ACON Equity Management LLC

Item 5 - Fees and Compensation

Fees

The Funds pay ACON a management fee (the “Fund Management Fees”). The precise amount of, and the
manner and calculation of, the Fund Management Fees for each Fund are established by ACON through
negotiations with investors in the applicable Fund and are set forth in the Fund Agreement for each Fund
(subject to individual modification via an investor’s side letter as described above). The amount of the
Fund Management Fees is typically reduced following expiration of each Fund’s commitment period or
upon the closing of a successor fund. Fund Management Fees are typically paid semi-annually or quarterly
in advance and are subject to waiver and/or offsets as more fully described below. ACON or a GP/Manager
thereof has in the past charged, and in the future may sometimes charge, the Co-Invest Vehicles a per
annum management fee (a “Co-Invest Vehicle Management Fee”) and the ACON Standalone Investment
Vehicles a per annum management fee (a “Standalone Investment Vehicle Management Fee” and,

 Side letters modify the terms of an Investment Agreement with respect to the investor that is the counterparty to
the side letter. As such, when describing the terms set forth in an Investment Agreement, unless otherwise stated
expressly to the contrary, it shall be deemed that side letter references are incorporated therein by reference as the
context requires.

  ACON uses the same methodology for reporting its regulatory assets under management (“RAUM”) in both Part
1A and 2A of the Form ADV. Instructions for Item 5.F of Part 1A of the Form ADV provide that, in determining the
amount of a registered adviser’s RAUM, an adviser should “include the entire value of each securities portfolio for
which [it] provide[s] continuous and regular supervisory or management services.” The Adviser provides
management services to numerous Investment Vehicles, some of which aggregate ACON Investment Vehicle assets
together to invest in portfolio companies. In reporting RAUM, ACON eliminates double counting of assets in such
situations where one ACON Investment Vehicle invests in another ACON Investment Vehicle.

together with the Co-Invest Vehicle Management Fee and the Fund Management Fee, the “Management
Fee”). Co-Invest Vehicle Management Fees and Standalone Investment Vehicle Management Fees are not
generally subject to fee offset provisions as is the case with Fund Management Fees. The terms of each
Co-Invest Vehicle and Standalone Investment Vehicle may vary from one another depending upon, among
other factors, the size, investment stage and risk profile of the portfolio company investment and the
investor base. The terms of the ACON Investment Vehicles do not generally contemplate a return of fees
to investors to the extent that ACON’s services terminate prior to the end of the relevant payment period,
except that at the end of the term of each ACON Fund, the Fund Management Fees are due in advance
only for the applicable pro-rated partial period.

The Adviser and its GPs/Managers may exempt certain persons from payment of Fund Management Fees,
Co-Invest Vehicle Management Fees and Standalone Investment Vehicle Management Fees or otherwise
reduce such Management Fees payable by certain investors, including without limitation ACON personnel,
persons with family or other relationships with the Adviser and its affiliates and unaffiliated parties,
including without limitation business associates, strategic partners, advisors, consultants and significant
investors. Management Fees are generally subject to waiver or reduction by the Adviser in its sole
discretion. The Adviser or its GPs/Managers causes the Management Fees due in respect of a particular
Investment Vehicle to be paid to ACON (or an affiliate thereof) by (i) requiring investors to make capital
contributions, (ii) withholding from investment proceeds that would otherwise be distributable to
investors or (iii) in certain cases, causing the Investment Vehicle to borrow money (subject in each case
to the terms of the respective Investment Agreement).

ACON (or its GPs/Managers) and affiliates thereof receive fee income paid by portfolio companies or other
third parties, including, for example: (i) monitoring fees, set-up fees, operational consulting fees and other
fees including those contemplated by the specific ACON Investment Vehicle Investment Agreements; (ii)
cash and non-cash directors’ fees; and (iii) termination, break-up or other similar fees, payments or
compensation, in each case received in connection with investments or proposed investments of the
ACON Fund, co-investors, Co-Invest Vehicles and/or Standalone Investment Vehicles, or services provided
in connection therewith (collectively, “Other Fees”). In addition, certain of these Other Fees may be
calculated on the basis of estimated financial results of a portfolio company over a particular time period,
with no provisions requiring a true-up for actual financial results over such time period. Moreover, in
many cases, Other Fees are based on enterprise value or other metrics relating to a portfolio company,
the acquisition of or investment in such company, or the ongoing monitoring thereof, and there can be
no assurance that the amount of Other Fees charged will be tied to or proportional to the amount of hours
of work performed on behalf of the portfolio company. In connection with the provision of monitoring
and other services to a portfolio company, we are also reimbursed for out-of-pocket expenses incurred
by ACON and our personnel.

The amount of Management Fees payable may be offset by at least a portion of Other Fees received by
ACON and its affiliates (net of unreimbursed expenses, regardless of whether such expenses were
incurred in connection with the activity that generated the Other Fee) in connection with an investment
made by a particular ACON Fund. Each Management Fee offset results in a reduction of the Management
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Item 7 - Types of Clients

ACON, directly or through its GPs/Managers, provides investment advisory, management and
administrative services to the ACON Investment Vehicles only. Investment advice is not provided
individually to the investors in such vehicles.

The ACON Investment Vehicles are pooled investment vehicles formed under foreign and domestic laws
and operated as exempt investment pools under the Investment Company Act. The investors participating
in ACON Investment Vehicles include, among others, a broad range of U.S. and non-U.S. investors,
including without limitation pension funds, funds of funds, sovereign wealth funds, family offices,
development banks, asset managers, endowments, foundations, insurance companies, other institutional
investors and eligible high-net-worth individuals. ACON also offers investment opportunities to other
qualified institutions and individuals (for example, executives of present or former portfolio companies).
In addition, investors in ACON Investment Vehicles may include ACON personnel and persons with family
or other relationships with the Adviser and its affiliates and unaffiliated parties, including without
limitation business associates, service providers, strategic advisors, consultants, operating professionals
and executive advisors as described above. Details concerning applicable investor suitability criteria are
set forth in the respective offering and subscription materials for the Investment Vehicles.

ACON may impose a minimum investment commitment for investors in ACON Investment Vehicles,
however this minimum may be waived in ACON’s sole discretion.