Item 5 Fees and Compensation
We receive certain fees, incentive allocations and other compensation from each Fund, as well as
reimbursement for certain expenses as more fully described in each Fund's offering materials,
partnership agreements or investment management agreement. As described below, the fees and terms
applicable to a particular investor may vary and, in certain cases, may be negotiable. Fees and expenses
are more fully described in each Fund’s offering materials, governing documents and/or investment
management agreements.
The Investment Managers for Mine I, Mine I-A, Mine II, Mine III, Mine IV and OIV receive a quarterly
management fee, payable in advance, initially based on capital commitments and then based on funded
commitments subsequent to the investment period of the fund. Mine I management fees are equal to
an annual rate of 2%. Mine I-A management fees are equal to an annual rate of 2%. Investors in Mine I
that invest in Mine I-A do not pay Mine I-A management fees. Mine II, Mine III and Mine IV management
fees are equal to an annual rate up to 1.75%. OIV management fees are equal to an annual rate of
2.00%. Certain investors in each fund may pay a lower rate based on the timing of their investment
(early investors), size of the investment or other considerations. Orion may waive or reduce fees for
individual investors in the Funds at its sole discretion.
Each General Partner of Mine I, Mine I-A, Mine II, Mine III, Mine IV and OIV receives an incentive
allocation equal to 20% of the net profits of such fund after a “preferred” return is realized.
OMR will charge a management fee equal to 1.00% per annum of funded commitments in OMRF, paid
quarterly in advance, to any investor that is not also an investor in Mine III. OMRF will also pay OMR a
Monitoring Fee equal to $200,000 per annum paid in advance. The Monitoring Fee is in place to
compensate OMR for certain middle and back office services (e.g. accounting and operations) provided
to OMRF with respect to the ongoing oversight and maintenance of the portfolio investments of OMRF.
This Monitoring Fee is not subject to any management fee offset. The general partner of OMRF receives
an incentive allocation equal to 15% of the current proceeds of the fund generated from its royalty
investments, after the investor receives a preferred return and 20% of any proceeds resulting from a
disposition of an investment after the investor receives a preferred return.
Orion will receive a quarterly management fee from CMC as detailed in the investment management
agreement. Management fees are initially based on capital commitments and then based on net
invested capital subsequent to the investment period. Orion CMC GP I LLC, the general partner of CMC,
will receive an incentive allocation equal to 20% of the net profits after a “preferred” return is realized.
We may receive other fees, including transaction, directors, consulting, monitoring, closing, topping,
break-up and other similar fees, but not transaction-based compensation or investment banking fees,
which will be applied to reduce the management fees or paid to the applicable fund as disclosed in the
offering materials.
The Co-Investment Vehicles (other than CMC) will generally not be charged fees on amounts invested by
current investors in the Funds but may charge fees to other third-party investors and are subject to
costs and expenses related to the relevant investment.
We may waive or reduce fees and/or change allocations in our sole discretion, including with respect to
affiliates, as long as this does not result in unaffiliated investors incurring significant disadvantages.
Fees due to the Investment Managers are calculated by the administrator of each Fund. The fees are
deducted from the accounts of the Funds by their administrators, upon authorization from the Funds,
and paid to the Investment Managers.
ORP USA, ORP UK and ORP Aus receive sub-advisory fees from each Investment Manager (directly or
indirectly) at the beginning of every calendar quarter based upon an amount of money for the sub
advisory services they provide to the Investment Manager, which are used to fund their operations.
Investors do not pay any sub-advisory fees to ORP USA, ORP UK or ORP AUS.
Orion and its officers, partners and employees do not accept compensation for the sale of investment
products.
The Funds are subject to costs and expenses, in addition to the fees described above. The costs and
expenses are described in more detail in the applicable limited partnership agreement and/or private
placement memorandum of each Fund. They generally include, but are not limited to, organization and
offering expenses, investment related costs, banking fees, audit and accounting fees, legal and
regulatory fees, administrative fees, other service provider fees, consulting fees, banking fees, insurance
premiums and fees, brokerage fees and commissions, merchanting fees (including merchanting fees
paid to OMS, an affiliate of Orion), transactional/trading costs and any expenses related to potential and
existing investments, investment and operations related travel and entertainment expenses, research
costs, consulting costs, due diligence costs, broken deal expenses, custody fees, interest charges,
external research expenses, registration costs, indemnification expenses, valuation fees, taxes, travel
fees and costs, investor reporting costs, annual meeting and board costs, advisory committee fees,
extraordinary fees and litigation expenses. The Funds also pay a pro rata share of D&O/E&O liability
insurance premiums maintained by Orion. These fees and expenses are borne by the Funds (and
therefore indirectly by investors), and may be in addition to fees and expenses that a particular investor
may bear at the investor level (for example, certain taxes, legal, or other professional fees) as described
in the Fund’s governing documents.
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