Item 5: Fees and Compensation
Accord receives a $5,000 per annum fee billed quarterly, in advance for its investment advisory services
to the separate account.
Accord or its affiliated General Partner entities plan to launch the Fund and expect to receive fees from
the Fund and their portfolio companies in connection with the Firm’s investment management services.
The Firm, through the affiliated General Partner entity for the Fund has the right and ability to modify the
fees paid by their respective limited partnerships. Fees are negotiable on a case-by-case basis.
Additionally, consistent with the operative documents of a Fund, the Fund typically bears certain out-of-
pocket expenses incurred by Firm in connection with the services provided to the Fund and/or the
portfolio companies. Further details about certain fees and expenses are set forth in more detail below.
Investors should review the applicable Fund’s governing documents for details regarding fee structure
and expenses.
Management Fees
Subject to the terms and conditions of the Agreement of Limited Partnership of each entity comprising the
Fund (collectively, as amended, restated, waived or otherwise modified from time to time, the
“Partnership Agreement”) between Accord’s affiliated General Partner entities and the limited partners in
the Fund (individually “Limited Partner” and collectively “Limited Partners”), Accord is expected to
receive a management fee for the Fund as set out in the respective Partnership Agreement (the
“Management Fee”). Generally, these fees are payable quarterly and equal 2% of the Fund’s capital
commitments (“Commitments”) or invested capital. The fees borne by the Fund, at times, may be reduced
in certain circumstances during a Fund’s term. The Management Fees and other fees and distributions
described herein may be subject to modification, waiver or reduction by Accord in its sole discretion, both
voluntarily and on a negotiated basis with selected investors via side letter and/or other arrangements,
which may not be disclosed to all other investors in the same Fund. The fee structures described herein
may be modified from time to time.
Fees may differ from one Fund to another and could potentially vary among investors in the Fund.
Management Fees paid by a Fund will be indirectly borne by investors in such Fund. Management Fees
billed to and received from the Funds generally accrue and become payable quarterly in advance and will
be prorated on a daily basis for partial fiscal quarters.
The General Partner (or its affiliates) may in its discretion: (i) receive performance-based compensation
(such as carried interest or performance allocations), management fees or other similar fees from Co-
Investors and the General Partner may make an investment, or otherwise participate, in any vehicle
formed to structure a co-investment to facilitate, among other things, receipt of such performance-based
compensation, management fees or other similar fees; and (ii) collect customary fees in connection with
actual or contemplated portfolio investments that are the subject of such co-investment arrangements, and
any such fees will not offset the management fee payable by the Fund and will be retained by, and be for
the benefit of, the General Partner or any of its respective affiliates (including the portions of any such
fees not allocable to the Fund based on the share of capital for the portfolio investment in question
provided by the Fund (or that was expected to be provided by the Fund) relative to the share of capital for
such portfolio investment provided by any Co-Investors (or that was expected to be provided by such Co-
Investors)). If any amounts described in clauses (i) and (ii) above are received by the General Partner or
any of its respective affiliates in the form of securities or other instruments (including options, warrants
and other non-cash consideration), the General Partner or such affiliates will not be deemed to be co-
investing with, or be treated as “Co-Investors” in connection with the investment by, the Fund or any Co-
Investors that are investing in the transaction with respect to which such amounts are being paid.
Carried Interest Distributions
Subject to the terms and conditions of the Partnership Agreement between Accord’s affiliated General
Partner entities and the Limited Partners in the Fund, Accord or its affiliated General Partner will receive
a carried interest distribution equal to 20% of all realized profits, subject to a 7% preferred return.
Expenses and Other Fees
In addition to the Management Fee, the Fund will pay all other fees, costs, expenses, liabilities and
obligations relating to the Fund’s and its subsidiaries’ activities, business, or actual or potential
investments, including with respect to any person formed to effect the acquisition and/or holding of an
investment (to the extent not borne or reimbursed by such investment or third parties in any co-investment
vehicle or joint venture pursuant to the governing agreements of such vehicles) (such expenses, “Fund
Expenses”) including, but not limited to, all fees, costs, expenses, liabilities and obligations relating or
attributable to: (i) activities with respect to origination, identifying and sourcing of investment
opportunities for the Fund, including meeting with consultants, broker-dealers, investment banks and
other sources of investments and developing an investment pipeline; (ii) activities with respect to the
structuring, organizing, negotiating, consummating, financing, refinancing, diligencing (including any
subscriptions to any periodicals, databases and/or research services), acquiring, bidding on, owning,
managing, monitoring, operating, holding, hedging, restructuring, trading, taking public or private,
selling, valuing, winding-up, liquidating, dissolving or otherwise disposing of, as applicable, the Fund’s
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