Accel Management Co LLC

FEES AND COMPENSATION

        In general, Accel or a General Partner (as applicable) receives a management fee and a
carried interest in connection with the provision of advisory services to its clients, the Funds.
Investors in a Fund also bear certain expenses in accordance with the Fund’s Governing
Documents.

Management Fees

        Generally, the Funds will pay Accel, quarterly in advance, a management fee (the
“Management Fee”) based on a percentage of aggregate investor capital commitments
(“Commitments”), contributed capital or net asset value, as detailed in each Fund’s Governing
Documents. Certain friends and family co-investment vehicles do not pay a Management Fee. The
Management Fees and other fees are generally subject to waiver or reduction by Accel, in its sole
discretion. Please refer to the Governing Documents of each of the Funds for complete information
on the amount and timing of Management Fee payments.

         As specified in the Governing Documents, from the effective date of the relevant Fund
until a date specified in the Governing Documents (the “Stepdown Date”), Management Fees
generally will be charged based on a formula tied to the amount of the relevant Fund’s aggregate
Commitments, contributed capital or net asset value. Further, after the Stepdown Date,
Management Fees generally will reflect a discount on the prior year’s Management Fees or be
based on invested capital, including, where applicable, a Fund borrowing component (including
all related borrowing expenses) and the amount of any capitalized expenses, including expenses
of consultants, or, where the Management Fee is initially based on Commitments or contributed
capital, the net asset value of the relevant Fund. Management Fees generally will not be reimbursed
or refunded under the Governing Documents in the event of realizations, dispositions or partial
write-downs that occur partway through the relevant calculation period. The Governing
Documents set forth the full list of terms under which Management Fees will be reduced, offset or
otherwise be limited, and consequently investors should expect to bear the full specified
Management Fee rate in the Governing Documents until they are reduced in the circumstances and
on the date(s) specified therein.

         The General Partners, Accel and other persons associated with Accel are permitted to
receive directors’ fees from portfolio companies of the Funds. Subject to the provisions of the
Governing Documents, such fees received in the form of cash will trigger a “Management Fee
Offset” (pursuant to which Management Fees payable to each Fund’s General Partner or Accel by
such Fund may be reduced by the Fund’s pro rata share) to the extent that such fees are received
by the General Partners, Accel or their respective employees. Directors’ fees received by the
General Partners, Accel and other persons associated with Accel in the form of equity (e.g., stock,
restricted stock units and options) will not result in a corresponding “Management Fee Offset.”

        Accel employees may serve as directors of, or observers or advisors with respect to, certain
companies in which a Fund has fully exited its ownership interest. Such companies are no longer
portfolio companies of such Fund and, as a result, any compensation received by such Accel
employee after a Fund has fully exited its ownership interest is not subject to the “Management
Fee Offset,” or otherwise shared with such Fund or its investors.

Carried Interest

       In addition, the General Partner of certain Funds will receive a performance-based fee,
including payments of “carried interest,” from such Fund’s investors. The precise amount of, and
the manner of calculation of, such “carried interest” is detailed in each Fund’s Governing
Documents. The amount of “carried interest” to be paid will vary across Funds and is more fully
described in the relevant Governing Documents.

Other Information

        As permitted by the Governing Documents, Accel reserves the right to exempt certain
Funds from payment of Management Fees and/or carried interest, including any internal side
fund(s) for current and former employees of, advisors to and other persons associated with Accel,
executives with Accel portfolio companies and other “friends and family” of Accel. The relevant
General Partner reserves the right to make any such exemption from Management Fees and/or
carried interest by a direct exemption or a rebate by Accel and/or its affiliates. For example, in
instances where an Accel professional (or an affiliated entity thereof) invests in a Fund, such
professional (or such affiliated entity) generally will be exempt from payment of the Management
Fee and carried interest with respect to such Fund. Accel retains the flexibility to structure its
compensation from investors, including whether to invoice an investor directly for Management
Fees or other compensation, rather than deducting such amounts from the investor’s capital
account(s).

        The Funds generally invest on a long-term basis. Accordingly, investment advisory and
other fees are expected to be paid, except as otherwise described in the Governing Documents,
over the term of the relevant Fund, and investors generally are not permitted to withdraw or redeem
interests in the Funds.

        Current or former employees of Accel or the General Partners 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 Accel or its affiliates.

        In addition to the Management Fee and carried interest payable to the relevant General
Partner, each Fund bears certain expenses. As set forth more fully in the Governing Documents, a
Fund generally bears the following expenses: the accounting, legal and other advisory fees, costs
and expenses incurred in connection with the preparation of the quarterly and annual financial
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TYPES OF CLIENTS

       Accel provides investment advice solely to its Fund clients, and references throughout this
Brochure to “clients” and to Accel’s related duties to and practices on behalf of its clients and/or
investors should be construed accordingly. The Funds generally include investment partnerships
or other investment entities formed under U.S. or non-U.S. laws and operated as exempt
investment pools under the 1940 Act. The investors participating in the Funds generally include
endowments and foundations, pension plans, charitable organizations, fund of funds and certain
family offices and high-net worth individuals.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
such vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the Governing Documents of the related Fund.

       The Fund interests are generally offered and sold solely to (i) “accredited investors” (within
the meaning of the Securities Act), (ii) “qualified clients” (within the meaning of the Advisers Act)
and/or (iii) “qualified purchasers” (within the meaning of the 1940 Act) or qualified
knowledgeable Accel personnel.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       Accel seeks to generate returns for its investors, principally through venture capital
investments. Accel’s investment advisory services generally consist of identifying and evaluating
investment opportunities, negotiating investments, managing and monitoring investments and
achieving dispositions for investments. Investments are predominantly in privately-held
companies, although certain Funds are expected to make or hold investments in public companies
and other assets.

        With respect to many of its Funds’ portfolio companies, Accel seeks to combine its product
insights with data-driven rigor and develop a highly engaged approach and long-term oriented
relationship with such portfolio companies.

        There can be no assurance that Accel will achieve the investment objectives of any Fund
and a loss of investment is possible.

Risks of Investment

         Each Fund and its investors bear the risk of loss that Accel’s investment strategy entails.
The discussion below of risks associated with investments does not purport to be an exhaustive
list of all risks associated with an investment in the Funds. Please refer to the applicable Governing
Documents of the Funds for a more detailed discussion of risks.

        Risk of Venture Capital Investments. While early-stage and growth-stage venture capital
investments offer the opportunity for significant gains, such investments also involve a high degree
of business and financial risk and can result in substantial losses. Among these risks are the general
risks associated with investing in companies at an early stage of development or with little or no
operating history, companies seeking to grow rapidly, companies operating at a loss or with
substantial variations in operating results from period to period, and companies with the need for
substantial additional capital to support expansion or to achieve or maintain a competitive position.
Such companies face intense competition, including competition from companies with greater
financial resources, more extensive development, manufacturing, marketing and service
capabilities and a larger number of qualified managerial and technical personnel. There will be
substantially less information available about most of the Funds’ portfolio companies than is
ordinarily available regarding publicly traded companies, and the information may not be of the
same quality. A Fund will have limited information rights with respect to certain of its portfolio
companies and, as a result, will receive less information regarding such a portfolio company than
some or all of the other equity holders in such entity.

        Identifying Investment Opportunities. The Funds’ task of identifying investment
opportunities, managing such investments, and realizing a significant return for investors is
difficult. Many organizations operated by persons of competence and integrity have been unable
to make, manage and realize such investments successfully. In making their investment decisions,
the General Partners will rely upon their own or a portfolio company’s projections concerning
future growth and performance; such projections are inherently subject to uncertainty and to
certain factors beyond the control of the General Partners or the portfolio company.

        Lack of Diversification. The Funds are not subject to any diversification requirements and
may invest in a limited number of companies, sectors, countries or regions. To the extent any Fund
concentrates its investments in a particular company, sector, country or region, its investments will
become more susceptible to fluctuations in value resulting from adverse business or economic
conditions affecting that particular company, sector, country or region. As a consequence, the
aggregate return of the Fund may be adversely affected by the unfavorable performance of one or
a small number of companies, sectors, countries or regions in which the Fund has invested.

        No Assurance of Profits or Distributions. There is no assurance that the investments of the
Funds will be profitable or that any distribution will be made to the limited partners of the Funds.
Any return on investment to the limited partners will depend upon successful investments being
made by the Funds. The marketability and value of any such investment will depend upon many
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