s behalf through the first anniversary of T-POP’s Initial Closing. T-POP will reimburse the Management Company for all such advanced expenses over the 12 months following the anniversary of the Initial Closing. As of June 30, 2025, the Management Company and its affiliates have incurred organizational and offering expenses on T-POP’s behalf in the amount of $7.0 million. This amount will only be borne by T-POP when T-POP first accepts third-party investors and begins investment operations.

The Fund had unfunded commitments of $3.1 million in portfolio companies, $8.4 million in unaffiliated investee funds, and $108.0 million in affiliated investee funds as of June 30, 2025.

T-POP may, from time to time, be party to various legal matters arising in the ordinary course of business, including claims and litigation proceedings. As of June 30, 2025, T-POP was not subject to any material litigation nor was T-POP aware of any material litigation threatened against it.

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TPG Private Equity Opportunities, L.P.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

8. Income Taxes

T-POP is treated as a partnership for income tax purposes and is not subject to income tax. As a pass-through entity, each partner or member therein is responsible for income taxes related to income or loss based on their respective share of an entity’s income and expenses. In addition, T-POP intends to operate, in part, through subsidiaries that may be treated as corporations for U.S. and non-U.S. tax purposes and therefore may be subject to U.S. federal, state and/or local income taxes at the subsidiary level. As of June 30, 2025, T-POP has recognized net deferred tax liabilities of $0.6 million in connection with these subsidiaries.

For the three and six months ended June 30, 2025, the effective tax rate was 4.9%. The Fund’s overall effective tax rate in each of the periods described above deviates from the statutory rate of 0% primarily because U.S. federal, state and local taxes on income from certain subsidiaries that are treated as corporations for U.S. federal, state or local purposes.

As of June 30, 2025, T-POP has not identified any uncertain tax positions that require recognition or disclosure. The Fund files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Fund is subject to examination by U.S. federal, state, local and foreign tax authorities. Although the outcome of tax audits is always uncertain, the Fund does not believe the outcome of any future audit will have a material adverse effect on the Fund’s Condensed Consolidated Financial Statements.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA, among other things, includes an extension of certain expiring provisions of the Tax Cuts and Jobs Act. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Fund will continue to evaluate its future impact as regulations are issued by the U.S. Department of the Treasury.

9. Financial Highlights

The following are the financial highlights of the Fund attributed to each Class of Units:


	For the Six Months Ended June 30, 2025
	Class R-S Units			Class R-I Units			Class F Units
Per Unit Data
Net Asset Value, Beginning of Period	$	—		$	—		$	—
Proceeds from Units Issued	25.00			25.00			25.00
Net Investment Income (Loss)	(0.72)			(0.66)			(0.53)
Provision for Income Taxes	(0.04)			(0.04)			(0.04)
Net Change in Unrealized Gain (Loss) on Investments and Derivative Contracts	1.55			1.55			1.55

Servicing Fees	(0.78)			—			—
Net Asset Value, End of Period	$	25.01		$	25.85		$	25.98
Units Outstanding, End of Period	3,101,731			8,581,385			967,776
Total Return Based on Net Asset Value(a)	0.02		%	3.41		%	3.91		%
Ratios to Weighted-Average Net Assets (Non-Annualized)
Accrued Performance Participation Allocation	(0.78)		%	(0.50)		%	—		%
Total Expenses without Accrued Performance Participation Allocation	(2.60)		%	(2.60)		%	(2.60)		%
Total Expenses(b)	(3.38)		%	(3.10)		%	(2.60)		%
Net Investment Loss	(3.16)		%	(2.88)		%	(2.38)		%

_______________

(a)Total return is calculated as the change in Net Asset Value per Unit during the period, plus distributions per Unit (assuming dividends and distributions are reinvested in accordance with T-POP’s distribution reinvestment plan) divided by the initial Net Asset Value per Unit of $25.00. Total return does not include upfront transaction fees, if any.

(b)Expense ratio includes Organizational Expenses, Accrued Performance Participation Allocation, Maintenance Fees, and Other.

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TPG Private Equity Opportunities, L.P.

Notes to Condensed Consolidated Financial Statements (Unaudited)

(All Dollars are in Thousands, Except Unit and Per Unit Data, Except Where Noted)

10. Subsequent Events

On July 1, 2025, the Fund sold unregistered limited partnership units of the Fund as part of its continuous private offering for aggregate consideration of $116.9 million. The following table details the Units sold:


Class	Number of Units Sold	Aggregate Consideration
Class R-I	2,190,467	$57,638
Class R-D	133,014	$3,500
Class R-S	2,122,148	$55,801

On July 29, 2025, in accordance with the Transfer Agreement, T-POP acquired additional Warehoused Investments for a purchase price of $59.8 million.

The Fund’s management evaluated subsequent events through the date of issuance of these financial statements. There have been no additional subsequent events that occurred that would require disclosure in, or would be required to be recognized in, these financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In this Quarterly Report on Form 10-Q, or this "report," we refer to TPG Private Equity Opportunities, L.P. and its consolidated subsidiaries as "we," "us," the "Fund," "T-POP," or "our," unless we specifically state otherwise or the context indicates otherwise. We refer to our investment adviser, T-POP Management Company, LLC, as the “Management Company” and we refer to the direct parent company of the Management Company, TPG Solutions Advisors, LLC., as "Solutions Advisors."

Overview

TPG Private Equity Opportunities, L.P. (“T-POP”) is a Delaware limited partnership formed on August 30, 2024 as a private fund exempt from registration under Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”). T-POP is an investment fund established by TPG Inc. (“TPG”) with an investment objective to generate investment returns by providing its Limited Partners with broad exposure to investments across the private equity strategies of TPG. Structured as a perpetual-life vehicle, the Fund accepts fully funded subscriptions monthly and aims to provide investors with a liquidity option by means of a quarterly redemption program.

T-POP was established by TPG to provide eligible investors with access to TPG’s private equity franchise through a single investment. T-POP seeks to construct an attractive and diversified portfolio of private equity assets primarily by making direct co-investments in transactions executed by TPG’s private equity strategies and, to a lesser extent, primary fund commitments to such strategies. TPG’s private equity strategies that T-POP may invest in currently include TPG Capital, TPG Healthcare Partners, TPG Asia, TPG Emerging Companies Asia, TPG Growth, TPG Tech Adjacencies, TPG Life Sciences Innovations, The Rise Funds, TPG Rise Climate, TPG GP Solutions, and TPG NewQuest. Percentage allocations across the private equity strategies will vary over time, and the Management Company may determine not to invest in one or more of such strategies in its sole discretion.

By leveraging the investment capabilities of TPG, T-POP aims to provide investors a pure play private equity alternative that benefits from TPG’s business building capabilities and strategic orientation towards attractive, growing sectors, and thereby serve as a core private equity allocation within its investors’ portfolios.

We invest primarily in privately negotiated, equity-oriented investments (“Private Equity Investments”), leveraging the talent and investment capabilities of TPG’s private equity platform (the “PE Platform”) to create an attractive portfolio of alternative investments diversified across geographies and sectors. Our General Partner and our Management Company are affiliates of TPG and are collectively referred to as the “Sponsor.”

Our investment strategy includes investments in (i) Buyout transactions, which are large-scale investments, where TPG typically takes a control position in private companies, including carve-outs of business units from large corporations; (ii) Growth transactions where we acquire control or significant minority investments in growth-oriented private middle-market companies; and (iii) General Partner (GP)-led secondaries where we primarily invest in single asset continuation vehicles, alongside GPs using these investments as a means of holding what we believe to be their best assets for longer, with the GP typically rolling a substantial majority of its economics. T-POP may also pursue primary commitments to, and/or secondary market purchases of existing investments in, certain investment funds managed by TPG and third-party managers, as well as other investments that the General Partner determines are suitable for T-POP in its sole discretion. Over time, TPG expects that T-POP’s investment portfolio will include a broad pool of private equity assets that will be diversified across sector, geography, industry, market capitalization, and transaction type. T-POP will also generally seek to invest up to 20% of its net asset value in debt and other securities, including but not limited to, debt instruments, cash and money market funds, which may be used to provide a potential source of liquidity, generate current income and facilitate capital deployment (collectively, “Debt and Other Securities”, and together with Private Equity Investments, “Investments”). Proceeds generated by the realization of Investments are intended primarily to be redeployed into additional transactions, which is expected to drive significant compounding of asset value over time.

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Recent Developments

Subscriptions

As of June 30, 2025, T-POP has issued Units for total subscriptions in its continuous private offering of $318.6 million. Subsequent to June 30, 2025, T-POP issued Units for an additional $116.9 million in connection with its July 2025 closing bringing inception to date subscriptions in its continuous private offering to $435.5 million.

Investment Transfer Agreement

Pursuant to the Transfer Agreement, dated as of June 18, 2025, between various affiliated entities of the General Partner (the “Transferors”), T-POP and the Management Company, T-POP purchased $134.1 million of investments on a historical cost basis that have been warehoused by the Transferors in connection with T-POP’s formation. Such Warehoused Investments were purchased at historical cost with any unfunded portion of a Warehoused Investment transferred to T-POP at no additional cost. The transaction was approved by T-POP’s independent directors.

Investment Portfolio Composition

For the three and six months ended June 30, 2025, T-POP acquired interests in the following portfolio companies and investee funds:


Company						Description
Aareon						Provider of property management software for the European residential real estate industry
Altimetrik						IT firm offering digital and product engineering services to clients
Classic Collision						U.S. based auto collision repair platform
Cliffwater						Retail-oriented alternatives fund manager
Creative Planning						Independent wealth management / registered investment advisor firm
Earnix (a)						Provider of cloud-based pricing and rating platform for insurance carriers
Five Good Friends						Tech-enabled home care operator delivering care management and care services in Australia
Foodsmart						Telenutrition and food benefits management platform primarily serving Medicaid populations
Heritage Golf Group (a)						Owner and operator of golf and country clubs
Homrich Berg						Independent registered investment advisor firm
Intersect Power						Renewable energy platform focused on large scale projects
Navis Next Generation Fund, L.P.						Private K-12 education group in southeast Asia
One Aged Care						One of the largest private nursing-home owners and operators in Singapore
Schott Poonawalla						Manufacturer of specialty pharmaceutical packaging
Solvias (a)						Provider of analytical development and testing services to the pharmaceutical industry
Surescripts						Healthcare IT network modernizing prescription workflows
Veeam						Data backup & recovery company

_______________

(a) Investments in unaffiliated investee funds are presented on a look-through basis to the underlying portfolio company.

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In addition, during the same period, T-POP acquired a limited partnership interest in TPG GP Solutions, a private investment fund managed by an affiliate of TPG, and committed capital to a limited partnership interest in TPG Growth VI, another private fund managed by an affiliate of TPG. These investments are designed to support strategic initiatives that enhance portfolio diversification.

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The charts below present the diversification of T-POP’s portfolio companies by strategy, sector and geography based on the fair value of our Private Equity Investments as of June 30, 2025. T-POP’s investments into funds managed by TPG are presented on a look-through basis to underlying companies.

_______________

•% of fair value may not add due to rounding.

•% of fair value represents T-POP’s sum of Investments at Fair Value and Affiliated Investee Funds.

•Geography is generally based on the region where each investment is headquartered.

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As of June 30, 2025, T-POP’s top 10 Private Equity Investments, based on fair value, were:

Company

Strategy

Geography

Sector

Aareon

Buyout

Europe

Technology

Classic Collision

Buyout

North America

Consumer

Cliffwater

Growth

North America

Business Services

Creative Planning

Buyout

North America

Business Services

Heritage Golf Group

GP-Led Secondaries

North America

Consumer

Homrich Berg

Growth

North America

Business Services

Intersect Power

Growth

North America

Energy Transition

Schott Poonawalla

Growth

Asia

Healthcare

Surescripts

Buyout

North America

Healthcare

Veeam

Growth

North America

Technology

_______________

•Investments listed in alphabetical order.

•Investments in unaffiliated and affiliated investee funds are presented on a look-through basis to the underlying portfolio company.

Performance Summary

The total returns by each class of Investor Units are as follows:


	June 30, 2025
Unit Class	Inception To Date Total Return



Class R-S Units	5.18	%
Class R-I Units	5.25	%

_______________

•Inception to date return is from June 02, 2025.

•Returns shown reflect the percent change in the Transactional NAV per unit from the beginning of the applicable period, plus the amount of any distribution per unit declared in the period. Returns shown are reflective of each unit class and not of an individual investor. The Fund believes total return is a useful measure of overall investment performance of our Units.

Business Environment

Changes in global economic conditions and regulatory or other governmental policies or actions can materially affect the values of funds managed by TPG, as well as our ability to source attractive investments and deploy the capital that we have raised. However, we believe our disciplined investment philosophy across our diversified investment platforms and our shared investment themes focusing on attractive and resilient sectors of the global economy has historically contributed to the stability of our performance throughout market cycles.

Global markets saw significant volatility in the second quarter of 2025 amid trade policy uncertainty, conflicts in the Middle East and better-than-expected economic data. The quarter began with the announcement of sweeping U.S. tariffs on April 2 which caused sharp selloffs in equities, credit, treasuries and commodities. However, a subsequent delay and softening of trade policies helped markets recover by the quarter-end, with most risk assets ultimately generating positive returns in the period.

Equities were particularly volatile in the quarter, falling over 10% in the span of a few days before rebounding and ending the quarter higher. Gains were driven by a recovery in risk sentiment and solid corporate earnings, with the S&P 500 reporting year-over-year first quarter EPS growth of approximately 13%. The S&P 500, Nasdaq and Dow Jones Industrial Average gained 10.6%, 17.7% and 5.0%, respectively, during the three months ended June 30, 2025. Technology, Communications and Materials sectors posted the strongest performance, gaining 23.5%, 18.2% and 12.6%, respectively. Losses were sharpest in the Energy and Healthcare sectors, which fell (9.4%) and (7.6%), respectively.

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Volatility, as measured by the CBOE Volatility Index, fell to 16.7 as of the end of the quarter versus 22.3 as of the end of the first quarter of 2025 and after touching as high as 60 in early April. Global equity markets performed in-line relative to U.S. equity indices, with the MSCI World Index rising 11.0%.

The impact of trade policies on inflation remains a point of focus. Inflation continued to moderate towards the Federal Reserve’s 2.0% target during the quarter, with the U.S. Consumer Price Index (“CPI”) rising 2.3% year-over-year in April and 2.4% year-over-year in May. Core CPI, which excludes food and energy prices, similarly slowed over the second quarter, coming in at +2.8% and +2.8% year-over-year, respectively, in April and May. The U.S. employment picture remains robust with the economy adding 158,000 payrolls in April, 144,000 in May and 147,000 in June, with the relevant unemployment rate recorded at 4.2%, 4.2% and 4.1%, respectively.

Key Financial Measures

Our key financial and operating measures are discussed below:

Revenues

T-POP generates income primarily from investments in portfolio companies, affiliated or unaffiliated funds, and debt and other securities, which may consist of dividend income and interest income.

Dividend Income. Dividend income may consist primarily of (i) dividend income from portfolio companies and (ii) dividend income from investments in money market funds. Dividend income from our portfolio companies is recorded on the ex-dividend date, or, in the absence of a formal declaration of a record date, on the date when cash is received from the relevant portfolio company, but excludes any portion of distributions that are treated as a return of capital. Each distribution received from a portfolio company is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment. Dividend income from money market funds with financial institutions is recorded on an accrual basis to the extent that the Fund expects to collect such amounts. For the three and six months ended June 30, 2025, dividend income consists of income from money market funds.

Interest Income. Interest Income consists primarily of income from debt and other securities. T-POP invests in debt and other securities to generate income and facilitate capital deployment.

Expenses

Organizational and Offering Expenses. Organizational and offering expenses are costs incurred in connection with the formation of the Fund and the offering of limited partnership units to potential investors. Prior to the anniversary of the Initial Closing, organization and offering expenses are paid by the Management Company. After T-POP accepted third party investors and commenced investment operations, costs associated with the organization of T-POP were expensed. Costs associated with the offering of Class S, Class R-S, Class D, Class R-D, Class R-I and Class F units of T-POP are capitalized as deferred expense and included as an asset on the Statements of Assets and Liabilities and amortized over a twelve-month period from June 2, 2025.

Performance Participation Allocation. Performance participation allocation represents the portion of expense recognized in the period relating to amounts that the General Partner is entitled to receive, contingent upon the achievement of specified performance metrics as further defined in the accompanying Notes to the Condensed Consolidated Financial Statements.

Maintenance Fee. Maintenance fee pertains to the expense recognized in consideration of the Management Company’s operational services rendered for T-POP as further defined in the accompanying Notes to the Condensed Consolidated Financial Statements.

Other Expenses. Other expenses include costs primarily related to fund administration and professional services including legal and audit fees.

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Realized Gain (Loss) and Net Change in Unrealized Gain (Loss) on Investments and Derivative Contracts

Realized gains or losses are measured as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, without regard to unrealized gains or losses previously recognized. Net change in unrealized gains or losses reflects the change in investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses, when gains or losses are realized.

Results of Operations

From inception through June 02, 2025, we had not commenced our principal operations and were focused on our formation and preparation for fundraising and the commencement of investment operations. We commenced principal operations on June 02, 2025.

The results of operations for the three and six month periods ended June 30, 2025 are discussed below:

For the three and six month periods ended June 30, 2025, T-POP’s net increase in net assets resulting from operations of $10.8 million was attributable to $19.8 million in net unrealized gain on investments and derivative contracts, partially offset by $8.4 million in net investment loss.

Revenues

As of June 30, 2025, T-POP recognized dividend income of $0.7 million from investments in money market funds.

Expenses

For the three and six month periods ended June 30, 2025, T-POP incurred $9.1 million in total expenses which consisted of organization expenses of $6.7 million associated with the commencement of operations, performance participation allocation of $1.6 million and other expenses of $0.8 million which primarily related to professional and administration fees.

Net Investment Income (Loss)

For the three and six month periods ended June 30, 2025, T-POP’s net investment loss was $8.4 million which was attributable to $9.1 million of expenses and partially offset by $0.7 million of dividend income from money market funds.

Provision for Income Taxes

For the three and six month periods ended June 30, 2025, T-POP recognized $0.6 million in net deferred tax expense in connection with subsidiaries that may be treated as corporations for U.S. and non-U.S. tax purposes and therefore may be subject to U.S. federal, state and/or local income taxes.

Unrealized Gain (Loss) on Investments and Derivative Contracts

For the three and six month periods ended June 30, 2025, T-POP recognized $19.8 million of unrealized gain on investments and derivative contracts mainly driven by a 12.6% appreciation in the fair value of investments and investments in affiliated investee funds which resulted in a total of $20.5 million of unrealized gain on investments and investments in affiliated investee funds. The unrealized gain on investments and investments in affiliate funds is then offset by $0.7 million of unrealized loss on derivative contracts.

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Financial Condition, Liquidity and Capital Resources

On June 2, 2025, T-POP accepted $318.6 million of total subscriptions from its first monthly close in its continuous private offering. Subsequently, T-POP purchased investments in portfolio companies for $62.2 million and investments in affiliated investee funds for $11.9 million with the remainder of the subscriptions received placed in money market funds. As of June 30, 2025, T-POP had total assets of $340.2 million which primarily consisted of $182.7 million of total investments and investments in affiliated investee funds at fair value and $156.4 million of cash and cash equivalents.

As of June 30, 2025, T-POP had total liabilities of $13.2 million. Total liabilities primarily consists of organizational and offering costs payable of $7.0 million, servicing fees payable of $2.4 million, accrued performance participation allocation of $1.6 million and deferred tax liability of $0.6 million.

Furthermore, T-POP holds foreign currency forward contracts with counterparties to hedge against portfolio positions with each instrument’s primary risk exposure being exchange rates against the U.S. dollar. As of June 30, 2025, T-POP recognized $0.7 million in Net Unrealized Depreciation on Foreign Currency Forward Contracts.

Net Cash Flows

The Fund generates cash primarily from (i) the net proceeds of its continuous private offering, (ii) cash flows from its operations, (iii) any financing arrangements the Fund may enter into in the future and (iv) any future offerings of its equity or debt securities.

The Fund’s primary uses of cash are for (i) Investments, (ii) the cost of operations (including the Management Fee, Maintenance Fee and Performance Participation Allocation), (iii) debt service of any borrowings, (iv) periodic repurchases, including under the Redemption Program (as described herein), and (v) cash distributions (if any) to the holders of its Units to the extent declared by the General Partner.

As of June 30, 2025, T-POP had $156.4 million in cash and cash equivalents. For the six month period ended June 30, 2025, the net cash used in operating activities was $62.0 million, primarily related to the purchase of $62.2 million in investments, and the net cash provided by financing activities was $218.4 million which related to proceeds from issuance in units.

Leverage

The Fund may utilize leverage, incur indebtedness and provide other credit support for any purpose, including to fund all or a portion of the capital necessary for an Investment.

The Fund generally does not intend to incur indebtedness for borrowed money that would cause the Leverage Ratio (as defined below) to be in excess of 30% (the “Leverage Guideline”). Any indebtedness incurred at the investment level will be excluded in the calculation of the Leverage Guideline.

“Leverage Ratio” means, on any date of incurrence of any indebtedness for borrowed money, the quotient obtained by dividing (i) Aggregate Net Leverage (as defined below) by (ii) the aggregate month-end values of the Fund’s Investments, plus the value of any other assets (such as cash on hand), as determined in accordance with the Fund’s Valuation Policy (as defined below).

“Aggregate Net Leverage” means (i) the aggregate amount of recourse indebtedness for borrowed money (e.g., bank debt) of the Fund minus (ii) cash and cash equivalents of the Fund minus, without duplication, (iii) cash used in connection with funding a deposit in advance of the closing of an investment and working capital advances.

For purposes of determining Aggregate Net Leverage, the General Partner shall use the principal amount of borrowings, and not the valuations of the Fund’s borrowings, and may, in its sole discretion, determine which securities and other instruments are deemed to be cash equivalents. The Fund’s assets or any part thereof, including any accounts of the Fund, may be pledged in connection with any credit facilities or indebtedness. For the avoidance of doubt, the Leverage Guideline does not apply to guarantees of indebtedness, ‘bad boy’ guarantees, preferred financing arrangements, margin

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loans or other related liabilities that are not recourse indebtedness for borrowed money and accordingly, our leverage may exceed the Leverage Guideline if these transactions were included.

Transactional Net Asset Value (“Transactional NAV”)

The Fund calculates the transactional net asset value (“Transactional NAV”) for purposes of establishing the price at which transactions in the respective Units are made. A description of the Fund’s valuation process was included under “Calculation of Net Asset Value” within Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Limited Partner Matters of the Fund’s Amendment No. 1 to the Registration Statement on Form 10, filed with the Securities and Exchange Commission on February 19, 2025. Transactional NAV is based on the month-end values of the Fund’s investments and other assets and the deduction of any respective liabilities, including certain fees and expenses, in all cases as determined in accordance with the valuation policy that has been approved by the Fund’s board of directors. Organizational and offering expenses advanced on the Fund’s behalf by its investment manager are recognized as a reduction to Transactional NAV ratably over 60 months beginning in June 2026, and servicing fees, as applicable, are recognized as a reduction to Transactional NAV on a monthly basis as such fees are accrued. Certain contingent tax liabilities may not be recognized as a reduction to Transactional NAV if the Fund’s general partner reasonably expects such liabilities will not be recognized upon divestment of the underlying investment. Transactional NAV per Unit may differ from the Fund’s net asset value as determined in accordance with accounting principles generally accepted in the United States of America.

The following table provides a breakdown of the major components of the Fund’s Transactional Net Asset Value as of June 30, 2025 ($ in thousands):




Components of T-POP’s Transactional Net Asset Value	Consolidated Net Asset Value		Less: Non-Controlling Interests (b)		Registrant
Investments at Fair Value (Cost $150,279)	$	164,439	$	(1,212)	$	163,227
Investments in Affiliated Investee Funds at Fair Value (Cost $11,908)	18,234		(134)		18,100
Cash and Cash Equivalents	156,419		(1,155)		155,264
Other Assets	822		(5)		817
Accrued Performance Participation Allocation	(1,637)		10		(1,627)
Deferred Tax Liabilities	(551)		4		(547)
Other Liabilities	(1,615)		10		(1,605)
Servicing Fees Payable (a)	(58)		—		(58)
Transactional Net Asset Value	$	336,053	$	(2,482)	$	333,571

_______________

(a)Servicing Fees Payable only apply to Class R-S Units. For purposes of T-POP’s Transactional NAV, the fees are recognized as a reduction of T-POP’s Transactional NAV on a monthly basis. For purposes of calculating net asset value in accordance with GAAP, the Fund accrues the cost of the servicing fees, as applicable, for the estimated life of the units as an offering cost at the time the Fund sells Class R-S Units.

(b)Non-Controlling Interests relate to the Parallel Investment Entities’ interest in the Aggregator.

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The following table provides a breakdown of the Fund’s Transactional Net Asset Value per Unit by class as of June 30, 2025:


	June 30, 2025
Class	Transactional NAV per Unit		Number of Units
Class R-S	$	26.29	3,101,731
Class R-I (a)	$	26.31	8,581,385
Class F	$	26.50	967,776
Total			12,650,892

_______________

(a)Transactional NAV per Unit does not take into consideration any class-specific fees, expenses and other net assets and liabilities attributable to the classes at TPG Private Equity Opportunities (TE), L.P.

The following table reconciles GAAP Net Asset Value to the Registrant’s Transactional Net Asset Value:


	June 30, 2025
GAAP Net Asset Value	$	326,990
Adjustments
Organization and Offering Expenses (a)	6,693

Servicing Fees (b)	2,370
Non-Controlling Interests (c)	(2,482)
Transactional Net Asset Value	$	333,571

_______________

(a)Represents an adjustment for the recognition of organizational and offering expenses ratably over the 60‐month reimbursement period beginning June 1, 2026 including the Parallel Investment Entities’ portion.

(b)Represents an adjustment to reflect servicing fees on Class R-S Units as they are accrued on a monthly basis.

(c)Non-Controlling Interests relate to the Parallel Investment Entities’ interest in the Aggregator.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet financings or liabilities other than contractual commitments incurred in the normal course of our business.

Critical Accounting Estimates

The preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) involves significant judgments and assumptions and requires estimates about matters that are inherently uncertain. These judgments affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of income and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. The following is a summary of our significant accounting policies that we believe are the most affected by our judgments, estimates and assumptions.

Fair Value

The Fund’s Investments are valued at fair value in a manner consistent with ASC 820. In general, ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). ASC 820 also sets a framework for measuring fair value and requires the inclusion in financial statements of certain disclosures about fair value measurements.

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Fair Value of Investments or Instruments that are Exchange Traded

Securities that are exchange traded and for which a quoted market exists are valued at the closing price of such securities in the principal market in which the security trades, or in the absence of a principal market, in the most advantageous market on the valuation date. When a quoted price in an active market exists, no block discounts or control premiums are permitted regardless of the size of the public security held. In some cases, securities may include legal restrictions limiting their purchase and sale for a period of time, such as may be required under SEC Rule 144. A discount to a publicly traded price may be appropriate in those cases where a legal restriction is a characteristic of the security. The amount of the discount, if taken, shall be determined based on the time period that must pass before the restricted security becomes unrestricted or otherwise available for sale.

Fair Value of Investments or Instruments that are not Exchange Traded

In the absence of observable market prices, the Fund values its investments using valuation methodologies applied on a consistent basis. For some investments little market activity may exist. The Fund’s determination of fair value is then based on the best information available and may incorporate management’s own assumptions and involve a significant degree of judgment, taking into consideration a combination of internal and external factors. The Fund considers the Fund’s recent purchase transaction value as a strong indicator of fair value and, as such, may continue to carry the investment at its transaction value for the first several reporting periods following the purchase of the investment, absent extraordinary factors. When the Fund determines the fair value, it updates the prior month-end valuation by incorporating latest available data, including values provided by external valuation firms, as well as any cash flow activity related to the investment during the month, updated quarterly financials, where applicable, and market movement.

The Fund’s methodology for determining the fair values of investments in operating companies is a combination of the income approach, market approach, or both. When utilizing the income approach, the Fund generally uses the discounted cash flow method, which relies on the Fund making significant assumptions around projections of future earnings or cash flows, discount rates, capitalization rate, or exit multiple. When utilizing the market approach, the Fund relies upon valuations for comparable public companies, transactions or assets, and thus requires that the Fund uses discretion to identify comparable companies, transactions and assets.

In addition, the Fund may, but is not obligated to, monitor the Fund’s Equity Investments on an ongoing basis for events that the Fund believes may have a material impact on the Fund’s NAV as a whole. Material events may include investment-specific events or broader market-driven events that may impact more than one specific investment. Upon the occurrence of such a material event and provided that the Fund is aware that such event has occurred, the Fund may, but is not obligated to, provide an estimate of the change in value of the Equity Investment, based on the valuation procedures described herein. In general, the Fund expects that any adjustments to fair values will be calculated promptly after a determination that a material change has occurred and the financial effects of such change are quantifiable. However, rapidly changing market conditions or material events may not be immediately reflected in the monthly NAV.

Fair Value of Fund Investments

Investments in affiliated or unaffiliated investee funds (“Investee Funds”) are generally valued using the reported net asset value (“NAV” or “Net Asset Value”) of the Investee Funds as a practical expedient for fair value. The Fund may, as a practical expedient, estimate the fair value of an Investee Fund based on NAV if the reported NAV of the Investee Fund is calculated in a manner consistent with the measurement principles applied to investment companies and T-POP has internal processes to independently evaluate the fair value measurement process utilized by the underlying Investee Fund to calculate the Investee Fund’s NAV, both of which are in accordance with ASC 946. Such internal processes include the evaluation of the Investee Fund’s own process and related internal controls in place to estimate the fair value of its underlying investments that are included in the NAV calculation, performing ongoing operational due diligence, review of the Investee Fund’s financial statements and ongoing monitoring of other relevant qualitative and quantitative factors. If T-POP determines, based on its own due diligence and investment monitoring procedures, that NAV does not represent fair value or if the investee fund is not an investment company, T-POP will estimate the fair value in good faith and in a manner that it reasonably chooses, in accordance with its valuation policies.

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Debt and Other Securities

Valuation Process

The Fund follows established procedures each month in conducting valuations of the Fund’s investments. The rigor of its procedures is intended to ensure consistent application across investments of U.S. GAAP and its valuation policies. There are three key groups of the Fund professionals engaged in the valuation process. For example, the monthly, quarterly, and annual valuation processes are facilitated and managed by the Fund “Valuation Team” with significant participation from the respective investment-specific “Deal Team” and the Fund’s “Global Valuation Committee” and the respective “Subcommittee” (collectively, the “Valuation Committees”). The following describes the responsibilities of the various parties involved in valuation determinations for Equity Investments:

•An investment-specific Deal Team which is charged generally with monitoring the relevant portfolio company,preparing the valuation analysis, making an initial valuation recommendation to the Fund’s Valuation Team and amending the valuation based on the input from the other participants in the valuation process.

•The Fund Valuation Team, together with an external valuation firm, initiates and manages the valuation process by sending standardized valuation templates and/or valuation surveys to deal teams, review each proposed quarterly valuation for completeness and consistency across periods and the Fund’s portfolio, providing feedback and analysis to the investment-specific Deal Team and the Valuation Committees where appropriate, and administer its valuation policy generally.

•The Valuation Committees reviews a majority of proposed Fund valuations, including the valuation methodology underlying each investment, suggest changes when warranted and give the final approval on all Fund valuations. Each subcommittee comprises senior product and TPG leadership. The valuations are aggregated and significant matters are presented for final approval by the Fund’s global valuation committee, which comprises senior employees. The Valuation Committees also establish a valuation policy and help ensure its consistent application together with the valuation team.

The following describes the responsibilities of the various parties involved in valuation determinations for Debt and Other Securities:

•An investment-specific Deal Team which is charged generally with reviewing policy prices in order to determine if such price is consistent with information currently available to them in the marketplace, and providing an override price if applicable.

•The Fund’s Valuation Team collects, reviews, and analyzes external pricing data before providing a “policy price” to the Deal Team. As part of its analysis, the Fund’s Valuation Team establishes reasonable procedures for testing the reliability and accuracy of the external pricing data it receives. If applicable, the Valuation Team determines whether an override is appropriate, and the group has the authority to accept or reject an override.

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•The Valuation Committees oversee the valuation process and reviews and approves any exceptions. Each Sub Committee comprises senior product and TPG leadership. The valuations are aggregated and significant matters are presented for final approval by the Fund’s Global Valuation Committee, which comprises senior employees. The Valuation Committees also establish a valuation policy and help ensure its consistent application together with the Valuation Team.

The Fund also engages independent third parties to review its periodic valuations, as well as advise on valuation policy more generally. When making fair value determinations for assets that do not have a reliable, readily available market price, the Fund engages one or more independent valuation firms to perform certain procedures to assess if its fair value estimates are reasonable as of the relevant measurement date.

Servicing Fees

Pursuant to the Dealer Manager Agreement entered into between T-POP, the Feeder TE and TPG Capital BD, LLC (the “Dealer Manager”), T-POP or its affiliates will pay to the Dealer Manager a Servicing Fee in the amount of (a) 0.85% per annum of the aggregate NAV for the Class S Units and Class R-S Units as of the last day of each month and (b) 0.25% per annum of the aggregate NAV for the Class D Units and Class R-D Units as of the last day of each month, in each case, payable monthly. T-POP or its affiliates will not pay to the Dealer Manager a Servicing Fee in respect of the purchase of any Class I Units, Class R-I Units and Class F Units. In calculating the Servicing Fee, the T-POP will use its NAV before giving effect to any accruals for the Servicing Fee, repurchases for that month, if any, and distributions payable on the T-POP Units.

Under GAAP, T-POP accrues the cost of the Servicing Fees, as applicable, for the estimated life of the Units as an offering cost at the time we sell Class S Units, Class R-S Units, Class D Units, and Class R-D Units. Inherent in the calculation of the estimated amount of Servicing Fees to be paid in future periods are certain significant management judgments and estimates, including the estimated life of the Units at the time of a subscription. Servicing Fees Payable entails uncertainties as the calculation requires management to make assumptions and to apply judgment regarding a number of factors, including market conditions, the selling environment and historical trends. As of June 30, 2025, T-POP has accrued $2.43 million of Servicing Fees Payable to TPG Capital BD, LLC, related to the Class R-S Units sold.

Recent Accounting Pronouncements

There were no accounting pronouncements issued during the three months ended June 30, 2025 that are expected to have a material impact on our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Fund is subject to financial market risks, including changes in interest rates. The Fund plans to invest primarily in Equity Investments. Most of the Fund’s investments do not have a readily available market price, and the Fund values these investments at fair value as determined in good faith pursuant to procedures adopted by, and under the oversight of, the Board in accordance with the Fund’s valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments the Fund makes. See “Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Limited Partner Matters—Calculation of Net Asset Value” in our Form 10 Registration Statement.

Fair Value Risk

T-POP holds investments, all of which are reported at fair value. Determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments made by T-POP. Net changes in the fair value of portfolio companies impact the net increase or decrease in net assets resulting from operations in our condensed consolidated statement of operations. Based on investments held as of June 30, 2025, we estimate that an immediate, hypothetical 10% decline in the fair value of investments would result in a decline in net increase in net assets resulting from operations of $16.8 million, if not offset by other factors.

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Exchange Rate Risk

T-POP holds investments that are denominated in non-U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and non-U.S. dollar currencies. T-POP manages exposure to investments in foreign currencies by hedging such risks. As June 30, 2025, T-POP held foreign currency contracts to hedge a change in exchange rates against the U.S. dollar. We estimate that as of June 30, 2025, a 10% decline in the exchange rates between the U.S. dollar and all other foreign currencies in which certain portfolio companies are denominated would result in a decline in net assets resulting from operations of $1.4 million, if not offset by other factors.

Interest Rate Risk

Changes in credit markets and in particular, interest rates, can impact investment valuations and may have offsetting results depending on the valuation methodology used. For example, we may use a discounted cash flow analysis as one of the methodologies to ascertain the fair value of our portfolio companies that do not have readily observable market prices. If applicable interest rates rise, then the assumed cost of capital for those portfolio companies would be expected to increase under the discounted cash flow analysis, and this effect would negatively impact their valuations if not offset by other factors. Conversely, a fall in interest rates can positively impact valuations of certain portfolio companies if not offset by other factors. These impacts could be substantial depending upon the magnitude of the change in interest rates. Finally, low interest rates related to monetary stimulus and economic stagnation may also negatively impact expected returns on all investments, as the demand for relatively higher return assets increases and supply decreases. Additionally, with respect to our business operations, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase and the value of our fixed income investments to decline. Conversely, general decreases in interest rates over time may cause the interest expense associated with our borrowings to decrease, and the value of our fixed income investments to increase. As of June 30, 2025, T-POP does not have any outstanding borrowings.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Registrant’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a‐15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a‐15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Neither the Registrant, the General Partner nor the Management Company are currently subject to any pending material legal proceedings against the Registrant, the General Partner or the Management Company. From time to time, the Registrant, the General Partner or the Management Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Registrant’s rights under contracts with the Registrant’s portfolio companies. The Registrant may also be subject to regulatory proceedings. See Note 4. “Commitments and Contingencies” in our financial statements included in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Form 10 Registration Statement and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. There have been no material changes from the risk factors previously disclosed. The risks described in our Form 10 Registration Statement and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.


Exhibit No.						Description
3.1						Certificate of Limited Partnership (incorporated by reference to Exhibit 3.2 to TPG Private Equity Opportunities, L.P.’s Registration Statement on Form 10 filed on December 30, 2024).
3.2						Amended and Restated Limited Partnership Agreement, dated as of June 2, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 6, 2025).
4.1						Distribution Reinvestment Plan (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to TPG Private Equity Opportunities, L.P.’s Registration Statement on Form 10 filed on February 19, 2025).
10.1*						Dealer Manager A greement , dated as of May 1, 2025, between TPG Private Equity Opportunities, L.P. and TPG Private Equity Opportunities (TE), L.P., and TPG Capital BD, LL C .
10.2						Management Agreement, dated as of June 2, 2025 (incorporated by reference to Exhibit 10 .1 to the Company’s Current Report on Form 8-K, filed on June 6, 2025).
31.1*						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*						Certification of Chief Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*						Certification of Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

___________________

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused his report to be signed on its behalf by the undersigned thereunto duly authorized.


	TPG Private Equity Opportunities, L.P.

August 7, 2025	By:	/s/ Jack Weingart
		Name: Jack Weingart
		Title: Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Matt White
		Name: Matt White
		Title: Chief Financial Officer (Principal Financial and Accounting Officer)

Document

Exhibit 10.1

DEALER MANAGER AGREEMENT

May 1, 2025

TPG Capital BD, LLC

345 Park Avenue

New York, NY 10154

This Dealer Manager Agreement (this “Agreement”) is entered into by and between TPG Private Equity Opportunities, L.P. (the “Fund”) and TPG Private Equity Opportunities (TE), L.P. (the “Feeder”), each a Delaware limited partnership (the Fund and the Feeder, collectively, the “Partnership”), and TPG Capital BD, LLC (the “Dealer Manager”).

The Partnership is conducting a private placement offering (the “Offering”) in accordance with Rule 506(b) of Regulation D and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), of the Partnership’s limited partnership units (the “Units”), which may consist of Class S Units, Class D Units, Class I Units, Class R-S Units, Class R-D Units, Class R-I Units, Class F Units and/or any other Units described in the Memorandum (defined below) (each a “Class”).

Under the terms of the Offering, as set forth in the Confidential Private Placement Memorandum of the Partnership (including any supplements and amendments thereto, all financial statements, appendices and all other documents which are part thereof, the “Memorandum”), Units will be issued and sold at the offering prices per Unit set forth in the Memorandum. In connection with the Offering, the minimum initial subscription amount by any one person shall be as set forth in the Memorandum (except as otherwise accepted by the Dealer Manager pursuant to its discretion to accept lesser amounts).

The Partnership is offering seven Classes of Units through this Agreement: Class S Units, Class D Units, Class I Units, Class R-S Units, Class R-D Units, Class R-I Units and Class F Units. For the avoidance of doubt, any reference to Class S Units, Class D Units, Class I Units, Class R-S Units, Class R-D Units, Class R-I Units and/or Class F Units shall include each of the Fund’s Class S Units, Class D Units, Class I Units, Class R-S Units, Class R-D Units, Class R-I Units and/or Class F Units and the Feeder’s Class STE Units, Class DTE Units, Class ITE Units, Class R-STE Units, Class R-DTE Units, Class R-ITE Units and/or Class FTE Units. The differences between the classes of Units and the eligibility requirements for each Class are described in detail in the Memorandum. The Units are to be offered and sold as described in the Memorandum. Except as otherwise agreed by the Partnership and the Dealer Manager, Units are to be sold through the Dealer Manager, as the dealer manager, and the broker-dealers and other financial intermediaries (each a “Dealer” and collectively, the “Dealers”) with whom the Dealer Manager has entered into or will enter into a selected dealer agreement related to the distribution of Units substantially in the form attached to this Agreement as Exhibit A or such other form as approved by the Partnership (each a “Selected Dealer Agreement”), at a purchase price equal to the Partnership’s net asset value (“NAV”) per unit as of the last calendar day of the immediately preceding month applicable to the Class of Units being purchased (as calculated in accordance with the procedures described in the Memorandum). For unitholders who have not “opted out” of

the Partnership’s distribution reinvestment plan (the “DRIP”), the cash distributions attributable to the Class of Units that each unitholder owns will be automatically reinvested in additional Units of the same Class. The DRIP Units are to be issued to unitholders of the Partnership at a purchase price equal to the most recent available NAV per Unit for such Units at the time the distribution is payable.

Terms not defined herein shall have the same meaning as in the Memorandum. Now, therefore, the Partnership hereby agrees with the Dealer Manager as follows:

1. Representations and Warranties of the Partnership: The Partnership represents and warrants to the Dealer Manager and each Dealer participating in an Offering, with respect to such Offering, as applicable, that:

a. It is not necessary in connection with the offer, sale and delivery of the Units to investors in the manner contemplated by this Agreement to register the Units under the Securities Act. The Partnership is conducting this offering of Units as a private placement and will not take any action that (i) causes the offering of the Units to lose any exemption from registration with the SEC provided by Section 4(a)(2) of the Securities Act and/or any regulations promulgated thereunder or (ii) causes the offering of Units to lose its exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act.

b. The Partnership has been duly and validly organized and formed as a limited partnership under the laws of the state of Delaware, with the power and authority to conduct its business as described in the Memorandum, and to offer and sell the Units as contemplated by the Memorandum and this Agreement. The Partnership is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, of the Partnership, or the earnings, business affairs or business prospects of the Partnership.

c. The Memorandum, as of its date, does not and will not contain any untrue statements of material facts or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing provision of this Section 1.c. will not extend to any statements contained in or omitted from the Memorandum that are primarily within the knowledge of the Dealer Manager or any of the Dealers and are based upon information furnished by the Dealer Manager in writing to the Partnership specifically for inclusion therein.

d. The Partnership intends to use the funds received from the sale of the Units as set forth in the Memorandum.

e. No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental authority or agency, national securities exchange or futures association is required in connection with the execution or delivery

by the Partnership of this Agreement or the issuance and sale by the Partnership of the Units, except such filings as may be required under the Securities Act or Financial Industry Regulatory Authority, Inc. (“FINRA”) or applicable state securities laws, which have been or will be timely filed.

f. Unless otherwise described in the Memorandum, there are no actions, suits or proceedings pending or to the knowledge of the Partnership, threatened against the Partnership at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which will have a material adverse effect on the ability of the Partnership to conduct its business as described in the Memorandum.

g. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Partnership will not conflict with or constitute a default under any partnership agreement, by-law, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Partnership, in each case, that would reasonably be expected to have a material adverse effect on the ability of the Partnership to conduct its business as described in the Memorandum, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 5 of this Agreement may be limited under applicable laws.

h. The Partnership has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 5 of this Agreement may be limited under applicable laws.

i. At the time of the issuance of the Units, the Units will have been duly authorized and, when issued and sold as contemplated by the Memorandum and Partnership Agreement, each as may be amended and supplemented, and upon payment therefor as provided by the Memorandum and this Agreement, will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Memorandum.

j. The Partnership has filed all material federal, state and foreign income tax returns, which have been required to be filed, on or before the due date (taking into account all extensions of time to file) and has paid or provided for the payment of all taxes indicated by said returns and all assessments received by the Partnership to the extent that such taxes or assessments have become due, except where the Partnership is contesting such assessments in good faith and except for such taxes and assessments of immaterial amounts, the failure of which to pay would not have a material adverse effect on the condition, financial or otherwise, of the Partnership, or the earnings, business affairs or business prospects of the Partnership.

k. The financial statements of the Partnership included or incorporated by reference in the Memorandum present fairly in all material respects the financial position of the Partnership as of the date indicated and the results of its operations for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis (except as may be expressly stated in the related notes thereto).

l. The Partnership is not required to register as an “investment company,” as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder, in reliance upon an exemption under Section 3(c)(7) of the 1940 Act, and it will exercise reasonable diligence to ensure that it does not lose such exemption or otherwise become required to register as an “investment company” within the meaning of the 1940 Act.

m. T-POP Management Company, LLC (the “Management Company”) will use commercially reasonable efforts to ensure that any information regarding the Management Company, the General Partner or the Partnership (including information in the Offering Materials (as defined below)) that would be an “advertisement” of the Management Company, and that is furnished to the Dealer Manager or any Dealer and required or permitted under this Agreement to be distributed to the Dealer Manager, a Dealer or Dealer’s customer in connection with the offering of Units, including, without limitation, the Memorandum and the Authorized Sales Materials (as defined below), is, and at the time such material is provided to Dealer Manager or a Dealer, in compliance with the requirements applicable to “advertisements” under Rule 206(4)-1 under the Investment Advisers Act of 1940, as amended from time to time (the “Advisers Act”) (as such term is defined in the Marketing Rule (defined below)). The Partnership acknowledges that the Dealer Manager is not responsible for ensuring that any materials received from the Management Company or the Partnership that would be deemed an “advertisement” of the Management Company under Rule 206(4)-1 under the Advisers Act (the “Marketing Rule”) (including the Offering Materials) comply with the Marketing Rule provided the Dealer Manager has not altered such materials.

n. Any and all printed sales literature or other materials which have been approved in advance in writing by the Management Company and the Partnership for use in the Offering (“Authorized Sales Materials”) (the Memorandum and the Authorized Sales Materials, as the same may be amended or supplemented, are referred to herein collectively as the “Offering Materials”) prepared by the Partnership and any of its affiliates (excluding the Dealer Manager) specifically for use with potential investors in connection with the Offering, when used in conjunction with the Memorandum, did not at the time provided for use, and, as to later provided materials, will not at the time provided for use, include any untrue statement of a material fact nor did they at the time provided for use, or, as to later provided materials, will they, omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made and when read in conjunction with the Memorandum, not misleading. If at any time any event occurs which is known to the

Partnership as a result of which such Authorized Sales Materials when used in conjunction with the Memorandum would include an untrue statement of a material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, the Partnership will notify the Dealer Manager thereof. Notwithstanding anything to the contrary herein: (i) the description in the Offering Materials of the substantive provisions of the Partnership’s governing document(s) is a summary thereof, does not purport to be complete, and is qualified in its entirety by, and is subject to, the terms and provisions of the Partnership’s governing document(s); and (ii) any forecasted financial, market or industry information contained in the Offering Materials will be based upon reasonable estimates by TPG Private Equity Opportunities GenPar, L.P., as the general partner of the Partnership (the “General Partner”).

2. Covenants of the Partnership. The Partnership covenants and agrees with the Dealer Manager that:

a. It will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Memorandum, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. It will similarly furnish to the Dealer Manager and others designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request: (i) this Agreement and (ii) any other Authorized Sales Materials (provided that the use of said Authorized Sales Materials has been first approved for use by all appropriate regulatory agencies, if applicable).

b. It will furnish such proper information and execute and file such documents as may be necessary for the Partnership to qualify the Units for offer and sale under the securities laws of such jurisdictions as the Dealer Manager may reasonably designate and will file and make in each year such statements and reports as may be required, it being understood that the Partnership will not be required to register the Offering under the Securities Act. The Partnership will furnish to the Dealer Manager upon request a copy of such papers filed by the Partnership in connection with any such qualification.

c. If during the Offering any event occurs as a result of which, in the opinion of either the Partnership or the Dealer Manager, the Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in view of the circumstances under which they were made, not misleading, the Partnership will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemental Memorandum which will correct such statement or omission.

d. The Partnership agrees to promptly notify the Dealer Manager in the event that any of the representations and warranties set forth herein becomes materially

inaccurate, or in the event that any covenant or condition on their part to be performed or satisfied has been breached or not satisfied in any material respect.

3. Obligations and Compensation of Dealer Manager.

a. The Partnership hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling the Units as set forth in the Memorandum through Dealers, all of whom shall be (i) members of FINRA and shall be duly registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under the laws of each state and/or, to the extent required, the equivalent thereof in any other jurisdiction or (ii) duly registered under the laws of any applicable non-U.S. jurisdiction, to the extent required, to conduct the activity contemplated hereunder. The Dealer Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Units on said terms and conditions set forth in the Memorandum with respect to the Offering and any additional terms or conditions specified in Schedule 1 to this Agreement, as it may be amended from time to time. The Dealer Manager represents to the Partnership that it is duly registered as a broker-dealer pursuant to the Exchange Act, and in all applicable U.S. states, and is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. Further, if the foregoing representation ceases to be correct at any time during the Dealer Manager’s engagement hereunder, the Dealer Manager shall notify the Management Company and the Partnership. With respect to the Dealer Manager’s participation in the distribution of the Units in the Offering, the Dealer Manager agrees to comply in all material respects with the applicable requirements of the Memorandum, the Securities Act, the rules and regulations promulgated thereunder, the Exchange Act, and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Units, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect. For the avoidance of doubt, the Dealer Manager will not take any action that: (i) constitutes a public offering of or for the Units within the meaning of Section 4(a)(2) of the Securities Act or general solicitation of prospective investors in the Partnership within the meaning of Regulation D promulgated thereunder; (ii) causes the offering of the Units to lose any exemption from registration with the Securities and Exchange Commission (the “SEC”) provided by Section 4(a)(2) of the Securities Act; or (iii) causes the Partnership to lose its exemption under Section 3(c)(7) of the 1940 Act.

b. Promptly after the date of this Agreement, the Dealer Manager and the Dealers shall commence the offering of the Units in the Offering in jurisdictions in which the Units are registered or qualified for sale or in which such offering is otherwise permitted. The Dealer Manager and the Dealers will immediately suspend or terminate offering of the Units upon request of the Partnership at any time and will resume offering the Units upon subsequent request of the Partnership.

c. Except as may be provided in the Memorandum, which may be amended, restated or supplemented from time to time, the Partnership or its affiliates will pay to the Dealer Manager a unitholder servicing fee with respect to sales of Class S Units, Class R-S Units, Class D Units and Class R-D Units (the “Servicing Fee”) and the Dealer Manager may permit Dealers to charge upfront selling commissions, placement fees, subscription fees or similar fees (“Subscription Fees”), all as described in Schedule 1 to this Agreement. The Partnership or its affiliates will pay the Servicing Fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallocate all or a portion of the Servicing Fee to any Dealers who sold the Class S Units, Class R-S Units, Class D Units and Class R-D Units giving rise to a portion of such Servicing Fee to the extent the Selected Dealer Agreement with such Dealer provides for such a reallocation and such Dealer is in compliance with the terms of such Selected Dealer Agreement related to such reallocation. Notwithstanding the foregoing, subject to the terms of the Memorandum, at such time as the Dealer who sold the Class S Units, Class R-S Units, Class D Units and Class R-D Units giving rise to a portion of the Servicing Fee is no longer the broker-dealer of record with respect to such Class S or Class D Units or the Dealer no longer satisfies any or all of the conditions in its Selected Dealer Agreement for the receipt of the Servicing Fee, then Dealer’s entitlement to the Servicing Fees related to such Class S and/or Class D Units, as applicable, shall cease in, and Dealer shall not receive the Servicing Fee for, that month or any portion thereof (i.e., Servicing Fees are payable with respect to an entire month without any proration). Broker-dealer transfers will be made effective as of the start of the first business day of a month.

Thereafter, such Servicing Fees may be reallocated to the then-current broker-dealer of record of the Class S Units, Class R-S Units, Class D Units and Class R-D Units, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Selected Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallocation and the Servicing Dealer is in compliance with the terms of such agreement related to such reallocation. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer is not entitled to any Servicing Fee with respect to Class I Units, Class R-I Units or Class F Units. The Dealer Manager may also reallocate some or all of the Servicing Fee to other broker-dealers who provide services with respect to the Units (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallocation and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallocation, in accordance with the terms of such Servicing Agreement.

d. The terms of any reallocation of the Servicing Fee shall be set forth in the Selected Dealer Agreement or Servicing Agreement entered into with the Dealers or Servicing Dealers, as applicable. The Partnership will not be liable or responsible to any Dealer or Servicing Dealer for direct payment of commissions, or any reallocation of the

Servicing Fee to such Dealer or Servicing Dealer, it being the sole and exclusive responsibility of the Dealer Manager for the reallocation of the Servicing Fee to Dealers and Servicing Dealers. Notwithstanding the foregoing, at the discretion of the Partnership, the Partnership or its affiliates may act as agent of the Dealer Manager by making direct payment of Servicing Fees to Dealers on behalf of the Dealer Manager without incurring any liability. Further, the Partnership and the Dealer Manager are not responsible for any Subscription Fee charged by Dealers, the terms of which shall be set forth in the applicable Selected Dealer Agreement.

e. In addition to the other items of underwriting compensation set forth in this Section 3, the Partnership and/or the Management Company, or its affiliates, shall reimburse the Dealer Manager for all items of underwriting compensation, to the extent the Memorandum indicates that they will be paid by the Partnership or the Management Company, as applicable.

f. The Dealer Manager represents and warrants to the Partnership and its affiliates that the information in the Memorandum and all other information furnished to the Partnership by the Dealer Manager in writing expressly for use in the Memorandum, or any amendment or supplement thereto, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

g. The Dealer Manager and all Dealers will offer and sell the Units at the prices per Unit as determined in accordance with the Memorandum.

h. Dealer Manager agrees to promptly notify the Partnership, General Partner and the Management Company in the event that any of the representations and warranties set forth herein becomes materially inaccurate, or in the event that any covenant or condition on their part to be performed or satisfied has been breached or not satisfied in any material respect.

i. The Dealer Manager may delegate the performance of any obligation under this Agreement to the General Partner, its affiliate or an authorized agent of the Dealer Manager; for the avoidance of doubt, delegation of the performance of any obligation hereunder shall not relieve the Dealer Manager of any obligation under this Agreement.

4. Dealer Manager Representations, Warranties and Covenants Regarding Rule 206(4)-1 under the Investment Advisers Act of 1940.

a. The Dealer Manager represents and warrants to the Partnership that it will not engage or retain, or assign or delegate its rights or obligations hereunder to, any Dealer to assist the Dealer Manager in the offer, sale, marketing or promotion of Units without the prior written approval of the General Partner. Any approved Dealer shall be required to enter into an agreement with the Dealer Manager, which the Dealer Manager shall use commercially reasonable efforts to cause to include representations, warranties

and covenants sufficient for the Management Company to be able to demonstrate its reasonable belief that, in connection with the services or activities performed by the Dealer under such Selected Dealer Agreement, the Dealer will use its best efforts to ensure that each “endorsement” or “testimonial” (as defined in the Marketing Rule) complies with the requirements of the Marketing Rule. The Dealer Manager will use commercially reasonable efforts to cooperate with the Management Company’s requests for information required for purposes of compliance with the Marketing Rule.

b. Dealer Manager agrees to promptly notify the Partnership, General Partner and the Management Company in the event that any of the representations and warranties set forth in a Selected Dealer Agreement becomes materially inaccurate, or in the event that any covenant or condition on Dealer’s part to be performed or satisfied has been breached or not satisfied in any material respect.

5. Indemnification.

a. To the extent permitted by the Partnership’s governing documents, and subject to the limitations below, including Section 5.g., the Partnership agrees to indemnify, defend and hold harmless the Dealers and the Dealer Manager, their officers, directors, employees and each person, if any, who controls such Dealer or Dealer Manager within the meaning of Section 15 of the Securities Act (the “Indemnified Persons”) from and against any and all losses, claims, damages or liabilities (“Losses”), to which such Indemnified Persons may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon (i) any material violation of this Agreement by the Partnership and (ii) any untrue statement of a material fact contained in the Offering Materials or omission to state in the Offering Materials a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, however, the Partnership will not be liable in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or omission made in the Offering Materials in reliance upon and in conformity with written information furnished (x) to the Partnership by the Dealer Manager or (y) to the Partnership or the Dealer Manager by or on behalf of any Dealer specifically for use in the Offering Materials. The Partnership will reimburse the Dealer Manager and each Indemnified Person of the Dealer Manager for any legal or other expenses reasonably incurred by the Dealer Manager or such Indemnified Person in connection with investigating or defending such Loss.

Notwithstanding the foregoing provisions of this Section 5.a., the Partnership will not be liable for the portion of any Loss in any such case if it is determined that such Dealer or the Dealer Manager was at fault in connection with such portion of the Loss.

Expenses (including attorneys’ fees) incurred by an Indemnified Person in connection with investigating, preparing, pursuing or defending any civil or criminal action, suit, inquiry or proceeding arising out of or in connection with this Agreement, may be paid by the Partnership in advance of the final disposition of such action, suit,

inquiry or proceeding pursuant to a written agreement which provides, inter alia, that if such Indemnified Person is advanced such expenses and it is finally determined by a court of competent jurisdiction or in a final arbitration proceeding that such Indemnified Person was not entitled to indemnification with respect to such action, suit, inquiry or proceeding or if such Indemnified Person admitted guilt in a settlement of such action, suit, inquiry or proceeding, then such Indemnified Person shall reimburse the Partnership for such advances.

The foregoing indemnity agreement of this Section 5.a. is subject to the further condition that, insofar as it relates to any untrue statement or omission made in the Memorandum (or amendment or supplement thereto) that was eliminated or remedied in any subsequent amendment or supplement thereto, such indemnity agreement shall not inure to the benefit of an Indemnified Person from whom the person asserting any Losses purchased the Units that are the subject thereof, if a copy of the Memorandum as so amended or supplemented was not sent or given to such person at or prior to the time the subscription of such person was accepted by the Partnership, but only if a copy of the Memorandum as so amended or supplemented had been supplied to the Dealer Manager or the Dealer prior to such acceptance.

b. The Dealer Manager agrees to indemnify, defend and hold harmless the Partnership, its officers, directors, employees and each person, if any, who controls the Partnership within the meaning of Section 15 of the Securities Act (the “Partnership Indemnified Persons”), from and against any and all Losses, to which any of the Partnership Indemnified Persons may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon (i) any material violation of this Agreement by the Dealer Manager; (ii) any untrue statement of a material fact contained in the Offering Materials or omission to state in the Offering Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that clause applies, to the extent, but only to the extent, that such untrue statement or omission in the Offering Materials was made in reliance upon and in conformity with written information furnished to the Partnership by or on behalf of the Dealer Manager specifically for use with reference to the Dealer Manager in the preparation of the Offering Materials; (iii) any use of sales literature not authorized or approved by the Partnership or any use of “broker-dealer use only” materials by the Dealer Manager in the offer and sale of the Units or any use of sales literature in a particular jurisdiction if such material bears a legend denoting that it is not to be used in connection with the sale of Units in such jurisdiction; (iv) any untrue statement made by the Dealer Manager or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Units; (v) any failure to comply with applicable laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the USA PATRIOT Act of 2001 (the “USA Patriot Act”); or (vi) any other failure to comply with applicable rules of FINRA or federal or state securities laws

and the rules and regulations promulgated thereunder. The Dealer Manager will reimburse the aforesaid parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending such Loss, expense or action. This indemnity agreement will be in addition to any liability that the Dealer Manager may otherwise have.

c. Dealer Manager shall use commercially reasonable efforts to ensure that each Dealer severally will indemnify, defend and hold harmless the Partnership, the Dealer Manager, each of their officers, directors, employees and each person, if any, who controls the Partnership or the Dealer Manager within the meaning of Section 15 of the Securities Act (the “Dealer Indemnified Persons”) from and against any and all Losses, to which a Dealer Indemnified Person may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon (i) any material violation by the Dealer of this Agreement or the Selected Dealer Agreement entered into between the Dealer Manager and the Dealer; (ii) any untrue statement of a material fact contained in the Offering Materials or omission to state in the Offering Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that clause applies, to the extent, but only to the extent, that such untrue statement or omission in the Offering Materials was made in reliance upon and in conformity with written information furnished to the Partnership or the Dealer Manager by or on behalf of the Dealer specifically for use with reference to the Dealer in the preparation of the Offering Materials; (iii) any use of sales literature not authorized or approved by the Partnership or any use of “broker-dealer use only” materials by the Dealer in the offer and sale of the Units or any use of sales literature in a particular jurisdiction if such material bears a legend denoting that it is not to be used in connection with the sale of Units in such jurisdiction; (iv) any untrue statement made by the Dealer or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Units; (v) any failure or alleged failure to comply with all applicable laws, including, without limitation, laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the USA Patriot Act; or (vi) any other failure or alleged failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and regulations promulgated thereunder. Each such Dealer will reimburse each Dealer Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss, expense or action. This indemnity agreement will be in addition to any liability that such Dealer may otherwise have.

d. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5, notify in writing the indemnifying party of the commencement thereof. The failure of an indemnified party to so notify the indemnifying party will relieve the indemnifying party

from any liability under this Section 5 as to the particular item for which indemnification is then being sought, but not from any other liability that it may have to any indemnified party. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject to Section 5.e.) incurred by such indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party. Any indemnified party shall not be bound to perform or refrain from performing any act pursuant to the terms of any settlement of any claim or action effected without the consent of such indemnified party.

e. The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one indemnified party. If such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall only be obliged to reimburse the expenses and fees of the one law firm that has been selected by a majority of the indemnified parties against which such action is finally brought; and in the event a majority of such indemnified parties are unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

f. The indemnity agreements contained in this Section 5 shall remain operative and in full force and effect regardless of (x) any investigation made by or on behalf of any Dealer, or any person controlling any Dealer, or by or on behalf of the Partnership, the Dealer Manager or any officer or director thereof, or by or on behalf of any person controlling the Partnership or the Dealer Manager, (y) delivery of any Units and payment therefor, or (z) any termination of this Agreement. A successor of any Dealer or of any of the parties to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreements contained in this Section 5.

g. For the avoidance of doubt, at the sole discretion of the Dealer Manager and solely upon written request from a third party intermediary engaged by the Dealer

Manager, the Dealer Manager may agree on behalf of itself and the Partnership, if applicable, to provide the benefits of the indemnity agreements contained in this Section 5 and the representations and warranties set forth in Section 1 herein to certain third party intermediaries, which such agreement shall be evidenced in writing (“Written Confirmation”) and shall be in full force and effect upon such third party intermediary’s receipt of the Written Confirmation.

6. Survival of Provisions.

a. The respective agreements, representations and warranties of the Partnership and the Dealer Manager set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Dealer Manager or any Dealer or any person controlling the Dealer Manager or any Dealer or by or on behalf of the Partnership or any person controlling the Partnership, or (ii) the acceptance of any payment for the Units.

b. The respective agreements of the Partnership and the Dealer Manager set forth in Sections 3.c. through 3.e. and Sections 5 through 14 of this Agreement shall remain operative and in full force and effect regardless of any termination of this Agreement.

7. Applicable Law. This Agreement was executed and delivered in, and its validity, interpretation and construction shall be governed by, the laws of the State of Delaware; provided, however, that causes of action for violations of federal or state securities laws shall not be governed by this Section 7. Venue for any action brought hereunder shall lie exclusively in the State of Delaware.

8. Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract, but all counterparts, when taken together, shall constitute one and the same Agreement.

9. Successors and Amendment.

a. This Agreement shall inure to the benefit of and be binding upon the Dealer Manager and the Partnership and their respective successors. Nothing in this Agreement is intended or shall be construed to give to any other person any right, remedy or claim, except as otherwise specifically provided herein. This Agreement shall inure to the benefit of the Dealers to the extent set forth in Sections 1, 4 and 5 hereof, or as otherwise expressly set forth herein.

b. This Agreement may be amended by the written agreement of the Dealer Manager and the Partnership.

c. Schedule 1 may be amended from time to time with the written consent of the Partnership and the Dealer Manager.

10. Term and Termination. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereof. Upon expiration or termination of this Agreement, (a) the Partnership shall pay to the Dealer Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Dealer Manager is or becomes entitled under Section 3 pursuant to the requirements of Section 3 at such times as such amounts become payable pursuant to the terms of Section 3, offset by any losses suffered by the Partnership or any officer or director of the Partnership arising from the Dealer Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Dealer Manager under Section 5.b. herein, and (b) the Dealer Manager shall promptly deliver to the Partnership all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Dealer Manager. Dealer Manager shall use its commercially reasonable efforts to cooperate with the Partnership to accomplish an orderly transfer of management of the Offering to a party designated by the Partnership.

11. Confirmation. The Partnership hereby agrees and assumes the duty to confirm on its behalf and on behalf of Dealers who sell the Units all orders for purchase of Units accepted by the Partnership. Such confirmations will comply with the rules of the SEC and FINRA, and will comply with applicable laws of such other jurisdictions to the extent the Partnership is advised of such laws in writing by the Dealer Manager.

12. Memorandum and Authorized Sales Materials. Dealer Manager agrees that it is not authorized or permitted to give and will not give, any information or make any representation concerning the Units except as set forth in the Offering Materials. The Dealer Manager further agrees (a) not to deliver any Authorized Sales Materials to any investor or prospective investor, to any broker-dealer that has not entered into a Selected Dealer Agreement or Servicing Agreement, or to any representatives or other associated persons of such a broker-dealer, unless it is accompanied or preceded by the Memorandum as amended and supplemented, (b) not to show or give to any investor or prospective investor or reproduce any material or writing that is supplied to it by the Partnership and marked “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Units and (c) not to show or give to any investor or prospective investor in a particular jurisdiction (and will similarly require Dealers pursuant to the Selected Dealer Agreement) any material or writing that is supplied to it by the Partnership if such material bears a legend denoting that it is not to be used in connection with the sale of Units in such jurisdiction. Dealer Manager, in its agreements with Dealers, will include requirements and obligations of the Dealers similar to those imposed upon the Dealer Manager pursuant to this section.

13. Suitability of Investors. The Dealer Manager, in its agreements with Dealers, will require that the Dealers offer Units only to persons who meet the financial qualifications set forth in the Memorandum or in any suitability letter or memorandum sent to it by the Partnership and will only make offers to persons in the jurisdictions in which it is advised in writing that the Units are qualified for sale or that such qualification is not required. In offering Units, the Dealer Manager, in its agreements with Dealers, will require that the Dealer comply with the provisions

of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Regulation Best Interest”), Regulation D under the Securities Act and Section 3(c)(7) of the 1940 Act. The Dealer Manager, in its agreements with Dealers, will require that the Dealers shall sell Class S Units, Class D Units, Class I Units, Class R-S Units, Class R-D Units, Class R-I Units, Class F Units and/or any other Units described in the Memorandum only to those persons who are eligible to purchase such Units as described in the Memorandum and only through those Dealers who are authorized to sell such Units. The Dealer Manager, in its agreements with the Dealers, shall require the Dealers to maintain a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Units.

14. Submission of Orders. The Dealer Manager will require in its agreements with each Dealer that each Dealer comply with the submission of orders procedures set forth in the Memorandum and in the form of Selected Dealer Agreement attached as Exhibit A to this Agreement. If the Dealer Manager receives a completed and executed subscription agreement (a “Subscription Agreement”) or check or wire transfer (“instrument of payment”) not conforming to the instructions set forth in the form of Selected Dealer Agreement, the Dealer Manager shall return such Subscription Agreement and instrument of payment directly to such subscriber no later than the end of the next business day following its receipt. Instruments of payment of rejected subscribers will be promptly returned to such subscribers.

15. Notice. Notices and other writings contemplated by this Agreement shall be delivered via (a) hand, (b) first class registered or certified mail, postage prepaid, return receipt requested, (c) a nationally recognized overnight courier or (d) electronic mail. All such notices shall be addressed, as follows:

If to the Dealer Manager: TPG Capital BD, LLC

Attn: Legal Department

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

Email: OfficeofGeneralCounsel@tpg.com

With a copy to:

TPG Private Equity Opportunities, L.P.

TPG Private Equity Opportunities (TE), L.P.

Attn: Legal Department

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

Email: OfficeofGeneralCounsel@tpg.com

If to the Partnership: TPG Private Equity Opportunities, L.P.

TPG Private Equity Opportunities (TE), L.P.

Attn: Legal Department

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

Email: OfficeofGeneralCounsel@tpg.com

With a copy to:

TPG Capital BD, LLC

Attn: Legal Department

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

Email: OfficeofGeneralCounsel@tpg.com

If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us as of the date first above written.

Very truly yours,

TPG PRIVATE EQUITY OPPORTUNITIES, L.P.

By: TPG Private Equity Opportunities GenPar, L.P., as its General Partner

By: /s/ Martin Davidson

Name: Martin Davidson

Title: Chief Accounting Officer

TPG PRIVATE EQUITY OPPORTUNITIES (TE), L.P.

By: TPG Private Equity Opportunities GenPar, L.P., as its General Partner

By: /s/ Martin Davidson

Name: Martin Davidson

Title: Chief Accounting Officer

Accepted and agreed to as of
the date first above written:

TPG CAPITAL BD, LLC

By: /s/ Martin Davidson

Name: Martin Davidson

Title: Authorized Signatory

[Signature Page to T-POP Dealer Manager Agreement]

Schedule 1

Compensation

I. Servicing Fees

The Partnership or its affiliates will pay to the Dealer Manager a Servicing Fee in the amount of (a) 0.85% per annum of the aggregate NAV for the Class S Units and Class R-S Units as of the last day of each month and (b) 0.25% per annum of the aggregate NAV for the Class D Units and Class R-D Units as of the last day of each month, in each case, payable monthly. The Partnership or its affiliates will not pay to the Dealer Manager a Servicing Fee in respect of the purchase of any Class I Units, Class R-I Units and Class F Units. In calculating the Servicing Fee, the Partnership will use its NAV before giving effect to any accruals for the Servicing Fee, repurchases for that month, if any, and distributions payable on the Units.

II. Subscription Fees

The Dealer Manager is authorized to enter into arrangements that allow the Dealers to charge Subscription Fees, on purchases and sales of Units, to the extent the Memorandum discloses that such fees may be charged for the relevant Class of Units. Any Subscription Fee, including upfront placement fees or selling commissions, charged by Dealers in connection with its sale of Units will be charged in a manner consistent with the Memorandum and applicable law and FINRA rules. Purchases and sales of such Units may only be executed as purchases or repurchases between the customer and the Partnership and Dealers shall not execute trades of Units between customers. For the avoidance of doubt, subscription funds may be transmitted to the Partnership net of any Subscription Fees.

EXHIBIT A

FORM OF SELECTED DEALER AGREEMENT

SELECTED DEALER AGREEMENT

TPG Capital BD, LLC (the “Dealer Manager”), as the dealer manager for each of TPG Private Equity Opportunities, L.P. (the “Fund”) and TPG Private Equity Opportunities (TE), L.P. (the “Feeder”), each a Delaware limited partnership (the Fund and the Feeder, collectively, the “Partnership”), invites you (the “Dealer”) to participate in the offer and sale of limited partnership units of the Partnership (“Units”) to certain of the Dealer’s qualified customers (“Customers”) subject to the following terms:

1. Dealer Manager Agreement

The Dealer Manager has entered into a Dealer Manager Agreement with the Partnership dated May 1, 2025 (the “Dealer Manager Agreement”). Except as otherwise specifically stated herein, all terms used in this Selected Dealer Agreement (this “Agreement”) have the meanings provided in the Dealer Manager Agreement.

As described in the Dealer Manager Agreement, the Partnership is conducting an ongoing private placement offering (the “Offering”) in accordance with Rule 506(b) of Regulation D or Regulation S under the Securities Act under the Securities Act of 1933, as amended (the “Securities Act”), which may consist of Class S Units, Class D Units, Class I Units, Class R-S Units, Class R-D Units, Class R-I Units and/or any other Units described in the Memorandum (as defined below). For the avoidance of doubt, any reference to Class S Units, Class D Units, Class I Units, Class R-S Units, Class R-D Units and/or Class R-I Units shall include each of the Fund’s Class S Units, Class D Units, Class I Units, Class R-S Units, Class R-D Units and/or Class R-I Units and the Feeder’s Class STE Units, Class DTE Units, Class ITE Units, Class R-STE Units, Class R-DTE Units and/or Class R-ITE Units, unless otherwise indicated herein. The differences between the classes of Units and the eligibility requirements for each class of Units are described in detail in the Memorandum (as defined herein). The Units are to be offered and sold as described in the Memorandum.

Under the terms of the Offering, as set forth in the Confidential Private Placement Memorandum of the Partnership (including any supplements and amendments thereto, all financial statements, appendices, and all other documents which are a part thereof) (the “Memorandum”), the Units will be offered and sold at the offering prices per Unit set forth in the Memorandum. In connection with the Offering, the minimum initial subscription amount by any one person shall be as set forth in the Memorandum (except as otherwise accepted by the General Partner pursuant to its discretion to accept lesser amounts).

By your acceptance of this Agreement, you will become one of the Dealers referred to in the Dealer Manager Agreement between the Partnership and the Dealer Manager and will be entitled and subject to the indemnification provisions contained in the Dealer Manager Agreement, including the provisions of Section 5 of the Dealer Manager Agreement, wherein you agree to indemnify, defend and hold harmless the Partnership, the Dealer Manager and each officer and director thereof, and each person, if any, who controls the Partnership or the Dealer Manager within the meaning of the Securities Act. The Dealer hereby agrees to use its best efforts to sell the Units for cash on the terms and conditions stated in the Memorandum. Nothing in this Agreement shall be deemed or construed to make the Dealer an employee, agent, representative or partner of the Dealer Manager, the Partnership or any of their respective affiliates, and the Dealer is not authorized to act for the Dealer Manager, the Partnership or any of their respective affiliates, or to make any representations on their behalf except as set forth in the Memorandum and in the Authorized Sales Materials (as defined below).

The Dealer acknowledges and agrees that none of the Dealer Manager, the Partnership or any of their respective affiliates are: (a) providing any advice or recommendations to any persons who purchase and/or hold Units through the Dealer pursuant to this Agreement (“Investor”); (b) providing any custody services to any person, including any customers or clients of the Dealer; and/or (c) acting as broker of record for any persons who purchase and/or hold Units through the Dealer pursuant to this Agreement.

2. Submission of Orders

(a) Each person desiring to purchase Units in the Offering will be required to complete and execute a subscription agreement for an investment in Units (“Subscription Agreement”) and to deliver to the Dealer such completed and executed Subscription Agreement together with a check or wire transfer (“Instruments of Payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Memorandum.

(b) Customers who purchase Units will be instructed by the Dealer to make their Instruments of Payment payable to or for the benefit of “TPG Private Equity Opportunities, L.P.” or “TPG Private Equity Opportunities (TE), L.P.,” as applicable.

(c) Subscription Agreements received during each month by 4 p.m. ET at least five (5) business days prior to the first calendar day of the next month will be transmitted to the Partnership or its agent as set forth in the Subscription Agreement or as otherwise directed by the Partnership at least five (5) business days prior to the first calendar day of the next month, and the Dealer shall use commercially reasonable efforts to deliver Instruments of Payment with respect to such transmitted Subscription Agreements at least two (2) business days prior to the first calendar day of the next month, but no later than one (1) business day prior to the first calendar day of the next month, as set forth in the Subscription Agreement or as otherwise directed by the Partnership. Subscription Agreements received from subscribers during the five (5) business day period prior to the first calendar day of a month will be transmitted by 4 p.m. ET at least five (5) business days prior to the first calendar day of the month after the next month (the “Following Month”), and Dealer shall use commercially reasonable efforts to deliver Instruments of Payment with respect to such transmitted Subscription Agreements at least two (2) business days prior to the first calendar day of the Following Month. Purchase orders which include (i) Instruments of Payment received by the Partnership at least two (2) business days prior to the first calendar day of the month and (ii) a completed and executed Subscription Agreement in good order received by the Partnership or its transfer agent by 4 p.m. ET at least five (5) business days prior to the first calendar day of the month (unless waived by the Dealer Manager) will be executed as of the first day of such month at a purchase price equal to the Partnership’s net asset value (“NAV”) per Unit as of the last calendar day of the immediately preceding month applicable to the class of Units being purchased (as calculated in accordance with the procedures described in the Memorandum).

(d) Any redemption requests must be made in accordance with the applicable procedures described in the Memorandum, the Partnership’s Unit Redemption Program (as defined in the Memorandum), the Subscription Agreement, and applicable law, rules and regulations. The parties acknowledge and agree that a redemption request is not received in “good order” unless the redemption request and all required documentation is complete and received by the Partnership’s transfer agent by the

applicable redemption request deadline described in the Memorandum, the Partnership Agreement, the Subscription Agreement or otherwise specified by the Partnership in writing.

(e) If the Dealer receives a Subscription Agreement or instrument of payment not conforming to the foregoing instructions, the Dealer shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Subscription Agreements and Instruments of Payment received by the Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the methods described in this Section 2. Transmittal of received investor funds will be made in accordance with the procedures set forth in Section 2(c).

(f) Subscription funds may be transmitted to the Partnership net of any upfront selling commissions, placement fees, subscription fees or similar fees, as applicable (the “Subscription Fees”), subject to the terms and conditions set forth in Schedule I attached hereto.

3. Pricing

Except as otherwise provided in the Memorandum, which may be amended or supplemented from time to time, the offering price of Units shall be equal to the Partnership’s NAV per Unit for such Class as of the last calendar day of the immediately preceding month (as calculated in accordance with the procedures described in the Memorandum). Except as otherwise provided in the Memorandum, for unitholders who participate in the Partnership’s distribution reinvestment plan (“DRIP”), the cash distributions attributable to the class of Units that each unitholder owns will be automatically re-invested in additional Units of the same class. Any Units issued pursuant to the DRIP (the “DRIP Units”) will be issued and sold to unitholders of the Partnership at a purchase price equal to the most recent available NAV per Unit for such Units at the time the distribution is payable and will be subject to the payment of unitholder servicing fees on such DRIP Units, as applicable to the relevant class of Units. Except as otherwise indicated in the Memorandum or in any letter or memorandum sent to the Dealer by the Partnership or the Dealer Manager, a minimum initial subscription amount by each unitholder in the Partnership of $10,000 and $5,000 for subsequent subscriptions is required unless such minimums are waived by the Dealer Manager. The Units are nonassessable.

4. Dealer Compensation

Except as may be provided in the Memorandum, which may be amended or supplemented from time to time, as compensation for completed sales and ongoing unitholder services rendered by Dealer hereunder, Dealer is entitled, on the terms and subject to the conditions herein, to the compensation set forth on Schedule I hereto.

5. Representations, Warranties and Covenants of the Dealer

(a) In addition to the representations and warranties found elsewhere in this Agreement, the Dealer represents, warrants, covenants and agrees that:

(i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Dealer is organized.

(ii) It is empowered under applicable laws and by the Dealer’s organizational documents to enter into this Agreement and perform all activities and services of the Dealer contemplated herein and there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Dealer’s ability to perform under this Agreement.

(iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Units, will not constitute a breach of, or default under, any agreement or instrument by which the Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it.

(iv) All requisite actions have been taken to authorize the Dealer to enter into and perform this Agreement.

(v) It shall notify the Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Units offered hereunder against Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Dealer, within the meaning of Section 15 of the Securities Act.

(vi) It has developed and will continue to maintain policies and procedures reasonably designed to ensure material compliance with all laws applicable to the Dealer’s obligations under this Agreement.

(vii) As of the date hereof and at any time during the term of this Agreement, any written information about the Dealer that is furnished by the Dealer for inclusion in the Offering Materials (as defined below) does not and will not contain any untrue statement of material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.

(viii) Subject to the Dealer’s compliance with the terms herein (including, but not limited to, Section 5(a)(xii)(D), Section 9(e) and any jurisdictional-specific restrictions set forth in Schedule III), the Dealer is hereby authorized to offer and sell Units in the jurisdictions set forth on Schedule III attached hereto. Except for those jurisdictions listed on Schedule III hereto, the Dealer will not offer, sell or distribute Units, or otherwise make any such Units available, in any jurisdiction outside of the United States or United States territories unless the Dealer receives prior written consent from the Dealer Manager.

(ix) It acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of the Dealer.

(x) It is a broker-dealer registered with the Financial Regulatory Authority (“FINRA”) and subject to FINRA Rule 2030 (the “Rule”). The Dealer represents that it has policies and procedures to ensure compliance with the Rule and is currently in compliance with the Rule. The Dealer further represents that neither it nor any of its Covered Associates (as defined below) has made, directly or indirectly, any contributions that prohibit Dealer from engaging in solicitation activities for

compensation under the Rule (a “Triggering Contribution”). The Dealer hereby agrees that neither it nor any of its Covered Associates will make a Triggering Contribution or violate the Rule while the Dealer is engaged hereunder. If the Dealer breaches this provision and becomes aware of a Triggering Contribution or a violation of the Rule, it shall promptly provide written notice to the Dealer Manager, which notice shall include a description of the nature of the ban or violation. “Covered Associates” means any (A) general partner, managing member or executive officer of the Dealer, as well as any person with a similar status or function, (B) any associated person of the Dealer who engages in distribution or solicitation activities with a government entity, (C) any associated person of the Dealer who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (B) above, and (D) any political action committee controlled by the Dealer or one of its Covered Associates.

(xi) It is (A) duly registered as a broker-dealer with the U.S. Securities and Exchange Commission (the “SEC”) and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is duly registered as a broker-dealer under the laws of each state and, to the extent required, the equivalent thereof in any other jurisdiction or (B) duly registered under the laws and, to the extent required, in any applicable non-U.S. jurisdiction (including the jurisdictions listed on Schedule III), which require such registration in connection with the services to be provided by the Dealer hereunder.

(xii) It will conduct its activities in accordance with all applicable U.S. and non-U.S. securities laws and other applicable legal and regulatory requirements in any jurisdiction where Units are marketed, and the Dealer will not take any action that: (A) constitutes a public offering of or for the Units within the meaning of Section 4(a)(2) of the Securities Act or general solicitation of prospective investors in the Partnership within the meaning of Regulation D promulgated thereunder; (B) causes the Offering of the Units to lose any exemption from registration with the SEC provided by Section 4(a)(2) of the Securities Act; (C) causes the Partnership to lose its exemption under Section 3(c)(7) of the Investment Company Act of 1940 (the “Investment Company Act”); or (D) cause the Units to be required to be registered under any non-U.S. laws (including, for the avoidance of doubt, the laws of any jurisdiction listed on Schedule III attached hereto).

(xiii) It covenants that it has policies, procedures and internal controls in place that are reasonably designed to ensure that any statements made by the Dealer (or any of its employees, members, partners, officers, directors, representatives, or agents) to any prospective investor in the Partnership that is an “endorsement” or “testimonial” as defined in Rule 206(4)-1 under the Advisers Act (the “Marketing Rule”) (such statements, “Covered Statements”) are accompanied by (x) disclosure substantially in the form set forth on Schedule VII and (y) except for certain clients and prospective clients who do not meet the definition of “retail customer” in Rule 151-1 under the Exchange Act, the applicable disclosure agreed by the parties. The Dealer shall use best efforts to ensure that each Covered Statement (A) does not include any untrue statement of material fact, and (B) is not materially misleading, which shall exclude documents and statements prepared by the Dealer Manager or the Management Company (or its affiliates), including the Memorandum, that the Dealer Manager and the Management Company have authorized the Dealer to disseminate to prospective Investors (or their representatives or agents) but excluding any information or statement in any of the foregoing that was prepared, added or substantially modified by the Dealer or an affiliate thereof), satisfy clauses (A) and (B) in this sentence. The Dealer shall maintain accurate books and financial records in connection with the services performed under this Agreement including, for the avoidance of doubt, with respect to any applicable requirements under the

Marketing Rule relating to Offering Materials (as defined below) provided, or any Covered Statements made, to any prospective investor in the Partnership. Additionally, the Dealer agrees to use commercially reasonable efforts to cooperate with the Dealer Manager as reasonably necessary for the Dealer Manager to maintain compliance with the Dealer Manager’s obligations under the Marketing Rule. In connection with its activities hereunder, during the first substantive interaction that it makes a Covered Statement to a client or prospective client, it will deliver to such clients or prospective clients (x) disclosure substantially in the form set forth on Schedule VII and (y) except for certain clients and prospective clients who do not meet the definition of “retail customer” in Rule 15l–1 under the Exchange Act, the applicable disclosure agreed by the parties.

(xiv) It covenants that, at all times during which the Dealer or any Affiliated Promoter gives or disseminates Promotional Statements, the Dealer shall maintain, and shall cause such Affiliated Promoter to maintain, policies and procedures that (A) are reasonably designed to prevent the Dealer, such Affiliated Promoter and any of their respective personnel who give or disseminate Promotional Statements on their behalf from giving or disseminating statements that violate anti-fraud provisions under applicable securities laws and FINRA Rule 2210 and (B) apply to communications by the Dealer and such Affiliated Promoter (as applicable) to prospective Investors that are subject to such anti-fraud provisions and FINRA Rule 2210.

(xv) It covenants that it shall ensure, and shall cause any Affiliated Promoter to ensure, that at the time any Promotional Statement is disseminated to a prospective Investor (or its representative or agent, in their capacities as such), unless such Promotional Statement constitutes a recommendation subject to Rule 15l-1 under the Exchange Act (“Regulation Best Interest”), the Dealer or any Affiliated Promoter (as applicable) or any representative or agent acting on their behalf will disseminate to such prospective Investor (or its representative or agent, as applicable) disclosure that discloses: (A) that the Promotional Statement was given by a current client or investor of the Management Company, or that the Promotional Statement was given by a person other than a current client or investor of the Management Company, as applicable, (B) that cash or non-cash compensation was provided for the Promotional Statement and (C) a brief statement of any material conflicts of interest on the part of the person giving the Promotional Statement resulting from the Management Company’s relationship with such person. Any such disclosure must be made clearly and prominently, it being understood that in order for such disclosure to be made “clearly and prominently” for this purpose, the disclosure must be at least as prominent as the relevant Promotional Statement and must be included within such Promotional Statement itself or, in a case where the relevant Promotional Statement is made orally, provided at the same time as the Promotional Statement.

(xvi) It shall promptly respond to and comply with any request made by the Management Company or the Dealer Manager for information or documentation that would reasonably facilitate the Management Company’s compliance with its obligations under the Marketing Rule and under related recordkeeping provisions of Rule 204-2 under the Advisers Act.

(xvii) Except for Waived Disqualifying Events (as defined herein) disclosed in Schedule V, no Dealer Covered Person (as defined herein) is subject to an event described in Rule 506(d)(1)(i)-(viii) (“Rule 506(d)(1)”) of Regulation D promulgated under the Securities Act (“Disqualifying Events”) that would result in disqualification under Rule 506(d)(1) of the Securities Act

of the Partnership’s use of the Rule 506 exemption under the Securities Act for the sale of interests therein. For purposes of this section, “Dealer Covered Person” means (A) the Dealer; (B) any person who through the Dealer has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of securities; (C) any general partner or managing member of any person described in (A) or (B); (D) any director, executive officer or other officer participating directly or indirectly in the offering of the Units of any person described in (A), (B) or (C); and (E) any Affiliated Promoter. For purposes of the foregoing, “executive officer” shall have the meaning ascribed to it in Rule 504 of the Securities Act. For so long as the Dealer is participating in the Offering, upon the Dealer Manager’s request pursuant to this Agreement, the Dealer shall provide the Dealer Manager written confirmation that the representations in this Section 5(a)(xvii) are true and correct by delivering a certificate in the form attached hereto as Schedule IV. In addition, the Dealer shall promptly inform the Dealer Manager in writing if (x) any of the representations contained in Schedule IV shall no longer be entirely true, accurate and complete in any respect or (y) a Dealer Covered Person is subject to a Disqualifying Event or receives any waivers granted by: (1) the SEC under Rule 506(d)(2)(ii); or (2) any court or regulatory authority under Rule 506(d)(2)(iii).

(xviii) For purposes of this Agreement, “Waived Disqualifying Event” means a Disqualifying Event that would have triggered disqualification under Rule 506(d)(1) except that such Disqualifying Event has been waived by a waiver, order, judgment or decree granted under Rule 506(d)(2)(ii) or (iii) (“Rule 506(d)(2)(ii)-(iii)”) of Regulation D and the Dealer and all Dealer Covered Persons (to the extent applicable) have complied with and are complying with the terms and conditions of any applicable waiver, order judgment or decree and such waiver, order, judgment or decree has not been revoked or further conditioned. The Dealer shall provide the Dealer Manager with a copy of the applicable waiver, order, judgment or decree granted under Rule 506(d)(2)(ii)-(iii) with respect to a Waived Disqualifying Event. To the extent that a condition of a waiver, order, judgment or decree applicable to a Waived Disqualifying Event requires disclosure to prospective investors in the Partnership, the Dealer agrees that the description on Schedule V hereto of the Waived Disqualifying Event complies with the requirements of the applicable waiver, order, judgment or decree granted under Rule 506(d)(2)(ii)-(iii) and the Dealer authorizes the disclosure of any descriptions on Schedule V to current and prospective investors of the Partnership.

(xix) It shall promptly notify the Partnership and the Management Company if it becomes aware of any future Disqualifying Event with respect to the Dealer or any Dealer Covered Person.

(xx) It shall promptly notify the Partnership and the Management Company if it becomes aware of any future event that would give rise to a statutory disqualification, as defined under Section 3(a)(39) of the Exchange Act.

(xxi) Any Subscription Fees charged by the Dealer in connection with its sale of Units will be charged in a manner consistent with the Memorandum, applicable law and FINRA rules.

(xxii) Unless prohibited under applicable law, it shall advise the Dealer Manager promptly of (a) the receipt by the Dealer of any communication specifically with respect to the offering of Units from the SEC, any state securities commissioner or any other regulatory authority in any other

jurisdiction and (b) the threat or commencement of any lawsuit, proceeding or investigation to which the Dealer is a party specifically with respect to the offering of Units.

(xxiii) Notwithstanding any instruction to the contrary, the Dealer shall comply with all applicable abandoned property, escheat or similar laws, and none of the Dealer Manager, the Partnership or the Management Company shall be liable to any party or any unitholder for any funds from the account(s) of any such unitholder’s Units pursuant to this Agreement or any applicable abandoned property, escheat or similar law.

(xxiv) Upon the Dealer Manager’s request, it shall provide the Dealer Manager, (A) a certificate with such customary representations as the Partnership or its counsel may reasonably request, so as to warrant that Dealer’s activities hereunder were carried out in compliance with applicable laws and the terms of this Agreement and (B) such further information and documents as are reasonably necessary or appropriate for the Partnership and/or its counsel to determine that the representations and warranties made in this Agreement continue to be true and correct. In addition, the Dealer shall promptly inform the Dealer Manager in writing if any of the representations contained in the certificate shall no longer be entirely true, accurate and complete in any respect.

(xxv) Throughout the term of this Agreement, the representations and warranties of the Dealer in this Agreement shall be true and correct in all material respects. For as long as this Agreement is in effect, the Dealer agrees to promptly notify the Dealer Manager and the Management Company in the event that any of the representations and warranties set forth herein becomes materially inaccurate, or in the event that any covenant or condition on the Dealer’s part to be performed or satisfied has been breached or not satisfied in any material respect.

6. Right to Reject Orders or Cancel Sales

(a) All orders, whether initial or additional, are subject to acceptance by and shall only become effective upon confirmation by the Partnership, which reserves the right to reject any order for any reason or no reason including, without limitation, orders not accompanied by an executed Subscription Agreement in good order or without the required instrument of payment in full payment for the Units. Issuance and delivery of the Units will be made only after actual receipt of payment therefor. If any check or wire is not paid upon presentment, or if the Partnership is not in actual receipt of clearinghouse funds or cash, certified or cashier’s check or the equivalent in payment for the Units, the Partnership reserves the right to cancel the sale without notice.

(b) If the Dealer has retained selling commissions in connection with an order that is subsequently rejected, canceled or rescinded for any reason, the Dealer agrees to return to the subscriber any selling commission theretofore retained by the Dealer with respect to such order within three (3) days following mailing of notice to the Dealer by the Dealer Manager stating the amount owed as a result of rescinded or rejected subscriptions. If the Dealer fails to pay any such amounts, the Dealer Manager shall have the right to offset such amounts owed against future compensation due and otherwise payable to the Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure).

7. Memorandum and Authorized Sales Materials; Compliance with Laws

(a) The Dealer, including any of its principals, directors, officers and employees, is not authorized or permitted to give and will not give, any information or make any representation (written or oral) concerning the Units, the Partnership, the Dealer Manager, TPG Private Equity Opportunities GenPar, L.P. (the “General Partner”) and/or T-POP Management Company, LLC (the “Management Company” and, together with the Dealer Manager, the Partnership and the General Partner, collectively, the “T-POP Parties” and each a “T-POP Party”), except as set forth in the Memorandum and any additional sales literature, which has been approved in advance in writing by the Dealer Manager (collectively, “Authorized Sales Materials”). The Dealer Manager will supply the Dealer with reasonable quantities of the Memorandum, any supplements thereto and any amended Memorandum, as well as any Authorized Sales Materials (the Memorandum and the Authorized Sales Materials, as the same may be amended or supplemented, are referred to herein collectively as the “Offering Materials”), for delivery to prospective Investors and Investors.

(b) The Dealer agrees that it shall have delivered to each prospective Investor to whom an offer to purchase the Units is made, as of the time of such offer, a copy of the Memorandum (for the avoidance of doubt, inclusive of all previous supplements thereto and any amended Memorandum) that has then been supplied to the Dealer by the Dealer Manager. The Dealer agrees that it will not send or give any supplement to the Memorandum or any Authorized Sales Materials to an investor unless it has previously sent or given a Memorandum (for the avoidance of doubt, inclusive of all previous supplements thereto and any amended Memorandum) to that investor or has simultaneously sent or given a Memorandum (for the avoidance of doubt, inclusive of all previous supplements thereto and any amended Memorandum) with such supplement to the Memorandum or Authorized Sales Materials. The Dealer agrees that it will not show or give to any Investor or prospective Investor, or reproduce, any material or writing which is supplied to it by the Dealer Manager and marked “broker only”, “dealer only”, or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Units. The Dealer agrees that it will not show or give to any Investor or prospective Investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Units in such jurisdiction. The Dealer agrees that it will not use in connection with the offer or sale of Units any material or writing which relates to another issuer supplied to it by the Partnership or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of any securities other than the issuer to which it relates. The Dealer will not use in connection with the offer or sale of Units any materials or writings which have not been previously approved by the Dealer Manager, the Management Company or the Partnership in writing.

(c) The Dealer agrees to deliver to each Investor making purchases of Units, prior to the time of sale, a copy of the Partnership’s then current Memorandum and Subscription Agreement, and may deliver Offering Materials subject to the terms herein, all as amended from time to time. The Dealer further agrees, on an ongoing basis, to deliver to each Investor copies of all supplements and amendments to the Memorandum that are delivered or made available to the Dealer by the Dealer Manager.

(d) With respect to each Investor who purchases Units, the Dealer confirms it: (i) reasonably believes that the information and representations in the Subscription Agreement made by and concerning

the Investor identified in the Subscription Agreement are true, correct and complete in all material respects; (ii) has offered the Investor the opportunity to discuss such Investor’s prospective purchase of Units; (iii) has delivered or made available a current Memorandum and related supplements, if any, to such Investor; (iv) has reasonable grounds to believe that the Investor is purchasing the Units for the Investor’s own account; and (v) has a reasonable basis to believe that the purchase of Units is an appropriate investment for such Investor. The above representations shall be true and correct with respect to each Investor as of each date that such Investor’s Subscription Agreement is provided to the Dealer Manager.

(e) On becoming a dealer, and in offering and selling Units, the Dealer agrees to comply with all the applicable requirements imposed upon it under (i) the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated under both such acts, (ii) all applicable state securities laws and regulations as from time to time in effect, (iii) any other state, federal, foreign and other laws and regulations applicable to the Offering, the sale of Units or the activities of the Dealer pursuant to this Agreement, including without limitation the privacy standards and requirements of state and federal laws, including the Gramm-Leach-Bliley Act of 1999, 15 U.S.C. §§ 6801 et seq., as may be amended from time to time (“GLBA”), and the laws governing money laundering abatement and anti-terrorist financing efforts, including the applicable rules of the SEC and FINRA, the Bank Secrecy Act, as amended, USA PATRIOT Act of 2001, as amended (the “USA PATRIOT Act”), and regulations administered by the Office of Foreign Asset Control at the Department of the Treasury (“OFAC”), and (iv) this Agreement and the Memorandum as amended and supplemented. Notwithstanding the termination of this Agreement or the payment of any amount to the Dealer, the Dealer agrees to pay the Dealer’s proportionate share of any claim, demand or liability asserted against the Dealer and the other Dealers on the basis that such Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case such Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

(f) The Dealer (i) will maintain written policies and procedures covering the delivery of electronic offering documents and the use of electronic signatures, (ii) will comply with all applicable SEC rules and guidelines pertaining to electronic delivery of the Memorandum and Authorized Sales Materials and electronic signature of the Subscription Agreement, (iii) acknowledges that it is acting as an agent of the Partnership only with respect to the delivery of the Memorandum and Authorized Sales Materials electronically, the administration of the subscription process and the obtainment of electronic signatures and only to the extent its actions are in compliance with the Dealer Manager Agreement and this Agreement and (iv) will also comply, as applicable, with The Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transaction Act and any other applicable law. In consideration of the foregoing, the Dealer Manager hereby agrees that it will not reject a subscription on account of an electronic signature if such signature was obtained in the manner set forth in this Section 7.

8. License and Association Membership

The Dealer’s acceptance of this Agreement constitutes a representation to the Partnership and the Dealer Manager that the Dealer is a properly registered or licensed broker-dealer, duly authorized to sell Units under federal and state securities laws and regulations, and foreign laws (including the laws of the jurisdictions listed on Schedule III), if applicable, and in all states or jurisdictions where it offers or sells

Units, and a member in good standing of FINRA and that it has obtained all necessary approvals, licenses and permits required for it to enter into this Agreement and engage in the offer and sale of securities of the type represented by the Units and shall maintain such approvals, licenses and permits for so long as this Agreement is in effect, and it further represents and warrants that it will notify the Dealer Manager immediately at such time, if any, as it ceases to hold any such necessary approval, license or permit. This Agreement shall automatically terminate if the Dealer ceases to be a member in good standing of FINRA. The Dealer agrees to notify the Dealer Manager immediately if the Dealer ceases to be a member in good standing of FINRA. The Dealer will abide by the Rules of FINRA, including FINRA Rules 2040, 2111 and 2121.

9. Limitation of Offer; Suitability

(a) The Dealer will offer Units (both at the time of an initial subscription and at the time of any additional subscription, including initial enrollments and increased participations in the DRIP) only to persons who meet the financial qualifications and suitability standards set forth in the Memorandum, this Agreement or in any suitability letter or memorandum sent to it by the Partnership or the Dealer Manager and will only make offers to persons in the jurisdictions in which it is advised in writing by the Dealer Manager that the Units are qualified for sale under the respective securities laws of such jurisdiction or that such qualification is not required and in which the Dealer has all required licenses and registrations to offer Units in such jurisdictions (including the jurisdictions listed on Schedule III). In offering Units, the Dealer will comply with the provisions of the Rules set forth in the FINRA Manual, Regulation Best Interest, as well as all other applicable rules and regulations relating to suitability of investors. Nothing contained in this section shall be construed to relieve the Dealer of its suitability obligations under Regulation Best Interest or FINRA Rule 2111. The Dealer will sell Class S Units, Class D Units, Class I Units, Class R-S Units, Class R-D Units, Class R-I Units, Class STE Units, Class DTE Units, Class ITE Units, Class R-STE Units, Class R-DTE Units and Class R-ITE Units only to the extent approved by the Dealer Manager as set forth on Schedule I to this Agreement, and to the extent approved to sell Class S Units, Class D Units, Class I Units, Class R-S Units, Class R-D Units, Class R-I Units, Class STE Units, Class DTE Units, Class ITE Units, Class R-STE Units, Class R-DTE Units and Class R-ITE Units pursuant to this Agreement, sell such units only to those persons who are eligible to purchase Class S Units, Class D Units, Class I Units, Class R-S Units, Class R-D Units, Class R-I Units, Class STE Units, Class DTE Units, Class ITE Units, Class R-STE Units, Class R-DTE Units and Class R-ITE Units as described in the Memorandum. Nothing contained in this Agreement shall be construed to impose upon any T-POP Party the responsibility of assuring that prospective Investors meet the suitability standards in accordance with the terms and provisions of the Memorandum. The Dealer shall not purchase any Units for a discretionary account without obtaining the prior written approval of the Dealer’s Customer and such Customer’s completed and executed Subscription Agreement.

(b) The Dealer further represents, warrants and covenants that neither the Dealer, nor any person associated with the Dealer, shall offer or sell Units in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (i) applicable provisions described in the Memorandum; (ii) applicable laws of the jurisdiction of which such investor is a resident; (iii) applicable provisions of Regulation Best Interest; and (iv) applicable FINRA rules. The Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Units to an investor, the Dealer, or a person associated with the Dealer, shall have reasonable

grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Partnership) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to the Dealer, or person associated with the Dealer, that the investor (x) the investor can reasonably benefit from an investment in the Units based on the investor’s overall investment objectives and portfolio structure, (y) is able to bear the economic risk of the investment based on the investor’s overall financial situation and (z) has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Units, (C) the lack of liquidity of the Units, (D) the background and qualifications of the Management Company or the persons responsible for directing and managing the Partnership and (E) the tax consequences of an investment in the Units. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Units or by the beneficiary of such fiduciary account. The Dealer further represents, warrants and covenants that the Dealer, or a person associated with the Dealer, will make every reasonable effort to determine the appropriateness of an investment in Units of each proposed investor, in accordance with the foregoing standards, by reviewing documents and records which, in accordance with applicable law, contain the basis upon which the determination as to the appropriateness of such investment was reached as to each purchaser of Units pursuant to a subscription solicited by the Dealer.

(c) The Dealer will comply with the record-keeping requirements imposed by (i) federal securities laws and the rules and regulations thereunder and (ii) the applicable rules of FINRA, including the requirement to maintain records (the “Suitability Records”) of the information used to determine that an investment in Units is suitable and appropriate for each subscriber for a period of six years from the date of the sale of the Units. The Dealer will, upon request from a regulatory authority to the Dealer or as required under applicable law, furnish such regulatory authority with copies of records of purchase and sales of Units, including Suitability Records.

(d) The Units offered by the Dealer shall be offered only to Customers who are both “accredited investors” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and “qualified purchasers” as such term is defined in Section 2(a)(51) of the Investment Company Act. Neither the Dealer nor any person acting on its behalf, has (i) offered or sold or shall offer or sell the Units by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D promulgated under the Securities Act, or (ii) taken or will take any action, directly or indirectly, so as to cause the transactions contemplated by this Agreement to fail to qualify for the exemption under Section 4(a)(2) of the Securities Act. The Dealer shall offer the Units in accordance with U.S. federal securities laws, the securities laws of any state and the securities laws of any other jurisdiction in which it markets or solicits purchasers for such Units. The Dealer shall not knowingly take any action that would place any T-POP Party or any affiliate thereof in violation of any U.S. federal or state law. The Dealer shall not refer to any T-POP Party or solicit any Customer through the use of any general advertising, publicity, general solicitation, or other similar means.

(e) The Dealer will only make available the Authorized Sales Materials and the Memorandum to qualified clients: (i) with whom it has a “pre-existing, substantive relationship” (as such term is used in related guidance published by the staff of the SEC); and (ii) who meet the financial

qualifications, accreditation and suitability standards set forth in the Memorandum or as otherwise required for compliance with applicable local law, regulation and/or accepted market practice (including, for the avoidance of doubt, accreditation standards and/or minimum investment requirements). For the avoidance of doubt, the Dealer will not engage in marketing, solicitations or any other conduct that elicits obligations to limit the number of offerees and/or investors in accordance with applicable local law, regulation and/or accepted market practice.

10. Disclosure Review; Confidentiality of Information

(a) The Dealer shall have reasonable grounds to believe, based on the information made available to it through the Memorandum or other materials, that all material facts are adequately and accurately disclosed in the Memorandum and provide a basis for evaluating the Units. In making this determination, the Dealer shall evaluate, at a minimum, items of compensation, physical properties, tax aspects, financial stability and experience of the General Partner and the Management Company, conflicts of interest and risk factors, and appraisals and other pertinent reports. If the Dealer relies upon the results of any inquiry conducted by another member or members of FINRA, the Dealer shall have reasonable grounds to believe that such inquiry was conducted with due care, that the member or members conducting or directing the inquiry consented to the disclosure of the results of the inquiry and that the person who participated in or conducted the inquiry is not the Dealer Manager, the General Partner or an affiliate of the General Partner.

(b) It is anticipated that (i) the Dealer and its officers, directors, managers, employees, owners, members, partners, home office diligence personnel or other agents of the Dealer that are conducting a due diligence inquiry on behalf of the Dealer and (ii) persons or committees, as the case may be, responsible for determining whether the Dealer will participate in the Offering ((i) and (ii) are collectively, the “Diligence Representatives”) either have previously or will in the future have access to certain Confidential Information (defined below) pertaining to the T-POP Parties or their respective affiliates in connection with such Diligence Representatives’ diligence review. Such Diligence Representatives are bound by the terms of this Section 10, and the Dealer will be responsible for any breach by such persons of these confidentiality obligations. For purposes hereof, “Confidential Information” shall mean and include: (A) trade secrets concerning the business and affairs of the T-POP Parties or their respective affiliates; (B) confidential data, know-how, current and planned research and development, current and planned methods and processes, marketing lists or strategies, slide presentations, business plans, however documented, belonging to the T-POP Parties or their respective affiliates; (C) information concerning the business and affairs of the T-POP Parties or their respective affiliates (including, without limitation, historical financial statements, financial projections and budgets, investment-related information, models, budgets, plans, and market studies, however documented); (D) any information marked or designated “Confidential—For Due Diligence Purposes Only”; and (E) any notes, analyses, compilations, studies, summaries or other material containing or based, in whole or in part, on any information included in the foregoing. The Dealer shall keep, and cause its Diligence Representatives to keep, all such Confidential Information strictly confidential and not use, distribute or copy the same except in connection with the Dealer’s due diligence inquiry. The Dealer shall not disclose, and will cause its Diligence Representatives not to disclose, such Confidential Information to the public, or to the Dealer’s sales staff, financial advisors, or any person involved in selling efforts related to the Offering or to any other third party and will not use the Confidential Information in any manner in the

offer and sale of the Units. The Dealer shall take all reasonable precautions necessary to preserve the confidentiality of such Confidential Information, including, but not limited to (x) limiting access to such information to persons who have a need to know such information only for the purpose of the Dealer’s due diligence inquiry and (y) informing each recipient of such Confidential Information of the Dealer’s confidentiality obligation. The Dealer acknowledges that it or its Diligence Representatives may previously have received Confidential Information in connection with preliminary due diligence on the Partnership, and agrees that the foregoing restrictions shall apply to any such previously received Confidential Information. The Dealer acknowledges that it or its Diligence Representatives may in the future receive Confidential Information, either in individual or collective meetings or telephone calls with the Partnership, and agrees that the foregoing restrictions shall apply to any Confidential Information received in the future through any source or medium. The Dealer acknowledges the restrictions and limitations of Regulation F-D promulgated by the SEC and agrees that the foregoing restrictions are necessary and appropriate in order for the Partnership to comply therewith. Notwithstanding the foregoing, Confidential Information may be disclosed (1) if approved in writing for disclosure by the Partnership or the Dealer Manager, (2) pursuant to a subpoena or as required by law, or (3) as required by regulation, rule, order or request of any governing or self-regulatory organization (including the SEC or FINRA), provided, that the Dealer shall notify the Dealer Manager in advance if practicable under the circumstances of any attempt to obtain Confidential Information pursuant to provisions (2) and (3) of this sentence.

11. Dealer's Compliance with Anti-Money Laundering Rules and Regulations

(a) The Dealer hereby represents that it has complied and will comply with the USA PATRIOT Act in connection with broker/dealers’ anti-money laundering obligations (the “AML Rules and Regulations”) and is a regulated financial institution subject to a rule implementing 31 U.S.C. 5318(h). The Dealer hereby represents that it has adopted and implemented, and will maintain a written anti-money laundering compliance program (“AML Program”) including, without limitation, anti-money laundering policies and procedures relating to customer identification in compliance with applicable laws and regulations, including federal and state securities laws, applicable rules of FINRA, and the USA PATRIOT Act. The Dealer further represents that its AML Program, at a minimum, (1) designates a compliance officer to administer and oversee the AML Program, (2) provides ongoing employee training, (3) includes an independent audit function to test the effectiveness of the AML Program, (4) establishes internal policies, procedures, and controls that are consistent with the Dealer’s obligations under this Agreement, (5) includes a customer identification program consistent with the rules under the USA PATRIOT Act, (6) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (7) provides for compliance with applicable economic sanctions issued by the U.S., including without limitation those administered and enforced by OFAC, the U.K., including without limitation those administered and enforced by His Majesty’s Treasury, the E.U., E.U. member states and the U.N. (collectively “Economic Sanctions”), including, without limitation, screening all new and existing Customers and Customer’s beneficial owners, if any, against the list of specially designated nationals and blocked persons, and any other government list that is or becomes required under the Economic Sanctions, and (8) prescribes that appropriate regulators be permitted to examine the Dealer’s AML books and records and that the Dealer will promptly fulfill appropriate requests by such regulators for information about dealer’s AML

Program. Customer identification information will be retained for a period of not less than ten years, following the termination of the customer’s relationship with the Dealer. The Dealer further has policies and procedures reasonably designed to comply with the Financial Crimes Enforcement Network’s Customer Due Diligence Rule, including identifying and verifying the identity of beneficial owners of legal entity customers, and the Dealer will submit to the Financial Crimes Enforcement Network any required suspicious activity reports about such activity and further will disclose such activity to applicable federal and state law enforcement when required by law. The Dealer has implemented policies, procedures and internal controls reasonably designed to identify higher risk clients, and to perform enhanced due diligence on such clients, including politically exposed persons. In accordance with such implemented policies, procedures and internal controls, applicable laws and regulations and its AML Program, the Dealer shall monitor account activity to identify patterns of unusual size or volume, geographic factors and any other “red flags” described in the USA PATRIOT Act as potential signals of money laundering or terrorist financing.

(b) Upon request by the Dealer Manager at any time, the Dealer shall promptly furnish (i) a copy of its AML Program to the Dealer Manager for review and (ii) a copy of the findings and any remedial actions taken in connection with the Dealer’s most recent independent testing of its AML Program. Upon request by the Dealer Manager at any time, and at least annually, the Dealer shall furnish a written certification in the form found in Schedule VI that the Dealer has implemented its AML Program and performed all other obligations of the Dealer pursuant to the terms of this Section 11. The Dealer agrees to notify the Dealer Manager immediately if the Dealer is subject to a FINRA disclosure event or fine from FINRA related to its AML Program.

(c) The Dealer hereby acknowledges and agrees that it (and not any T-POP Party or the Partnership’s transfer agent or other service provider) is responsible for reviewing and monitoring Customers and complying with AML Rules and Regulations, including customer identification program (“CIP”) requirements, with respect to Customers in connection with this Agreement.

(d) The Dealer does not know or have any reason to suspect that any of the beneficial owners, controllers, authorized persons, or other entities associated with any Customer investing in the Partnership (including any beneficial owner(s) thereof): (i) appears on OFAC’s Specially Designated Nationals and Blocked Persons List; (ii) is named on any list of sanctioned entities or individuals pursuant to E.U. and/or U.K. regulations (as the latter are extended by statutory instrument to the Cayman Islands by Statutory Instrument); (iii) is operationally based or domiciled in a country or territory in relation to which sanctions imposed by the United Nations, the E.U., the U.S. and/or the U.K. apply; or (iv) is otherwise subject to sanctions imposed by, or is a party with which the Partnership is prohibited to deal with under the laws of, the United Nations, U.S., the E.U. and/or the U.K., which may be amended from time to time (collectively, a “Sanctions Subject”).

(e) The Dealer does not know or have any reason to suspect that the monies used to fund any Customer’s investment in the Partnership is derived, directly or indirectly, from, invested for the benefit of, or related in any way to: (i) any criminal, terrorist or other illegal activities, including but not limited to, money laundering activities, whether under U.S. law or otherwise; and/or (ii) a Sanctions Subject (or are made on behalf of, or are controlled by, such persons).

(f) The Dealer covenants that, should any Customer and/or beneficial owner(s) thereof become at any time during their investment in the Partnership a Sanctions Subject, the Dealer shall immediately notify the General Partner of such, which shall include the identity of such Sanctions Subject. The Dealer agrees to promptly provide the Partnership, the Dealer Manager, the General Partner, or their respective delegate(s) with such additional information as may be requested by the Partnership, the General Partner, the Dealer Manager, or their respective delegate(s) to enable the Partnership to satisfy its responsibilities under applicable law. The Dealer agrees and acknowledges that, among other remedial measures, (i) the Partnership may be obligated to “freeze the account” with respect to the portion of an investment by any Customer, either by restricting participation by the Customer and/or segregating the assets of the Customer in order to comply with governmental regulations and/or if the Dealer Manager determines in its good faith that such action is in the best interests of the Customer; and (ii) the Partnership may be required to report such action or confidential information relating to the Customer (including, without limitation, disclosing the Customer’s identity) to regulatory authorities.

(g) The Dealer Manager, the Partnership and/or its transfer agent(s) may request additional information or documentation from a Customer if the Dealer Manager reasonably determines that the provision of information or documentation regarding the Customer is necessary or advisable for it of the Partnership to comply with any law, rule or order of a court of competent jurisdiction, regulatory, or self-regulatory authority or law enforcement agency (including AML Rules and Regulations), and the Dealer agrees, to the extent permitted by Law, to use reasonable efforts to obtain such additional information from such Customer. Without limiting the foregoing, the Dealer will use commercially reasonable efforts, to the extent permitted by Law, to cooperate with the Dealer Manager, the Partnership and their affiliates and service providers as necessary to ensure compliance with AML Rules and Regulations. The Dealer further acknowledges that the T-POP Parties are relying on the Dealer to apply the above-mentioned policies, procedures, and internal controls to Customers with respect to their investment in the Partnership.

(h) The Dealer shall notify the Partnership promptly in writing should the Dealer become aware of any material change in the information set forth in this Section 11.

12. Privacy

(a) The Dealer will abide by and comply in all respects with (i) the privacy standards and requirements of the GLBA and applicable regulations promulgated thereunder, (ii) the privacy standards and requirements of any other applicable federal or state law, including the Fair Credit Reporting Act (“FCRA”) and (iii) its own internal privacy policies and procedures, each as may be amended from time to time.

(b) The parties hereto acknowledge that from time to time, the Dealer may share with the Partnership and the Partnership may share with Dealer nonpublic personal information (as defined under the GLBA) of customers of the Dealer. This nonpublic personal information may include, but is not limited to a customer’s name, address, telephone number, social security number, account information and personal financial information. The Dealer shall only be granted access to such nonpublic personal information of each of its customers that pertains to the period or periods during which the Dealer served as the broker-dealer of record for such customer’s account. None of the Dealer or the T-POP Parties will

disclose nonpublic personal information of any customers who have opted out of such disclosures, except (i) to service providers (when necessary and as permitted under the GLBA), (ii) to carry out the purposes for which one party discloses such nonpublic personal information to another party under this Agreement (when necessary and as permitted under the GLBA) or (iii) as otherwise required by applicable law. Any nonpublic personal information that one party receives from another party shall be subject to the limitations on usage described in this Section 12. Except as expressly permitted under the FCRA, the Dealer agrees that it shall not disclose any information that would be considered a “consumer report” under the FCRA.

(c) The Dealer shall be responsible for determining which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving a list of such customers (the “List”) to identify customers that have exercised their opt-out rights. In the event the Dealer or any T-POP Party expects to use or disclose nonpublic personal information of any customer for purposes other than as set forth in this Section 12, it must first consult the List to determine whether the affected customer has exercised his or her opt-out rights. The use or disclosure of any nonpublic personal information of any customer that is identified on the List as having opted out of such disclosures, except as set forth in this Section 12, shall be prohibited.

(d) The Dealer shall implement commercially reasonable measures in compliance with industry best practices designed (i) to assure the security and confidentiality of nonpublic personal information of all customers; (ii) to protect such information against any anticipated threats or hazards to the security or integrity of such information; (iii) to protect against unauthorized access to, or use of, such information that could result in material harm to any customer; (iv) to protect against unauthorized disclosure of such information to unaffiliated third parties; and (v) to otherwise ensure its compliance with all applicable privacy standards and requirements of federal or state law (including, but not limited to, the GLBA), and any other applicable legal or regulatory requirements. The Dealer will cause all its agents, representatives, affiliates, subcontractors, or any other party to whom the Dealer provides access or discloses nonpublic personal information of customers, to implement appropriate measures designed to meet the objectives set forth in this Section 12.

13. Sub-Agents

(a) The Dealer shall not engage or retain, or assign or delegate its rights or obligations hereunder to, any affiliated or unaffiliated sub-agent to assist the Dealer the offer, sale, marketing or promotion of Units without the prior written approval of the Dealer Manager (“Sub-Agents”).

(b) The Dealer undertakes to cause each approved Sub-Agent to enter into an agreement with the Dealer, which agreement shall include all of the undertakings, agreements, representations, warranties and covenants made by the Dealer to the T-POP Parties hereunder mutatis mutandis. Such agreement shall also prohibit further delegation unless the prior written consent of the Dealer Manager is given. The Dealer shall review the services provided by each of its Sub-Agents (if any) on an ongoing basis and make each Sub-Agent (if any) aware of the requirement to review the services provided by each Sub-Agent’s delegate (if any) on an ongoing basis.

(c) Upon the request of the Dealer Manager, the Dealer shall provide the Dealer Manager with a copy of any such Sub-Agent agreement and/or a certificate from the Dealer to the effect that the Dealer is in compliance with Section 13(b) with respect to such Sub-Agent. The Dealer undertakes to terminate with immediate effect the appointment of any Sub-Agent upon the instruction of the Dealer Manager. The Dealer shall remain liable for any act (or failure to act) of any of its Sub-Agents that would be a breach of the terms of this Agreement had it been committed or taken by the Dealer.

(d) The Dealer hereby covenants, represents and warrants to the Dealer Manager that no portion of the fees received by the Dealer in connection with its services hereunder shall be remitted or otherwise paid to any third party (including any finder or lobbyist) by the Dealer, other than a Sub-Agent as provided in the sentence above, without the prior written consent of the Dealer Manager, which may be given or withheld in the Dealer Manager’s sole discretion.

14. Dealer’s Undertaking to Not Facilitate a Secondary Market in the Units

The Dealer acknowledges that there is no public trading market for the Units and that there are limits on the ownership, transferability and redemption of the Units, which significantly limit the liquidity of an investment in the Units. The Dealer also acknowledges that the Unit Redemption Program provides only a limited opportunity for investors to have their Units purchased by the Partnership and that the General Partner may, in its sole discretion, amend, suspend, or terminate the Unit Redemption Program at any time in accordance with the terms of the Unit Redemption Program. The Dealer hereby agrees that so long as the Partnership is offering Units under Regulation D under the Securities Act, the Dealer will not facilitate any transfers except in compliance with applicable law or engage in any action or transaction that would facilitate or otherwise create the appearance of a secondary market in the Units without the prior written approval of the Dealer Manager.

15. Arbitration

Any dispute, controversy or claim arising between the parties relating to this Agreement (whether such dispute arises under any federal, state or local statute or regulation, or at common law), shall be resolved by final and binding arbitration administered in accordance with the then current commercial arbitration rules of FINRA in accordance with the terms of this Agreement (including the governing law provisions of this Agreement and pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1 – 16). The parties will request that the arbitrator or arbitration panel (“Arbitrator”) issue written findings of fact and conclusions of law. The Arbitrator shall not be empowered to make any award or render any judgment for punitive damages, and the Arbitrator shall be required to follow applicable law in construing this Agreement, making awards, and rendering judgments. The decision of the arbitration panel shall be final and binding, and judgment upon any arbitration award may be entered by any court having jurisdiction. All arbitration hearings will be held at the New York City FINRA District Office or at another mutually agreed upon site. The parties may agree on a single arbitrator, or, if the parties cannot so agree, each party will have the right to choose one arbitrator, and the selected arbitrators will choose a third arbitrator. Each arbitrator must have experience and education that qualify him or her to competently address the specific issues to be designated for arbitration. Notwithstanding the preceding, no party will be prevented from immediately seeking provisional remedies in courts of competent jurisdiction, including but not

limited to, temporary restraining orders and preliminary injunctions, but such remedies will not be sought as a means to avoid or stay arbitration.

16. Termination

(a) This Agreement will be effective as of its date of acceptance by the Dealer Manager and will remain in full force and effect for so long as this Agreement is not terminated by either party hereto pursuant to the terms hereof.

(b) This Agreement and the parties’ obligations hereunder may be terminated by either the Dealer Manager or the Dealer for any reason or no reason upon giving thirty (30) days’ prior written notice thereof to the other party; provided, however, that in the event either party hereto does not perform any obligation or materially breaches any covenant under this Agreement and does not perform such obligation or cure such breach (only to the extent such breach is curable) within five (5) business days from receipt of notice of such breach from the other party, or any representation and warranty hereunder on the part of a party hereto is incomplete or inaccurate in any respect (such event is referred to herein as a “Breach” and such party is referred to as the “Breaching Party”), this Agreement and the other party’s obligations hereunder may be immediately terminated by such other party by written notice thereof to the Breaching Party.

(c) Upon becoming aware of a Disqualifying Event with respect to a Dealer Covered Person (unless a waiver has been obtained and/or the relevant Dealer Covered Person has been timely terminated or no longer performs a role with respect to the Dealer that would cause such person to be a Dealer Covered Person for purposes of Rule 506(d) of the Securities Act), the Dealer Manager may, in its sole discretion, terminate this Agreement (such termination, a “Disqualifying Event Termination”), which Disqualifying Event Termination shall be effective as of the date of the occurrence of the Disqualifying Event. Notwithstanding any termination of this Agreement, the obligations of the parties pursuant to the indemnity, confidentiality and choice of law and jurisdiction provisions of this Agreement shall survive any termination hereof and remain operative and in full force and effect. For the avoidance of doubt, in the event of a Disqualifying Event Termination, the T-POP Parties shall cease to be obligated to pay the Dealer any fees in connection with any subscriptions made on or after the occurrence of such Disqualifying Event.

(d) This Agreement will terminate automatically if the Dealer Manager or the Dealer ceases to be a member of FINRA in good standing or is subject to a FINRA suspension or if the Dealer Manager’s or the Dealer’s registration or license under the Exchange Act or any state securities laws or regulations is terminated or suspended. Each of the Dealer Manager and the Dealer shall have the right to terminate this Agreement immediately if the other party is subject to an investigation under the Foreign Corrupt Practices Act of 1977, as amended, or any similar law of any relevant jurisdiction, or the rules and regulations thereunder. Each party agrees to notify the other party immediately if any of these events, as applicable, occurs.

(e) The Dealer will immediately suspend or terminate its offer and sale of Units upon the request of the Partnership or the Dealer Manager at any time and may resume its offer and sale of Units hereunder upon subsequent request of the Partnership or the Dealer Manager.

(f) The respective agreements and obligations of the Dealer Manager and the Dealer set forth in Sections 4, 6, 7, and 14 through 22 of this Agreement shall remain operative and in full force and effect regardless of the termination of this Agreement.

17. Use of Partnership and TPG Names

The Dealer will not, without the written consent of the Dealer Manager in each instance: (a) use in advertising, publicity or otherwise the name of any T-POP Party, “TPG”, any affiliate of any T-POP Party, or any director, officer or employee of any T-POP Party, or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by any T-POP Party or affiliates thereof; or (b) represent, directly or indirectly, that any product or any service provided by the Dealer has been approved or endorsed by any T-POP Party or affiliates thereof. Further, the Dealer Manager reserves the right to withdraw its consent to the use of any T-POP Party’s or any affiliate of any T-POP Party’s name at any time and to request to review any materials generated by the Dealer that use any T-POP Party’s or any affiliate of any T-POP Party’s name or mark. Any such consent is expressly subject to the continuation of this Agreement and shall terminate with the termination of this Agreement as provided herein.

18. Notice

Notices and other writings contemplated by this Agreement shall be delivered via (a) hand, (b) first class registered or certified mail, postage prepaid, return receipt requested, (c) a nationally recognized overnight courier, or (d) electronic mail. All such notices shall be addressed, as follows:

If to the Dealer Manager: TPG Capital BD, LLC

Attn: Office of General Counsel

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

Email:

With a copy to:

TPG Private Equity Opportunities, L.P.

TPG Private Equity Opportunities (TE), L.P.

Attn: Office of General Counsel

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

Email:

If to the Management Company: T-POP Management Company, LLC
Attn: Office of General Counsel

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

E-mail:

If to the General Partner: TPG Private Equity Opportunities GenPar, L.P.
Attn: Office of General Counsel

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

E-mail:

If to the Partnership: TPG Private Equity Opportunities, L.P.

TPG Private Equity Opportunities (TE), L.P.

Attn: Office of General Counsel

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

Email:

With a copy to:

TPG Capital BD, LLC

Attn: Office of General Counsel

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

Email:

If to Dealer: To the address specified by the Dealer herein.

19. Attorney’s Fees and Applicable Law

In any action to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney’s fees. This Agreement shall be construed under the laws of the State of Delaware and shall take effect when signed by the Dealer and countersigned by the Dealer Manager. Venue for any action (including arbitration) shall lie exclusively in the State of Delaware.

20. No Partnership

Nothing in this Agreement shall be construed or interpreted to constitute the Dealer as an employee, agent or representative of, or in association with or in partnership with, the Dealer Manager, the Partnership or the other Dealers; instead, this Agreement shall only constitute the Dealer as a dealer authorized by the Dealer Manager to sell the Units according to the terms set forth in the Memorandum as may be amended and supplemented from time to time and in this Agreement.

21. Electronic Communications

The Dealer Manager and its affiliates (collectively, “TPG”) may send electronic communications to the Dealer and its representatives for the monitoring, development and management of the business relationship and related communications with the Dealer and its representatives (“Business Purposes”). The Dealer shall, where requested by its representatives: (a) inform the representatives that TPG may send them communications for Business Purposes, (b) make TPG’s privacy notice available to the

representatives, which is available at: https://www.tpg.com/privacy-policies/, and (c) inform the representatives that they can opt-out of such communications. For the purposes of this section, “representative” means any person representing, or whom TPG reasonably believes is representing, the Dealer, including any financial advisers.

22. Miscellaneous

(a) Each of the Partnership, the General Partner, the Management Company and their respective affiliates shall be third-party beneficiaries of this Agreement, entitled to enforce the provisions hereof directly against the Dealer as if a party hereto.

(b) The T-POP Parties may be irreparably harmed if the Dealer’s obligations hereunder are not specifically enforced and the T-POP Parties would not have an adequate remedy at law in the event of an actual or threatened violation by the Dealer of its obligations hereunder. Therefore, the Dealer Manager shall be entitled to seek an injunction and/or specific performance for any actual or threatened violation or breach by the Dealer of this Agreement, without the posting of any bond, and such other relief as may be available at law or equity, including the right to recover all losses or damages suffered by the T-POP Parties resulting from any such breach or threatened breach.

(c) If any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable law, then such provision will be deemed modified to the extent necessary to render it legal, valid and enforceable, and if no such modification will render it legal, valid and enforceable, then this Agreement will be construed as if not containing such provision, and the rights and obligations of the parties hereto will be construed and enforced accordingly.

(d) This Agreement has been jointly drafted by the parties hereto, after negotiations and consultations with their respective counsel. This Agreement will not be construed more strictly against one or more parties than against any other party.

(e) This Agreement (including the Schedules hereto) represents the entire understanding and agreement between the parties hereto regarding the offer and sale of Units and supersedes any and all prior negotiations, representations and agreements, whether written or oral related thereto.

(f) This Agreement may be amended at any time by the Dealer Manager by written notice to the Dealer, and any such amendment shall be deemed accepted by the Dealer upon placement of an order for sale of Units by such Dealer’s Customer after the Dealer has received such notice.

(g) This Agreement will be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Neither the Dealer Manager nor the Dealer may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party hereto, and any purported assignment or other transfer of any such rights or obligations without such consent will be null and void.

(h) This Agreement may be executed in multiple counterparts, each of which will be deemed an original and all of which together will constitute but one and the same document.

(i) Headings or captions of this Agreement are for reference only and are not to be construed in any way as part of this Agreement, nor in the interpretation of this Agreement.

* * * * *

DEALER MANAGER:

TPG CAPITAL BD, LLC

By:
Name:

Title:

Date:

[Signature Page to T-POP Selected Dealer Agreement]

We have read the foregoing Agreement and we hereby accept and agree to the terms and conditions therein set forth. We hereby represent that the list below of jurisdictions in which we are registered or licensed as a broker or dealer and are fully authorized to sell securities is true and correct, and we agree to advise you of any change in such list during the term of this Agreement.

1. IDENTITY OF DEALER:

Entity Name:

https://cdn.kscope.io/3483380e9431fca72dcc7697c70fccf3-image_5.jpg

Type of entity:

(Corporation, Partnership or Proprietorship)

Organized in the State of:

Licensed as broker-dealer in all States:

Yes


If no, list all States licensed as broker-dealer:

Tax ID #:

2. Person to receive notices delivered pursuant to the Selected Dealer Agreement.

Name:

Company:

[Signature Page to T-POP Selected Dealer Agreement]

Address:

City, State and Zip:

Telephone:

Email:

AGREED TO AND ACCEPTED BY THE DEALER:

(Dealer's Firm Name)

By:

Signature

Name:

Title:

Date:

[Signature Page to T-POP Selected Dealer Agreement]


SCHEDULE I ADDENDUM TO SELECTED DEALER AGREEMENT WITH TPG CAPITAL BD, LLC

Name of Dealer: _________________________________

The following reflects the subscription fee and unitholder servicing fee arrangements as agreed upon between TPG Capital BD, LLC (the “Dealer Manager”) and the Dealer, effective as of the effective date of the Selected Dealer Agreement (the “Agreement”) between the Dealer Manager and the Dealer in connection with the offering of Units of TPG Private Equity Opportunities, L.P. (the “Fund”) and TPG Private Equity Opportunities (TE), L.P. (the “Feeder” and together with the Fund, the “Partnership”). For the avoidance of doubt, any reference to Class S Units, Class D Units, Class I Units, Class R-S Units, Class R-D Units and/or Class R-I Units shall include each of the Fund’s Class S Units, Class D Units, Class I Units, Class R-S Units, Class R-D Units and Class R-I Units, and the Feeder’s Class STE Units, Class DTE Units, Class ITE Units, Class R-STE Units, Class R-DTE Units and/or Class R-ITE Units, unless otherwise indicated herein. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in the Agreement.

Subscription Fees.

The Dealer may charge upfront selling commissions, placement fees, subscription fees or similar fees (“Subscription Fee”), on purchases and sales of Units on such Dealer’s brokerage platform, as set forth in “Unit Class Election” below, to the extent the Memorandum discloses that such fees may be charged for the relevant class of Units. Any Subscription Fee, including upfront placement fees or selling commissions, charged by the Dealer in connection with its sale of Units will be charged in a manner consistent with the Memorandum and applicable law and FINRA rules. Purchases and sales of such Units may only be executed as purchases or redemptions between the Customer and the Partnership. The Dealer shall not execute trades of Units between Customers. For the avoidance of doubt, subscription funds may be transmitted to the Partnership net of any Subscription Fees.

Terms and Conditions of the Servicing Fees.

The payment of the unitholder servicing fee (“Servicing Fees”) to the Dealer is subject to terms and conditions set forth herein and the Memorandum as may be amended or supplemented from time to time. If the Dealer elects to sell Class S Units, Class R-S Units, Class D Units and/or Class R-D Units, eligibility to receive the Servicing Fee with respect to the Class S Units, Class R-S Units, Class D Units and/or Class R-D Units, as applicable, sold by the Dealer is conditioned upon the Dealer acting as broker-dealer of record with respect to such Units and complying with the requirements set forth below, including providing unitholder and account maintenance services with respect to such Units.

(i) the existence of an effective Selected Dealer Agreement or ongoing Servicing Agreement (as defined below) between the Dealer Manager and the Dealer, and

(ii) the provision of the following services with respect to the Class S Units, Class R-S Units, Class D Units and/or Class R-D Units, as applicable, by the Dealer:

1. assistance with recordkeeping, in accordance with the Dealer’s then existing requirements, including maintaining records for and on behalf of the Dealer’s Customers reflecting transactions and balances of Units owned,

2. answering investor inquiries regarding the Partnership, including distribution payments and reinvestments,

3. helping investors understand their investments upon their request, and

4. redemption requests. For the avoidance of doubt, the Dealer’s Customers shall submit redemption requests directly to the Partnership or its agent.

In connection with this provision, the Dealer agrees to reasonably cooperate to provide certification to the Partnership, the Dealer Manager, and its agents (including its auditors) confirming the provision of services to each particular class of unitholders upon reasonable request.

The Dealer hereby represents by its acceptance of each payment of the Servicing Fee that it complies with each of the above requirements and is providing the above-described services.

In the event of termination of the Agreement, the Dealer Manager and the Dealer shall promptly enter into a Servicing Agreement (as defined below) on reasonable and customary terms mutually agreed upon by the Dealer and the Dealer Manager to provide for the continuation of these services by the Dealer and the continuation of the payment by the Dealer Manager of the Servicing Fee with respect to the units for which the Dealer continues to act as broker of record.

Subject to the conditions described herein, the Dealer Manager will reallocate to the Dealer the Servicing Fee in an amount described below, on Class S Units, Class R-S Units, Class D Units or Class R-D Units, as applicable, sold by the Dealer. To the extent payable, the Servicing Fee will be payable monthly in arrears as provided in the Memorandum. All determinations regarding the Dealer’s compliance with the listed conditions in this Schedule I will be made by the Dealer Manager in good faith in accordance with the terms of this Agreement.

Notwithstanding the foregoing, subject to the terms of the Memorandum, at such time as the Dealer is no longer the broker-dealer of record with respect to such Class S Units, Class R-S Units, Class D Units or Class R-D Units or the Dealer no longer satisfies any or all of the conditions set forth above, then the Dealer’s entitlement to the Servicing Fees related to such Class S Units, Class R-S Units, Class D Units and/or Class R-D Units, as applicable, shall cease in, and the Dealer shall not receive the Servicing Fee for, that month or any portion thereof (i.e., Servicing Fees are payable with respect to an entire month without any proration). The Dealer-dealer transfers will be made effective as of the last business day of a month.

Thereafter, such Servicing Fees may be reallocated to the then-current broker-dealer of record of the Class S Units, Class R-S Units, Class D Units and/or Class R-D Units, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Selected Dealer Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”) and such Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallocation. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer is not entitled to any Servicing Fee with respect to Class I Units and Class R-I Units.

General

Servicing Fees due to the Dealer pursuant to this Agreement will be paid to the Dealer within 30 days after receipt by the Dealer Manager. The Dealer, in its sole discretion, may authorize the Dealer Manager to deposit Servicing Fees or other payments due to it pursuant to this Agreement directly to its bank account. If the Dealer so elects, the Dealer shall provide such deposit authorization and instructions in Schedule II to this Agreement.

The parties hereby agree that the foregoing Subscription Fees and Servicing Fees are not in excess of the usual and customary brokers’ commission received in the sale of securities similar to the Units, that the Dealer’s interest in the Offering is limited to (i) such Subscription Fee from its customers and (ii) Servicing Fee from the Dealer Manager or its affiliate.

The Dealer waives any and all rights to receive compensation, including the Servicing Fee, until it is paid to and received by the Dealer Manager. The Dealer affirms that the Dealer Manager’s liability for Servicing Fees is limited solely to the proceeds of the Servicing Fee receivable from the Partnership and the Dealer hereby waives any and all rights to receive any reallowance of the Servicing Fee due until such time as the Dealer Manager is in receipt of the Servicing Fee from the Partnership. The Dealer affirms that neither the Partnership nor the Dealer Manager have any obligation to the Dealer with respect to any Subscription Fees or other fees, including upfront selling commissions or placement fees, the Dealer may charge to a Customer.

The Dealer shall furnish the Dealer Manager and the Partnership with such information as shall reasonably be requested by the Partnership with respect to the fees paid to the Dealer pursuant to this Schedule I, and the Dealer shall notify the Dealer Manager if the Dealer is not eligible to receive Subscription Fees and/or Servicing Fees at the time of purchase.

Unit Class Election

CHECK EACH APPLICABLE BOX BELOW IF DEALER ELECTS TO PARTICIPATE IN THE LISTED UNIT CLASS

The Fund


☐ Class S Units	☐ Class R-S Units	☐ Class D Units
☐ Class R-D Units	☐ Class I Units	☐ Class R-I Units

The Feeder


☐ Class STE Units	☐ Class R-STE Units	☐ Class DTE Units
☐ Class R-DTE Units	☐ Class ITE Units	☐ Class R-ITE Units

The following reflects the Subscription Fee arrangement and/or the Servicing Fees as agreed upon between the Dealer Manager and the Dealer for the applicable Unit Class. Class S Units, Class R-S Units, Class D Units and/or Class R-D Units


_____ (Initials)	No upfront selling commission but dealers may charge a Subscription Fee up to 3.5% of the NAV per Class S Unit sold in the Offering	By initialing here, the Dealer hereby agrees to the terms of the Agreement and this Schedule I with respect to the Class S Units.
_____ (Initials)	Servicing Fee of 0.85% per annum of the aggregate NAV of outstanding Class S Units as of the last day of each month	By initialing here, the Dealer agrees to the terms of eligibility for the Servicing Fee set forth in this Schedule I. Should the Dealer choose to opt out of this provision, it will not be eligible to receive the Servicing Fee and initialing is not necessary. The Dealer represents by its acceptance of each payment of the Servicing Fee that it complies with each of the above requirements.
_____ (Initials)	No upfront selling commission but dealers may charge a Subscription Fee up to 3.5% of the NAV per Class R-S Unit sold in the Offering	By initialing here, the Dealer hereby agrees to the terms of the Agreement and this Schedule I with respect to the Class R-S Units.


_____ (Initials)	Servicing Fee of 0.85% per annum of the aggregate NAV of outstanding Class R-S Units as of the last day of each month	By initialing here, the Dealer agrees to the terms of eligibility for the Servicing Fee set forth in this Schedule I. Should the Dealer choose to opt out of this provision, it will not be eligible to receive the Servicing Fee and initialing is not necessary. The Dealer represents by its acceptance of each payment of the Servicing Fee that it complies with each of the above requirements.
_____ (Initials)	No upfront selling commission but dealers may charge a Subscription Fee up to 1.5% of the NAV per Class D Unit sold in the Offering	By initialing here, the Dealer hereby agrees to the terms of the Agreement and this Schedule I with respect to the Class D Units.
_____ (Initials)	Servicing Fee of 0.25% per annum of the aggregate NAV of outstanding Class D Units as of the last day of each month	By initialing here, the Dealer agrees to the terms of eligibility for the Servicing Fee set forth in this Schedule I. Should the Dealer choose to opt out of this provision, it will not be eligible to receive the Servicing Fee and initialing is not necessary. The Dealer represents by its acceptance of each payment of the Servicing Fee that it complies with each of the above requirements.
_____ (Initials)	No upfront selling commission but dealers may charge a Subscription Fee up to 1.5% of the NAV per Class R-D Unit sold in the Offering	By initialing here, the Dealer hereby agrees to the terms of the Agreement and this Schedule I with respect to the Class R-D Units.
_____ (Initials)	Servicing Fee of 0.25% per annum of the aggregate NAV of outstanding Class R-D Units as of the last day of each month	By initialing here, the Dealer agrees to the terms of eligibility for the Servicing Fee set forth in this Schedule I. Should the Dealer choose to opt out of this provision, it will not be eligible to receive the Servicing Fee and initialing is not necessary. The Dealer represents by its acceptance of each payment of the Servicing Fee that it complies with each of the above requirements.

IN WITNESS WHEREOF, the parties hereto have caused this addendum to be executed as of the date first written above.

“DEALER MANAGER”

TPG CAPITAL BD, LLC

By:
Name:
Title:

“DEALER”

(Print Name of Dealer)

By:
Name:
Title:

[Signature Page to T-POP Schedule I to Selected Dealer Agreement]


SCHEDULE II TO SELECTED DEALER AGREEMENT WITH TPG CAPITAL BD, LLC

NAME OF ISSUER: TPG PRIVATE EQUITY OPPORTUNITIES, L.P.

TPG PRIVATE EQUITY OPPORTUNITIES (TE), L.P.

NAME OF DEALER:

SCHEDULE TO AGREEMENT DATED:

The Dealer hereby authorizes the Dealer Manager or its agent to deposit servicing fees and other fees due to it pursuant to the Selected Dealer Agreement to its bank account specified below. This authority will remain in force until the Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager deposits funds erroneously into the Dealer’s account, the Dealer Manager is authorized to debit the account with no prior notice to the Dealer for an amount not to exceed the amount of the erroneous deposit.

Bank Name:

Bank Address:

Bank Routing Number:

Account Number:


“DEALER” (Print Name of Dealer) By: Name: Title: Date:


SCHEDULE III TO SELECTED DEALER AGREEMENT WITH TPG CAPITAL BD, LLC

[APPROVED NON-U.S. JURISDICTIONS]


SCHEDULE IV TO SELECTED DEALER AGREEMENT WITH TPG CAPITAL BD, LLC

OFFERING CERTIFICATE

[DATE]

[__], together with its affiliates (“Dealer”), hereby certifies to TPG Private Equity Opportunities, L.P. and TPG Private Equity Opportunities (TE), L.P. (collectively, the “Partnership”) as follows:

1. The limited partnership units (the “Units”) in the Partnership, have not been offered by Dealer by any form of general solicitation or general advertising, including (without limitation) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and any seminars or meetings whose attendees have been invited by any general solicitation or advertising.

2. Dealer has maintained an accurate record of all offerees to whom Dealer has distributed a copy of the Memorandum relating to the Partnership.

3. None of (i) Dealer, (ii) any person who through Dealer has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of securities, (iii) any general partner or managing member of any person described in (i) or (ii), or (iv) any director, executive officer or other officer participating directly or indirectly in the offering of the Units, of any person described in (i), (ii) or (iii) (each, a “Covered Person”) are subject to an event described in Rule 506(d)(1)(i)-(viii) of Regulation D promulgated under the U.S. Securities Act of 1933, as amended (“Disqualifying Events”), except (i) any Waived Disqualifying Events disclosed in Schedule V of this Selected Dealer Agreement or (ii) as set forth in any notice required by Section 5(xvii) and Section 5(xix) of this Selected Dealer Agreement. The Waived Disqualifying Event(s) will not cause the Partnership to be disqualified from reliance upon Rule 506 as a result of the Dealer’s (and its related persons’) participation in the offering of the Units. For purposes of the foregoing, “director”, “officer” and “executive officer” will have the meanings ascribed to them in Rule 405 of the U.S. Securities Act of 1933, as amended.

4. The Dealer has provided the Partnership with a copy of the applicable waiver, order, judgment or decree granted under Rule 506(d)(2)(ii)-(iii) with respect to a Waived Disqualifying Event. To the extent that a condition of a waiver, order, judgment or decree applicable to a Waived Disqualifying Event requires disclosure to prospective investors in the Partnership, the Dealer agrees that the description on Schedule V hereto of the Waived Disqualifying Event complies with the requirements of the applicable waiver, order, judgment or decree granted under Rule 506(d)(2)(ii)-(iii) and the Dealer authorizes the disclosure of any descriptions on Schedule V to current and prospective investors of the Partnership.

5. The Dealer will notify the Partnership promptly in writing (i) if any of the information contained in this certificate becomes untrue or incomplete at any time or (ii) should it become aware of any

Covered Person becoming the subject of or otherwise involved in any matter that would be reasonably likely upon resolution thereof to result in a Disqualifying Event.

This Certificate is delivered for the benefit of the Partnership and Simpson Thacher & Bartlett LLP only, and may not be relied upon by any other person for any purpose whatsoever.

[Rest of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date

first written above.

(Print Name of Dealer)

By:

Name:

Title:


SCHEDULE V TO SELECTED DEALER AGREEMENT WITH TPG CAPITAL BD, LLC

DISCLOSURE OF DISQUALIFYING EVENT

[___]1

The parties agree that additional disclosures may be added to this Schedule V at a future date with the consent of the parties. The parties further agree that all disclosures provided as part of this Schedule V will be provided to potential investors consistent with the requirements of Regulation D of the Securities Act.

1 Note to Dealer: Please provide or confirm that Dealer is not subject to disqualifying events.


SCHEDULE VI TO SELECTED DEALER AGREEMENT WITH TPG CAPITAL BD, LLC2

AML LETTER

2 Note to Dealer: Please provide your standard letter describing your AML and sanctions program.


SCHEDULE VII TO SELECTED DEALER AGREEMENT WITH TPG CAPITAL BD, LLC

MARKETING RULE DISCLOSURE STATEMENT

The Dealer acts as a placement agent in connection with the offering and sale of the securities of the Fund and the Feeder to current and prospective clients of the Dealer or its affiliates (the “Investors”). The Dealer will receive cash compensation from the Dealer Manager or one or more affiliates thereof for its activities as placement agent as described in the Dealer’s point of sale letter. In addition, the Dealer, its affiliates or employees may have additional relationships with the Dealer Manager (and, together with its affiliates, the “Sponsor”), including as an investor in the Fund, one or more Feeders or other investment vehicles managed by the Dealer Manager or an affiliate thereof or as a client of the Dealer Manager or an affiliate thereof. The payment of cash compensation to the Dealer, and any additional relationships that Dealer or its affiliates may have with the Dealer Manager or its affiliates or other investment vehicles managed by the Dealer Manager or an affiliate thereof, create material conflicts of interest for the Dealer in its role as placement agent.

Document

Exhibit 31.1

I, Jack Weingart, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 of TPG Private Equity Opportunities, L.P. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2025



/s/ Jack Weingart
Jack Weingart
Chief Executive Officer

Document

Exhibit 31.2

I, Matt White, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 of TPG Private Equity Opportunities, L.P. (the “registrant”);

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2025



/s/ Matt White
Matt White
Chief Financial Officer

Document

Exhibit 32.1

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of TPG Private Equity Opportunities, L.P. (the “Company”) for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack Weingart, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certificate is being furnished solely for the purposes of 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Date: August 7, 2025



/s/ Jack Weingart
Jack Weingart
Chief Executive Officer

Document

Exhibit 32.2

CERTIFICATION BY THE CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of TPG Private Equity Opportunities, L.P. (the “Company”) for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matt White, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certificate is being furnished solely for the purposes of 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Date: August 7, 2025



/s/ Matt White
Matt White
Chief Financial Officer