Equinox Partners Investment Management LLC

Item 5 - Fees and Compensation

      A.       Our fees and compensation are described in the advisory contracts we enter into
      with our Clients.

      Equinox Partners: We receive a management fee in advance on the first day of each
      fiscal quarter in an amount equal to the sum of (i) one-half of one percent (0.50%) of the
      first $5,000,000 of net assets of Equinox Partners per calendar quarter, (ii) three-eighths of
      one percent (0.38%) of the next $5,000,000 of net assets of Equinox Partners per calendar
      quarter, and (iii) one-quarter of one percent (0.25%) of the net assets of Equinox Partners
      in excess of $10,000,000 per calendar quarter. Equinox Asset Management, LLC (“EAM”)
      and Equinox Principals LLC (“Equinox Principals”), our affiliates, receive performance-
      based allocations generally as of the end of each fiscal year in an aggregate amount equal

Equinox Partners Investment Management LLC Form ADV: Part 2A                               Page 5

      to 20% of the appreciation credited to the capital account of each limited partner for such
      fiscal year, subject to a high-water mark.

      Equinox International: We receive a management fee in advance on the first day of each
      fiscal quarter in an amount equal to 0.375% (approximately 1.5% per annum) of the
      beginning capital account balance of each limited partner's capital account for such fiscal
      quarter. We waive the management fee at the Equinox Partners level with respect to
      Equinox International’s investment therein. Equinox International is subject to the 20%
      performance-based allocation at the Equinox Partners level and is not subject to a
      performance-based allocation at the Equinox International level.

      Kuroto Fund: We receive a management fee in advance on the first day of each fiscal
      quarter in an amount equal to 0.375% (approximately 1.5% per annum) of the beginning
      capital account balance of each limited partner's capital account for such fiscal quarter.
      EAM and Equinox Principals receive performance-based allocations generally as of the
      end of each fiscal year in an aggregate amount equal to 15 - 20% (based upon share class)
      of the appreciation credited to the capital account of each limited partner for such fiscal
      year, subject to a high-water mark.

      Kuroto International: We receive a management fee in advance on the first day of each
      fiscal quarter in an amount equal to 0.375% (approximately 1.5% per annum) of the net
      asset value of the shares of Kuroto International on the first day of each calendar quarter.
      We waive the management fee at the Kuroto Fund level with respect to Kuroto
      International’s investment therein. Kuroto International is subject to a 15% - 20% (based
      on share class) performance-based allocation at the Kuroto Fund level and is not subject to
      a performance-based allocation at the Kuroto International level.

      Mason Hill Partners: We receive a management fee in advance on the first day of each
      fiscal quarter in an amount equal to 0.35% (approximately 1.4% per annum) of the
      beginning capital account balance of each limited partner's capital account for such fiscal
      quarter.

      Precious Metals Fund: We receive a management fee quarterly in advance on the first
      day of each calendar quarter in an amount equal to 0.20% (approximately .80% on an
      annualized basis) as of such date. The Precious Metals Fund is subject to a 10% incentive
      fee for Class A shares/interests.

      As permitted by the governing documents of the Funds, we may elect to waive all or part
      of the management fee and/or performance-based allocation with respect to the Advisor,
      its affiliates, their respective principals/employees, and any immediate family member,
      former spouse or next of kin thereof.

      B.      We deduct our management fees from the Funds quarterly in advance. Generally,
      Equinox Partners or an affiliate receives performance-based allocations or performance fee
      income from Client accounts on an annual basis in arrears and upon redemptions by
      investors in the Funds.

Equinox Partners Investment Management LLC Form ADV: Part 2A                                    Page 6

      C.       The Funds generally bear (i) all expenses associated with the ongoing
      administration of the Funds, including legal and accounting fees, (ii) all expenses incurred
      in connection with communications with investors and the ongoing offer and sale of
      interests in the Funds, (iii) all third party administration, accounting, tax preparation, audit,
      bookkeeping, governmental fees and taxes and legal and compliance fees and expenses of,
      or relating to, the Funds, and (vi) all trading and investment related costs and expenses
      (e.g., brokerage commissions, margin interest, expenses related to short sales, custodial
      fees and clearing and settlement charges). (See Item 12 “Brokerage Practices” below.)

      We may also allocate a portion of certain Clients’ capital to money market funds or
      exchange traded funds or private investment funds and accounts that are managed by other
      investment managers. In addition to the fees and expenses discussed above, investors will
      indirectly incur similar fees and expenses if we invest Clients’ capital in such money
      market funds, exchange traded funds or private investment funds, as these funds in turn
      pay similar fees to their investment managers and other service providers.

      Accounts that are separately managed generally bear fees, commissions and other expenses
      of brokers, dealers, Prime Brokers, Custodians, any third-party proxy voting service
      retained by Equinox Partners in respect of the Account, corporate action service,
...

Item 7 - Types of Clients

      We provide investment advice to clients that are private investment funds and separately
      managed accounts. Fund investors are generally high net worth individuals and
      institutional investors that qualify as “accredited investors” (as defined in Rule 501 under
      the Securities Act of 1933, as amended) and, for certain funds, “qualified purchasers” (as
      defined under the 1940 Act).

      The minimum investment in Equinox Partners, Equinox International, Kuroto Fund,
      Kuroto International, and the Precious Metals Fundis $2 million and the minimum
      investment in Mason Hill Partners is $1 million. We and our affiliates have the discretion
      to accept lesser amounts.