Valor Advisors LLC

Item 5 – Fees and Compensation
  A. Fees

     FEE SCHEDULE. For the discretionary and non-discretionary portfolio management services,
     generally, the Firm charges an annualized 1.0% advisory fee for those portfolios with assets under
     management of up to US$50,000,000 and an annualized 0.75% for those portfolios with assets
     under management equal to or exceeding US$50,000,000. Fees are based on the assets under the
     management of Valor for the particular account. Where the client is invested in private equity
     funds, generally, during the commitment period, the fee for that portion of the account allocation
     will be based on the invested amount as well as the amount of any unfunded commitment. After
     the expiration of the commitment period, the fee for that portion of the account allocation will be
     based on the amount invested. Fees will be charged quarterly and in arrears. The quarterly fee is
     based upon the market value of all assets held within the client's account on the last business day
     of the calendar quarter and is calculated based on the actual number of days in the quarter. For the
     first calendar quarter, fees will be adjusted pro rata based on the number of calendar days for which
     the advisory agreement was effective. Any contributions and/or withdrawals made during a
     calendar quarter may result in an adjustment to the advisory fee.

     Alternatively, for certain discretionary management services, as agreed to by the client, the Firm
     charges (a) a base fee of up to an annualized 1.0% of the aggregate value of the managed accounts,
     charged quarterly and in arrears and based upon the percentage of the market value of all assets
     held within the managed accounts on the last business day of each calendar quarter and calculated
     based on the actual number of days in the quarter and (b) a performance-based fee. The

performance fee is charged only if the performance of the managed accounts over the prior calendar
year (based on the average of the quarter end values of the managed accounts during that year) is
at least 4.0 percent. If the performance is at least 4.0% but less than 7.0%, an additional fee of up
to 0.35% of the aggregate value of the managed accounts is charged. Or, if the performance is
greater or equal to 7.0%, an additional fee of up to 0.70% of the aggregate value of the managed
accounts is charged. These performance-based fees are payable in January following the applicable
calendar year end.

For the non-discretionary management services or investment consulting services, the Firm may,
alternatively, charge a fixed fee or may require a minimum amount to be paid on a quarterly basis.
The amount of the fixed fee or the minimum account fee will depend on the nature and the
complexity of the services to be provided. If paying a fixed fee, the quarterly fee will be charged
in arrears. The first quarterly fee will be due on the first day of the first calendar quarter following
the execution of the advisory agreement. The first quarterly fee will be prorated based on the
number of calendar days for which the advisory agreement was effective.

If the quarterly fee is based on assets under management and is subject to a minimum fee, we will
notify the client quarterly of any deficit to be paid.

Lower advisory fees may be negotiated on an individual account basis. As a result, clients with
similar assets may have differing fee schedules and pay different fees. The advisory services
commence on the date on which the advisory agreement is signed by us and the advisory account
is funded.

HOW FEES ARE COLLECTED. For the discretionary and non-discretionary portfolio
management services, typically, we will invoice the client directly for the fees due and the client
selects an account from which the fees will be debited. Alternatively, the account will be debited
in the amount of the scheduled advisory fee. In the latter case, we collect the fees from the amount
of any contribution or transfer, from available cash in the client's account, or by liquidating the
client's assets held in the client's account in an amount equal to the fees that are due.

FEE SCHEDULE MODIFICATIONS. We reserve the right to adjust the fee schedule upon thirty
(30) days' prior written notice to the client. The client will likely be charged a pro rata fee in the
event the client's service is terminated on a day other than the last business day of the calendar
quarter. In that event, the pro rata fee will be due and payable upon termination of the service.

FEE FOR CONSULTING SERVICES. We provide business consulting services for a fixed fee
that is negotiated with the client. The fee is based on the complexity of the transaction or financial
matter and the scope of work. For consulting services regarding funds, liabilities, loans, and
investments, we charge an ongoing fee based on the value of the accounts including the amount of
any loan obtained by the client for the accounts. This fee is negotiated with the client based on the
complexity of the arrangements involved and the time we believe we’ll need to expend performing
the agreed-upon services. We also charge an administrative fee each time a disbursement is made
and this fee is a percentage (that is negotiated with the client) of the disbursement amount.

FEE FOR STATEMENT CONSOLIDATION SERVICES. We charge a fee based on the value of
assets in the accounts. The fee may be charged monthly or quarterly. The fee rate and frequency
will be negotiated with the client and will depend upon the number of accounts to be included in
the consolidation services, the aggregate value of the accounts, and the reporting frequency.

LOWER FEE DISCLOSURE. Lower fees for comparable management or other services may be
available from other sources.

    B. Termination of Service

        In connection with the discretionary and non-discretionary portfolio management services, upon
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Item 7 – Types of Clients
Generally, we offer advisory services to high net worth individuals, trusts, estates, organizations, or
corporations or other business entities domiciled or residing in the United States or abroad. Our primary
client base consists of ultra-high net worth families domiciled in Latin America.

We do not impose a minimum account value requirement for clients to subscribe to our advisory services.
However, in order to select a performance-based fee arrangement, clients must satisfy certain financial
criteria or otherwise meet the definition of “qualified client” as prescribed by the SEC. Generally, a person
is considered a “qualified client” if they have at least $1.1 million in assets under the management of the
Firm immediately after entering into the advisory agreement or a net worth of more than $2.2 million,
excluding the value of their primary residence. These thresholds are periodically adjusted for inflation by
the SEC.