Prophet Equity Management II LLC

Item 5 – Fees and Compensation:

            [Please note that any summary set forth herein of the terms and conditions of an
     investment in the Fund is qualified in its entirety by the actual terms and conditions of
     such an investment contained in the offering documents of the Fund. These include, among
     others, the Fund’s Confidential Private Placement Memorandum (“PPM”), Limited
     Partnership Agreement (“Partnership Agreement”), and Subscription Agreement.]

 Per the Partnership Agreement and the Management Agreement, PEM is entitled to
 compensation for its services in the form of an annual management fee (the “Management
 Fee”); during the initial investment period1, this fee was equal to 2% of total capital
 commitments, and after the initial investment period until the termination of the Fund this fee
 is equal to 2% of the total capital contributions used to make investments in portfolio
 companies less any distributions constituting returns of capital contributions and certain
 write-offs. The Management Fee is also subject to certain offsets for investment banking fees,
 directors’ fees and other net fee income. The Management Fee is payable by the investors in
 the Fund semi-annually in advance pursuant to a capital call.

 As set forth in Item 6 below, the General Partner is eligible to receive performance allocations.
 The PPM and the Partnership Agreement and Management Agreement of the Fund include
 further details on fees and compensation and related matters.

 Additional Fees and Expenses:

 In addition to the Management Fee, investors in the Fund bear all reasonable expenses made
 on behalf of the Fund, including:

        •   expenses associated with the acquisition, holding and disposition of proposed or actual
            investments in portfolio companies, including any incurred in connection with
            unconsummated transactions;
        •   legal, auditing, bookkeeping and accounting fees and expenses;
        •   expenses of meetings of the advisory board and the investors;
        •   insurance and indemnification expenses;
        •   interest expenses, investment banking, consulting, custodial, brokerage fees, finders
            fees, custody, transfer, registration, advisory board, commissions, discounts and other
            similar expenses;
        •   extraordinary expenses, such as litigation;
        •   expenses of liquidating the Fund;
        •   taxes, fees or other governmental charges levied against the Fund and all expenses
            incurred in connection with any tax audit, investigation, settlement or review of the

     The initial investment period terminated on the sixth anniversary of the initial closing of the Fund.

Prophet Equity Management II LLC
Form ADV Part 2A – Disclosure Brochure
March 31, 2026

          Fund;
     •    subject to certain limitations, expenses incurred in connection with the organization
          of the Fund, the General Partner, and PEM, and the offering of the limited partnership
          interests in the Fund (excluding any placement fees);
     •    expenses incurred in connection with organization of any alternative or parallel
          investment vehicles.

 Investors in the Fund are advised to review the PPM and the Partnership Agreement for a
 more extensive description of the fees and expenses associated with an investment in the
 Fund.

Item 7 – Types of Clients

  PEM manages the Fund, which is PEM’s sole client. The Fund held its initial closing on
  March 21, 2014 and a subsequent closing on May 30, 2014. The Fund’s investors consist
Prophet Equity Management II LLC
Form ADV Part 2A – Disclosure Brochure
March 31, 2026

  primarily of:

     •    Endowments
     •    Insurance companies
     •    Public and private retirement and pension plans
     •    Fund of funds
     •    Business entities other than those listed above
     •    Trusts and estates
     •    High net worth individuals

 All investors are subject to applicable suitability requirements. The General Partner requires
 that each investor in the Fund be an “accredited investor” as defined in Regulation D under
 the Securities Act of 1933, a “qualified purchaser” as defined in the Investment Company
 Act of 1940, and a “qualified client” as defined in the Investment Advisers Act of 1940. The
 General Partner also generally requires a minimum investment of $5 million, although the
 General Partner reserves the right to accept lesser amounts.

Prophet Equity Management II LLC
Form ADV Part 2A – Disclosure Brochure
March 31, 2026