Breakwall Investment Advisor LLC

Item 5          Fees and Compensation

         Breakwall’s fees and expenses are described generally below and detailed in each
         investor’s advisory agreement or applicable account documents as well as, with respect to
         each private Fund, in that Fund’s Governing Documents. Governing Documents for the
         Funds describe such fees, compensation, and expenses in much greater detail. Investors in
         the Funds should refer to the relevant Fund’s Governing Documents for an accurate
         description of such Fund’s fees, compensation, and expenses.

         Our Firm or our affiliates typically receive compensation from our Funds based on a
         percentage of assets we manage and performance-based compensation in the form of
         “carried interest” or a performance allocation.

         Breakwall assesses a management fee on committed and/or invested capital in our Funds.
         We generally refer to “committed capital” as commitments to legally binding,
         income-producing obligations to provide capital, whether funded or unfunded. The fees
         will range between 1% to 1.5% of the capital commitments or, depending on the current
         stage in the term of the applicable fund, the cost basis of investments or total deal
         commitments with respect to each of our Funds, in each case as specified in the relevant
         Fund’s Governing Documents. Such fees are paid regardless of the performance of, and
         the number of investments that are made, during such period.

         Breakwall receives a carried interest or performance fee as performance-based
         compensation from each of our Funds except certain co-investment vehicles. Our carried
         interest currently ranges from 10% to 20%. The particular fees and compensation relevant
         to a private investment fund or other investment vehicle are disclosed to investors in the
         Governing Documents for the relevant Fund or other investment vehicle.

         From time to time, we may in the future enter into side letters or other written
         understandings with individual investors that have the effect of establishing rights under,
         or altering or supplementing, the terms of a particular Fund’s partnership agreement or
         other relevant Governing Documents. The altered terms may include but are not limited
         to fees, incurrence of expenses, transparency, transfer rights, excuse rights (which may
         increase the percentage interest of other investors in, and contribution obligations of other

investors with respect to, such investments) or notice requirements. Our Firm and our
affiliates do not impose a uniform schedule of management fees or performance-based
compensation for all Funds.

Our compensation is subject to a waiver and/or reduction at our sole discretion. Our Firm,
our affiliates and certain of our professionals may in the future invest, in investment
vehicles advised by us. Our principals and employees are not subject to management fees
or carried interest on their direct or indirect investment in our Funds. If our Firm, our
affiliates, or our professionals are investing in an investment vehicle sponsored by us, any
actual or potential fee waiver is disclosed to potential investors in the offering materials for
the particular investment vehicle.

Asset-Based Fees

Investors in our Funds will indirectly pay the management fees by way of capital
contributions to the Funds according to their capital commitments and/or their invested
capital. Under the Funds’ Governing Documents, the management fee will be calculated
and charged on a basis that generally is not tied to the fund’s then-current net asset value.
As further specified in the relevant Governing Documents, management fees will generally
be charged based on a formula tied to the amount of the relevant Fund’s aggregate
committed capital or the cost basis of investments made by the relevant Fund. We generally
refer to “committed capital” as commitments to legally binding, income producing
obligations to provide capital, whether funded or unfunded. As a result, except where the
Governing Documents expressly provide to the contrary, the amount of management fees
generally will not correspond with fluctuations in the fund’s net asset value, including
where the fair market value of an investment exceeds or falls below the total amount of
committed capital or the cost basis relating to such investment. Therefore, the management
fee generally will not be reduced in connection with any partial distributions, partial
realizations, reorganizations and write downs unless the amount of committed capital is
reduced or except as required by the relevant Governing Documents. In general, each year,
we charge management fees quarterly in advance. Investors in our Funds will pay these
fees to our Funds pursuant to capital calls made by our Funds. Should our management
services be terminated prior to the complete rendering of services for the period, we would
refund to the relevant Funds an amount of their management fees pro-rated from the date
of our termination to the end of the period to which the advance fee covered. The relevant
Funds would then refund such an amount to their investors based on the amount of
management fees paid by them.

The Funds’ Governing Documents set forth the full list of terms under which a Fund’s
management fee will be reduced, offset, or otherwise be limited, and consequently
investors should expect to bear the full specified management fee in the relevant Governing
Documents until they are reduced in the circumstances and on the date(s) specified therein.

From time to time and as permitted by the Governing Documents, we may provide to
certain current or prospective investors in our Funds or other persons, including other
sponsors, market participants, finders, consultants, service providers, Breakwall personnel,
...

Item 7          Types of Clients

         Our Funds rely on certain exceptions from the definition of “investment company” in the
         Investment Company Act of 1940, as amended (the “1940 Act”); accordingly, none of our
         Funds are registered as an investment company under the 1940 Act. Investors participating
         in our credit funds generally include institutional and other sophisticated investors, such as
         individuals, certain banks or thrift institutions, sovereign wealth funds, pension and
         profit‑sharing plans, trusts, estates, endowments, charitable organizations or other
         corporate or business entities (which may include entities that are owned, directly or
         indirectly, by principals or other employees of Breakwall or its affiliates). In some cases,
         private equity professionals from other firms or other service professionals may also be
         investors in our Funds. Our clients currently consist primarily of private credit funds and
         related sponsor and feeder vehicles (including Breakwall Energy Credit Partners Fund,
         L.P., Valor Upstream Credit Partners, L.P., Valor Upstream Credit Partners II, L.P., Valor
         Mining Credit Partners, L.P. and Valor Mining Credit Partners II, L.P.).

         Our Firm determines in its sole discretion any requirements for entering into an investment
         advisory contract with a Fund or otherwise opening or maintaining an account, including
         whether a private fund is large enough to implement its desired investment program.

         Typically, the Funds will require minimum investment amounts ranging from $5 million to
         $10 million, but such amounts can be reduced with the prior agreement of Breakwall,
         subject to applicable legal requirements. Fund interests will be offered and sold generally
         to investors that are (i) “accredited investors” as defined under Regulation D of the
         Securities Act of 1933, as amended and (ii) “qualified purchasers,” “qualified clients” or
         other “knowledgeable employees” of Breakwall, in each case as defined under the 1940
         Act or the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as
         applicable.

Item 8          Method of Analysis, Investment Strategies and Risk of Loss

         In managing our Funds, we will employ methods of analysis and investment strategies
         suitable for each Fund’s investment objective as summarized below. More detailed
         descriptions of each Fund’s investment methods of analysis and investment strategies are
         included in the Fund’s Governing Documents. There can be no assurance that Breakwall
         will achieve the investment objectives of a fund and loss of investment capital is possible.

                Investment Strategies

Our Firm, on behalf of our Funds, invests primarily in directly originated first lien term
loans made to small to mid-sized energy and mining companies. We also may participate
in secondary credit investments from time to time. We source investments worldwide.

The below investment activities will be focused on debt instruments of North American
companies and will generally not include investments in preferred or common equity
securities, except as described below. In particular, the Funds’ investments will be
predominantly providing senior secured financing alternatives to small and mid-sized
energy companies. In the future, the Funds may also invest in individual debt instruments
of companies trading at distressed levels but that we believe are fundamentally sound or
acquire existing loans from banks on an opportunistic basis. We vary the investment
programs within the energy and mining sectors according to our Funds’ needs. In addition,
we may engage in any combination of the following investment strategies:

   investing in debt instruments, including, among others:

    o debt instruments made in connection with an investment in equity or equity-related
      securities such as warrants,

    o debt investments with a view to a restructuring in which we anticipate that our client
      will receive an equity interest, and

    o debt investments that are equity-linked investments such as convertible securities,

   investing in non-U.S. securities,

   investing in emerging markets,

   investing in small capitalization companies,

   royalty interests or mineral production payments,

   borrowing/leveraging, including short-term bridge loans (on an unsecured basis),

   hedging, credit, currency, commodity price and/or interest rate exposure, and

   investing in or with other partnerships and entities.

Most of the above strategies involve medium to long-term investment in debt instruments
with some investment in swaps, commodities and property interests.

From time to time, we may in the future make short-term investments on behalf of Funds
for cash management purposes that may include investments in bank depository products,
commercial paper and government securities. Other investments may take the form of
privately negotiated investment instruments including unregistered debt from both foreign
and domestic issuers. We describe material risks relevant to our investment strategies
below.