Prescott Advisors LLC

Item 5 Fees and Compensation

In consideration for Prescott’s advisory and other services, Prescott and/or certain of its affiliates generally
are entitled to receive management fees, and may receive performance allocations, with respect to the
Funds. While the fees and compensation applicable to the Funds are described in detail in the applicable
governing documents, side letters and/or fee agreements, an overview of Prescott’s basic fee schedule is
summarized below. A potential investor should read and review all governing documents in their entirety
before making any investment decisions.

Fee Schedules
        Management Fee. In consideration for its advisory services to Prescott Strategies Fund I, LP
        Prescott shall receive a “Management Fee” equal to 0.4375% quarterly (1.75% annually) of the
        total commitments of the Fund’s investors until the end of the investment period and 0.4375%
        quarterly (1.75% annually) of the net capital contributions of the Fund’s investors with respect to
        the Fund’s investments following termination of the investment period. The Management Fee will
        be paid out of cash flows of the Fund, through capital calls made by the Fund as provided in the
        Fund’s governing documents, from Fund borrowings, or through a combination of the foregoing, as
        determined by the General Partner, and in any case shall be paid by the Fund to Prescott in
        quarterly installments in advance (pro-rated for any partial quarterly period for which it applies);
        provided that the first payment made at the initial closing will cover the first two (2) quarters
        beginning with the initial closing. Notwithstanding anything to the contrary preceding, the General
        Partner and any Fund investor who are affiliates of the General Partner will be excluded from the
        calculation of and will not be required to fund any portion of, the Management Fee. Upon the
        termination of Prescott’s Management Agreement with the Fund, Prescott will refund to the Fund
        the pro-rated portion of any Management Fee already received by Fund for the period following the
        effective date of such termination.

        Additionally, in consideration of its advisory services to Prescott Strategies Fund II, LP , Prescott
        shall receive a Management Fee equal to 1.5% of the total commitments of the Fund’s investors
        until the end of the investment period (or, with respect to a limited partner admitted in the initial
        closing with a commitment of at least $3 million, the sum of (i) an annual 1.25% of the commitment
        of such limited partner and (ii) an annual 0.25% of the net capital contributions of such limited
        partner with respect to the Fund’s investments) and an annual 1.50% of the net capital
        contributions of the Fund’s investors with respect to the Fund’s investments following termination
        of the investment period. The Management Fee will be paid out of cash flows of the Fund, through
        capital calls made by the Fund as provided in the Fund’s governing documents, from Fund
        borrowings, or through a combination of the foregoing, as determined by the General Partner, and
        in any case shall be paid by the Fund to Prescott in quarterly installments in advance (pro-rated for
        any partial quarterly period for which it applies); provided that the first payment made at the initial
        closing will cover the first two (2) quarters beginning with the initial closing. Notwithstanding
        anything to the contrary preceding, the General Partner and any Fund investor who are affiliates of
        the General Partner will be excluded from the calculation of and will not be required to fund any
        portion of, the Management Fee. Upon the termination of Prescott’s Management Agreement with
        the Fund, Prescott will refund to the Fund the pro-rated portion of any Management Fee already
        received by Fund for the period following the effective date of such termination.

        In consideration for its advisory services to the Co-Invest Funds, Prescott may receive a
        Management Fee from certain Co-Invest Funds. The specific payment terms and other conditions

        of the Management Fees available to Prescott are set forth in the applicable Co-Invest Fund’s
        governing documents, side letters and/or fee agreements.

        Prescott and its related parties will benefit from Prescott’s relationship with and its receipt of
        Management Fees from the Fund. Such Management Fees and relationship will enhance the value
        of Prescott, and the Fund investors (other than those Fund investors holding direct or indirect
        interests in Prescott) will not participate in any increase in the value of Prescott.

        Conflicts may arise in determining whether Prescott has performed its obligations to the Fund,
        and/or whether Prescott (or any related party) is entitled to be indemnified pursuant to the
        provisions contained in the Management Agreement.

        The managers, officers, and employees of Prescott will devote such time as Prescott, in its sole
        discretion, deems necessary to perform its obligations under the Management Agreement. The
        managers, officers, and employees of Prescott will also perform services for other clients of
        Prescott or other clients of Prescott’s affiliates and conflicts of interest may arise in allocating
        management time, services, or functions among the Fund and other clients of Prescott or other
        clients of Prescott’s affiliates.

        Carried Interest Distributions. Prescott, General Partners or similar affiliates of Prescott, will
        receive carried interest distributions in connection with the management of the Funds. Generally,
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Item 7 Types of Clients

As discussed in Item 4 – Advisory Business of this Brochure, Prescott currently provides investment
management services, as an investment adviser, to affiliated investment vehicles (i.e., the Funds), on a
discretionary basis as well as certain single investment co-invest vehicles (i.e., the Co-Invest Funds).

 Each investor in the Funds or Co-Invest Funds are generally required to certify that it is, among other
things, an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities
Act, and a “qualified client,” as such term is defined in Rule 205-3(d)(1) of the Advisers Act. In addition,
each prospective investor generally is required to complete and return various subscription documents to
Prescott, which are designed to provide Prescott and its affiliates and agents with important information
about the investor. Subscriptions may be accepted or rejected, in whole or in part, in Prescott’s sole
discretion.