ACON Investments Management LLC

Item 5 - Fees and Compensation

ACON and/or its affiliates receive carried interest in connection with advisory services provided to the
Investment Vehicles, which carried interest is described in Item 6 below. 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.

Fees

The Investment Vehicles do not pay management fees typically, however in the future this may change.
ACON (or its GPs/Managers) and affiliates thereof receive fee income paid by portfolio companies or other
third parties, including, for example: monitoring fees, set-up fees, operational consulting fees, M&A
advisory fees or other fees (including those contemplated by the specific ACON Investment Vehicle
Investment Agreements), in each case received in connection with investments or proposed investments
or services provided in connection therewith (collectively, “Other Fees”). Certain of these 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. 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 certain circumstances, such as those relating to short- or long-term portfolio company cash, liquidity or
other needs or circumstances, and regardless of whether the portfolio company is undergoing financial
stress, ACON reserves the right to accrue, defer or forego payments of Other Fees, and reserves the right
to charge interest at then-available rates with respect to such amounts.

 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.

The recipients of this Brochure should refer to the detailed information found in each Investment
Agreement (including applicable side letters) for specific information about the fees earned by ACON and
its affiliates, including Other Fees, and the fees charged to the Investment Vehicles (if any).

Expenses

Except to the extent set forth in an applicable Investment Agreement, each ACON Investment Vehicle
bears and is charged with costs and expenses of its organization, activities, operations and meetings (to
the extent not reimbursed by third parties). Out-of-pocket expenses associated with completed
investments by an ACON Investment Vehicle typically are reimbursed by the relevant portfolio company
or capitalized as part of the acquisition price of the relevant transaction.

ACON bears the cost of all routine overhead expenses, including rent, utilities, secretarial expenses and
compensation and employee benefits of employees of ACON and its affiliates, as well as travel and
entertainment expenses of ACON employees incurred in connection with any general or background
investigation of industries suitable for investment.

Current or former ACON personnel in the future may 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 with ACON. In addition, ACON in
the future may cause 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.9 There may be other
circumstances where current or former ACON personnel provide services for the benefit of portfolio
companies in lieu of such portfolio company hiring an external third-party service provider, such as in the
case of management consulting, operational consulting, strategic consulting, industry and/or brand
consulting, and other types of portfolio company consulting, and even including various legal, tax, finance,
accounting, administrative, ESG, human resources and other services. In such cases, and even if no formal
consulting arrangement is in place, ACON may cause the cost of such services to be charged to an ACON
Investment Vehicle and/or the relevant portfolio company, subject to the terms of the contractual
arrangements in place amongst the various parties. In addition to operating professionals, ACON also
engages and compensates certain other consultants on behalf of its Investment 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.
...

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.