ACON Funds Management LLC

Item 5 - Fees and Compensation

Fees

ACON and/or its affiliates receive a management fee and carried interest in connection with advisory
services provided to the ACON Fund, and may receive such economics in connection with advisory services
provided to Co-Invest Vehicles, although this is not always the case. From time to time, ACON and/or its
affiliates receive additional compensation in connection with management or other services performed for
the portfolio companies of Investment Vehicles, as described in detail below.

Management Fees

Generally

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.
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

 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 Fund and Co-Invest Vehicle assets
together to invest in portfolio companies. In reporting RAUM, ACON eliminates double counting of assets in such
situations where an ACON Fund or Co-Invest vehicle invests in another ACON Investment Vehicle.

semi-annually or quarterly in advance and are subject to waiver and/or offsets as more fully described
below.

Principals or other current or former employees of the Adviser or its affiliates generally receive salaries and
other compensation derived from, and in certain cases including a portion of, the Management Fee, carried
interest or other compensation received by the Adviser or its affiliates.

Secondments, Operating Personnel and Consultants

As described in more detail below under the heading “Other Fees and Expenses,” current or former ACON
personnel serve in interim or part-time roles at one or more portfolio companies, or provide services to
portfolio companies as secondees or in similar capacities, while maintaining certain benefits, support
services or indicia of employment at ACON. In addition, ACON causes one or more persons who are
independent contractors of ACON or its affiliates to provide consulting services to portfolio companies on
a range of operational issues. In addition to operating professionals, ACON also engages and compensates
certain other consultants on behalf of its Fund and Co-Invest Vehicles to assist ACON in sourcing,
analyzing and executing investments, often with the intention that such consultants will assume board,
executive or other management roles at the portfolio companies they identify. Compensation, expenses,
fees and other amounts received by the foregoing, including amounts received by such personnel or
consultants from portfolio companies or any ACON Investment Vehicle, will not result in an offset of any
Fund Management Fee or other management fee and therefore subjects the Adviser to conflicts of interest.
See Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss—Risks—Certain Conflicts of
Interest) for more detail.

Co-Investment Vehicles

ACON or a GP/Manager thereof has in the past charged, and in the future may sometimes charge, the Co-
Invest Vehicles (or the investors therein) a per annum management fee (a “Co-Invest Vehicle
Management Fee” and together with the Fund Management Fee, the “Management Fee”). Co-Invest
Vehicle Management Fees are not generally subject to fee offset provisions as is the case with Fund
Management Fees. As a result, ACON could have incentives to increase investment allocations to co-
investors, and those incentives could affect how ACON allocates investment opportunities or ultimately
makes decisions with respect to its management of a particular portfolio company investment. The terms
of each Co-Invest 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.

Management Fee Exemptions, Reductions and Waivers

The Adviser and its GPs/Managers may exempt certain persons from payment of both Fund Management
Fees and Co-Invest 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.

As permitted under the Fund Agreement, the Adviser and its GPs/Managers may also waive or agree to
reduce the Fund Management Fee in exchange for a credit towards the amount of capital the Fund Principals
and other ACON personnel would otherwise be required to contribute to the Fund. The investors of the
Fund may be required to make a pro rata contribution according to their respective commitments to fund
any contribution that would otherwise have been required of ACON personnel and Fund Principals in
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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 may 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 and foundations and insurance companies. On occasion,
ACON may also offer 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 and operating personnel as described above. Details concerning applicable
investor suitability criteria are set forth in the respective private placement memoranda 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.