Arias Resource Capital Management LP

FEES AND COMPENSATION

With respect to the Clients, the Investment Adviser is compensated with an annual 2%
management fee, payable quarterly in advance, and 20% carried interest (received by the
General Partner, which is an affiliate of the Investment Adviser).

Each Client pays to the Investment Adviser an annual management fee (the "Management
Fee"), payable quarterly in advance. In Fund II and Fund Mexico, during the period
beginning on the initial closing date and ending on the earliest of (A) the end of the
commitment period2, (B) the date that the Client is fully invested (as further specified in the
applicable Client's LPA), and (C) a successor fund to the Client has accepted capital
commitments of at least $100 million in the aggregate (such earliest date, the "Step-Down
Date"), the Management Fee will equal 0.5% (2% annualized) of the committed capital to
such Client excluding committed capital, of the General Partner and certain affiliates. After
the Step-Down Date, the Management Fee will be equal to 0.5% (2% annualized) of the
aggregate capital contributions made for investments by such Client reduced by the sum of
(x) the cost basis of each Partnership investment or portion thereof that has been disposed
plus (y) the cumulative amount of any write-offs of each investment, or portion thereof, that
has been written-off by the applicable Client as a result of a permanent impairment of value
of such investment, in each case to the extent such amounts are attributable to the limited
partners (the "Limited Partners") of such Client (excluding certain affiliates of the General
Partner). As of February 16, 2022, the Management Fee for Fund II and Fund Mexico is
equal to 0.25% (1% annualized) of the aggregate capital contributions made for investments
by such Client reduced by the sum of (x) the cost basis of each Partnership investment or
portion thereof that has been disposed plus (y) the cumulative amount of any write-offs of
each investment, or portion thereof, that has been written-off by the applicable Client as a
result of a permanent impairment of value of such investment, in each case to the extent such
amounts are attributable to the Limited Partner.

The Investment Adviser through its personnel receives certain directors' fees from portfolio
companies of Clients and may also receive certain advisory fees, organization or success fees,
or break-up fees from portfolio companies of Clients. In Fund II and Fund Mexico, 100% of
such fees will be applied to reduce the Management Fee. The Investment Adviser may waive,
reduce or calculate differently any portion of the Management Fee with respect to any
Limited Partner.

In addition, the General Partner is entitled to receive a carried interest distribution from the
applicable Client equal to 20% of the profits of such Client, which is calculated after the
Limited Partners of such Client receive a total return of their capital contributions to such
Client and a preferred return equal to 8% per annum, compounded annually, on their capital
contributions to such Client, subject to catch-up payments to the General Partner after such

    Generally defined as the period from the initial closing date of a client fund vehicle through the earlier of
    (i) the fourth anniversary of the initial closing date or final closing date, (ii) the date on which the
    commitment period is terminated by vote of a requisite percentage of limited partners of a Client following
    occurrence of a key man event and (iii) the date on which the commitment period is terminated by vote of
    limited partners of a Client representing at least 80% of the limited partners' capital commitments with or
    without reason.

preferred return payments are made to such Limited Partners. The General Partner may
waive, reduce or calculate differently any portion of the carried interest with respect to any
Limited Partner.

The Clients pay costs and expenses, such as organizational and offering expenses, the
Management Fee, fees of the administrator, all costs and expenses incurred in connection
with the actual or proposed making, financing, holding, monitoring, hedging, management or
sale of any investment (whether or not such investment or transaction is ultimately
consummated), including, without limitation, brokerage commissions (please see Item 12 for
a description of ARCM's brokerage practices), finder's fees, spreads, mark-ups, clearing and
settlement costs, investment banking fees, short dividends, commitment fees, financing costs,
interest expense, broken deal expenses and other transactional charges, consultants',
accountants' and other experts' fees, travel and entertainment expenses incurred for
investment-related purposes (such as airfare (first/business class travel) and other
transportation costs and fees, and meals and lodging), legal and due diligence expense,
insurance costs (including, without limitation, directors' and officers' insurance, errors and
omissions insurance, professional liability and other similar policies) and custody expenses.
In addition, each Client pays all of its respective operating expenses, such as fees and
expenses incurred in connection with investments in other investment funds or joint ventures,
legal, accounting, audit and tax preparation expenses, administrative expenses, consulting
expenses, appraisal expenses, expenses related to preparing, printing and disseminating
periodic reports to its partners and other printing and mailing costs, market information
systems and computer software expenses, fees of pricing services and financial modeling
services, filing fees, advisory board expenses, expenses of meetings of its partners (such as
venue, audio visual and sound, meals, entertainment, and for representatives of investors
appointed to a Client's Advisory Board, airfare (first/business class travel), transportation
costs and fees, meals and lodging), wind-up and liquidation expenses and any extraordinary
...

TYPES OF CLIENTS

The Investment Adviser provides investment advice to pooled investment vehicles (e.g.,
offshore private equity funds) on a private placement basis. The offering documents of each
Client set minimum amounts for investment by investors. These minimum amounts may be,
and in certain circumstances have been, waived by the General Partner of each Client.