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Prescott General Partners LLC: investment adviser
Prescott General Partners LLC is an investment adviser registered with the SEC (file 801-73464, CRD 157907). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $1.7B
- Discretionary
- 100%
- Accounts
- 3
- Employees
- 5
- In advisory roles
- 2
- Disclosures
- 1
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 1 | $1.7B | 100.0% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Scott J Vassalluzzo | Person | Managing | E 75% or more | Jan 2012 | Yes | |
| Jason M Pohanka | Person | Managing | A 5% to 10% | Oct 2025 | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
What the firm disclosed under Item 11 of Form ADV. A disclosure is the firm's own report: pending matters are allegations, not findings, and many settlements are made without admitting or denying them. Text is quoted from the filing, set in sentence case.
Item 11 questions answered Yes
These questions cover the firm and its advisory affiliates.
- Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
- Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?
Actions about the firm (1)
- Jun 1, 2018Regulatory Action: SEC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s) · Fine: $75,000 · Begun Jan 26, 2018 · Resolved Jun 1, 2018 · Decision & Order of Offer of Settlement · Docket P-02093
Alleged violations of rule 204(b)-1 under U.S. Investment Advisers Act of 1940, due to the adviser's failure to file form PF.
$75,000 paid on June 6, 2018.
On January 26, 2018, the Securities and Exchange Commission (the "SEC") first notified Prescott General Partners LLC ("Prescott") that it failed to file certain form PF filings. Pursuant to a settlement offer proposed by the SEC, Prescott agreed to the entry of an order (the "order"). Pursuant to the order, Prescott, without admitting or denying the findings, was censured, fined $75,000 and was ordered to cease and desist from committing or causing any violations of rule 204(b)-1 under the Investment Advisers Act. Promptly upon the initial notification by the SEC, Prescott filed an annual form PF for fiscal year 2017, and, promptly upon settlement, Prescott filed all required historical form PF filings with the SEC. No information Filed
Form ADV Item 11 and its Disclosure Reporting Pages, via the SEC record. All adviser disciplinary records.
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Prescott General Partners LLC, filed Mar 27, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
The Adviser is an investment adviser with its principal place of business in Boca Raton, Florida. The Adviser commenced operations as an investment adviser in May 1973 and registered with the SEC as of March 29, 2012. Scott Vassalluzzo is the principal owner of the Adviser. The Adviser has full discretion over all investment decisions and c u r r e n t l y provides investment advice to a pooled investment vehicle client (the “Fund,” and, collectively with any related investment vehicles and future pooled investment vehicles for which the Advisor may serve as an investment adviser, the “Funds”) and certain proprietary accounts. The Adviser primarily invests in a concentrated group (10-20) of public companies.
Read the rest of Item 4 (93 more words)
The Adviser uses fundamental analysis, including both qualitative (management and competitive analysis) and quantitative (financial analysis), to choose the securities in which the Funds will invest. The Adviser does not tailor advisory services to the individual needs of investors in the Funds, and investors in the Funds may not impose restrictions on investing in certain securities and other financial instruments or certain types of securities and other financial instruments. As of December 31, 2025, the Adviser had approximately $1,694,886,000 in regulatory assets under management, all of which are managed on a discretionary basis.
Item 5. Fees and compensation
The Adviser charges an investment management fee of 1% per annum based on the value of a Fund’s assets. Investment management fees are charged at the end of each quarter in arrears based on net assets of the Fund (based on an average of the month-end fair market value of such assets) for the quarter. Investment management fees are prorated for periods less than a full quarter and deducted from client accounts. These fees are not negotiable. However, the Adviser reserves the right to require different fees, or to waive fees, for employees, their family members or other investors, and to provide terms to such investors that are more favorable to the terms provided to other investors in the Funds.
Read the rest of Item 5 (360 more words)
The Adviser has, and may continue to waive or reduce the asset-based compensation payable by investors in the Funds managed by the Adviser who are members or employees of the Adviser. Performance-Based Compensation The Adviser will also be paid performance-based compensation, which is compensation that is based on a change in Net Asset Value of a client. This compensation is allocated to the Adviser and is equal to 10% of the change in Net Asset Value of a client. The Adviser deducts from client accounts the performance-based compensation at year-end or at the time of a full withdrawal. These fees are not negotiable. However, the Adviser reserves the right to require different fees, or to waive fees, for employees, their family members or other investors, and to provide terms to such investors that are more favorable to the terms provided to other investors in the Funds. The Adviser has, and may continue to waive or reduce the performance-based compensation payable by investors in the Funds managed by the Adviser who are members or employees of the Adviser. In addition to paying investment management fees and performance-based compensation, client accounts will also be subject to other expenses such as custodial charges, brokerage fees, commissions and related costs; interest expenses; taxes, duties and other governmental charges; transfer and registration fees or similar expenses; costs associated with foreign exchange transactions; other portfolio expenses; and costs,
expenses and fees (including, investment advisory and other fees charged by investment advisers with, or funds in, which the client’s account invests) associated with products or services that may be necessary or incidental to such investments or accounts. While it is not a material part of the Adviser’s strategy, client assets have, and may continue to be invested in pooled investment vehicles and will bear the expenses of such entities. As noted above, the Funds incur brokerage and other transaction costs. Please refer to Item 12 of this Brochure for a discussion of the Adviser’s brokerage practices. Investors in the Funds should refer to the applicable fund documents for a complete description of fees and expenses paid to the Adviser. The information contained herein is a summary only.
Item 6. Performance-based fees and side-by-side management
The Adviser and its investment personnel provide investment management services to multiple portfolios for multiple clients. The Adviser is entitled to be paid performance-based compensation by the Funds. In addition, the Adviser’s investment personnel are typically compensated on a basis that includes a performance-based component. The Adviser’s receipt of performance fees is intended to align the Adviser’s interests with those of the Funds and to provide the Adviser with a greater incentive to manage assets well. The nature of the performance fee, however, creates a potential conflict of interest among the Adviser, its associated persons, and the Funds, as the Adviser may have an incentive to make riskier investments to potentially generate greater fees.
Read the rest of Item 6 (164 more words)
In general, when the Adviser and its investment personnel manage more than one client account, a potential exists for one client account to be favored over another client account. The Adviser has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple accounts and the allocation of investment opportunities. The Adviser reviews investment decisions for the purpose of ensuring that all accounts with substantially similar investment objectives are treated equitably. The performance of similarly managed accounts is also regularly compared to determine whether there are any unexplained significant discrepancies. In addition, the Adviser bases its allocation among Funds on a variety of factors including risk tolerance, available cash and securities valuations at the time withdrawals are made from a Fund. The Adviser’s procedures also require the objective allocation for limited opportunities (such as initial public offerings and private placements) to ensure fair and equitable allocation among accounts. These areas are monitored by the Adviser’s managing members.
Item 7. Types of clients
The Adviser’s clients consist of pooled investment vehicles. The Adviser requires that an investor in a pooled investment vehicle invest a minimum of $1,000,000 to subscribe for interests, although the Adviser has, and may continue to waive the minimum investment amount for certain investors.
Item 8. Methods of analysis, investment strategies and risk of loss
The Adviser utilizes a variety of methods and strategies to make investment decisions and recommendations. The methods of analysis include fundamental research including both qualitative (management and competitive analysis) and quantitative (financial analysis) to choose the securities in which it will invest. The Adviser endeavors to hold investments for the long-term. The Adviser, on a limited basis, has, and may continue to invest in private companies and may also invest in other financial products such as options or derivatives, if deemed appropriate by the Adviser. The following strategies and types of investments involve a risk of loss to clients and clients must be prepared to bear the loss of their entire investment.
Read the rest of Item 8 (542 more words)
The Adviser employs the following investment strategies: Buy and Hold. The Adviser engages in a buy and hold investment strategy wherein the Adviser buys securities and holds them for a relatively long period of time, regardless of short-term factors such as fluctuations in the market or volatility of the stock price. Investments in the Funds are normally held for ten (10) years on average. Due to the Adviser’s long-term strategy, investors may potentially see significant declines in the value of their investments. Lack of Diversification. Client accounts will not be diversified among a wide range of types of securities, countries or industry sectors. Accordingly, client portfolios are subject to more rapid change in value than would be the case if the Adviser were required to maintain a wider diversification among types of securities and other instruments. Equity Securities. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short as well as long-term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geopolitical risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally. Small Cap. At any given time, the Adviser’s investment program has, and may continue to include significant investments in smaller sized companies of a less seasoned nature whose securities are traded in the over-the-counter market. The stocks of such companies may be more volatile in price and have lower trading volumes than the larger capitalization stocks included in the S&P 500 Index. The investments by the Funds in such companies may represent significant amounts in relation to the actively traded shares of the respective issuers. Accordingly, aggregate market value may not be representative of the actual proceeds that would accrue to the Funds in the event of sale. Valuation. The vast majority of the Funds’ assets are invested in public equities and the Adviser will generally value exchange traded securities at the last sales price as reported on the exchange where the issuer’s securities are primarily traded. Securities traded primarily on NASDAQ will be valued at the NASDAQ Official Closing Price. If the Funds’ accounts were to hold any private securities, the Adviser will determine the value with input from the investment committee. The fair value of the security will be determined by taking into account various factors deemed relevant, including all readily-available information concerning such security. Such factors may include:
Progress relative to the initial investment; Review of the valuation provided by the underlying investments; Analytical data regarding the security; Current interest rates; Overall industry analysis; Relevant news events; Information with respect to any transactions or offers with respect to the security; Price and extent of trading in similar securities or comparable companies; and Valuation agents.
Item 9. Disciplinary information
On June 1, 2018, the Adviser entered into a settlement with the Securities and Exchange Commission in connection with the Adviser’s alleged failure to file Form PF as required under Investment Advisers Act Rule 204(b)-1. Without admitting or denying the findings, the Adviser consented to the entry of the Order dated June 1, 2018 and paid a $75,000 civil money penalty promptly thereafter. Since being notified of its filing deficiency, the Adviser has promptly filed its initial Form PF for 2012 and all annual updates required
for the subsequent fiscal years. In addition, the Adviser has instituted policies and procedures to ensure its future Form PF reports are filed in a timely manner and has engaged a consultant to enhance its overall compliance program. The Adviser has no other legal or disciplinary events to disclose.
Item 10. Other financial industry activities and affiliations
This Item is not applicable.
Item 11. Code of ethics, participation in client transactions and personal trading
The Adviser has adopted a Code of Ethics (the “Code”) that obligates the Adviser to put the interests of the Adviser’s clients before its own interests and to act honestly and fairly in all respects in its dealings with clients. In addition to compliance with the Adviser’s policies and procedures, all of the Adviser’s personnel are also required to comply with applicable federal securities laws. Clients or prospective clients may obtain a copy of the Code by contacting Joshua Zachary (Chief Compliance Officer) by email at prescott@prescottinvestors.com or by telephone at (561) 314-0800. The Adviser or its related persons has, and may continue to invest in the same securities (or related securities, e.g., warrants, options or futures) that the Adviser invests in for the Funds.
Read the rest of Item 11 (237 more words)
Such practices present a conflict where, because of the information the Adviser has, the Adviser or its related persons are in a position to trade in a manner that could adversely affect the Funds (e.g., place their own trades before or after a Fund trade is executed in order to benefit from any price movements due to such trade). In addition to affecting the Adviser’s or its related person’s objectivity, these practices by the Adviser or its related persons may also harm clients by adversely affecting the price at which the Funds’ trades are executed. The Adviser’s Code requires its related persons/access persons to pre-clear with the Chief Compliance Officer or Jason Pohanka (the Investment Officer) before executing any personal securities transactions. Generally, any security that the Adviser is trading on the current business day on behalf of a client will not be approved for personal trading. However, the Chief Compliance Officer or the Investment Officer has, and may continue to approve any trade of a security if she or he determines that such trade would not result in an adverse effect on a client account and documents the reasons for reaching such determination. In addition, all of the Adviser’s related persons/access persons are required to disclose their securities transactions on a quarterly basis and holdings on an annual basis to the Chief Compliance Officer and the Investment Officer to be compared with transactions for client accounts.
Item 12. Brokerage practices
The Adviser considers a number of factors in selecting a broker-dealer to execute transactions (or a series of transactions) and determining the reasonableness of the broker-dealer’s compensation. Such factors include quality of execution, net price, reputation, financial strength and stability, efficiency of execution and error resolution, back office, discreteness, and offering to the Adviser on-line access to computerized data regarding a client’s accounts. In selecting a broker-dealer to execute transactions (or a series of transactions) and determining the reasonableness of the broker-dealer’s compensation, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost.
Read the rest of Item 12 (916 more words)
It is not the Adviser’s practice to negotiate “execution only” commission rates, thus a client may be deemed to be paying for research, brokerage or other services provided by a brokerdealer which are included in the commission rate. The portfolio managers periodically evaluate the brokerdealers used by the Adviser to execute client trades using the foregoing factors. The Adviser receives research or other products or services other than execution from a broker-dealer and/or a third party in connection with client securities transactions. This is known as a “soft dollar” relationship. The Adviser will limit the use of “soft dollars” to obtain research and brokerage services to services that constitute research and brokerage within the meaning of Section 28(e) of the Securities Exchange Act of 1934 (“Section 28(e)”). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals;
software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from broker-dealers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. When the Adviser uses client commissions to obtain Section 28(e) eligible research and brokerage products and services, the Investment Officer periodically reviews and evaluates its soft dollar practices and to determine in good faith whether, with respect to any research or other products or services received from a broker-dealer, the commissions used to obtain those products and services were reasonable in relation to the value of the brokerage, research or other products or services provided by the broker-dealer. This determination will be viewed in terms of either the specific transaction or the Adviser’s overall responsibilities to the accounts or portfolios over which the Adviser exercises investment discretion. The use of client commissions (or markups or markdowns) to obtain research and brokerage products and services raises conflicts of interest. For example, the Adviser will not have to pay for the products and services itself. This creates an incentive for the Adviser to select or recommend a broker-dealer based on its interest in receiving those products and services. The Adviser has, and may continue to cause clients to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits (known as paying-up), resulting in higher transaction costs for clients. The Adviser has, and may continue to use commission credits generated by one client to purchase research or other products or services for another client. During the Adviser’s last fiscal year, as a result of client brokerage commissions (or markups or markdowns), the Adviser and/or its related persons acquired research reports, expert networking consultations, market data software, and other tools. In determining whether to use a particular broker for executing securities transactions, the Adviser’s Investment Officer reviews and evaluates the soft dollar practices of the Adviser and determines in good faith whether, with respect to any research or other products or services received from a broker-dealer, the commissions used to obtain those products and services were reasonable in relation to the value of the brokerage, research or other products or services provided by the broker-dealer. The Adviser has, and may continue to participate in “client commission arrangements” pursuant to which the Adviser has, and may continue to execute transactions through a broker-dealer and request that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides research and other products to the Adviser. The Adviser excludes from use under these arrangements those products and services that are not eligible under Section 28(e) and applicable regulatory interpretation.
The Adviser often purchases or sells the same security for the Funds contemporaneously, or at or near the same time and using the same executing broker. It is the Adviser's practice, when possible, to aggregate such orders for the purchase or sale of the same security contemporaneously, or at or near the same time or execution using the same executing broker. Because of the differences in the Funds’ objectives and strategies, risk tolerances, tax status, available cash and liquidity, securities valuations at the time of withdrawals by investors and other criteria, there may be differences among the Funds in invested positions and securities held. The Adviser generally allocates the securities purchased or proceeds of a sale based on these different Fund profiles. If the order at a particular broker is filled at several different prices, through multiple trades, generally all such participating Funds will receive the average price and pay the average commission, subject to odd lots, rounding, and market practice. If an aggregated order is only partially filled, the Adviser's procedures provide that the securities or proceeds be allocated in a manner deemed fair and equitable to the Funds.
Item 13. Review of accounts
The entire portfolio of each Fund is reviewed by the portfolio managers of the Adviser, on an ongoing basis to determine whether securities should be maintained in view of alternative investments to be made. Investors in the Funds receive capital account statements and financial statements as of June 30 and December 31 of each year as specified in the Limited Partnership Agreement of the Fund.
Item 14. Client referrals and other compensation
Please see Item 12 for further information on the Adviser’s “soft-dollar” practices, including the Adviser’s procedures for addressing conflicts of interest that arise from such practices.
Item 15. Custody
Rule 206(4)-2 generally imposes on advisers with custody of clients’ funds or securities certain requirements concerning reports to such clients (including underlying investors in certain circumstances) and surprise examinations relating to such clients’ funds or securities. However, the Adviser need not comply with such requirements with respect to pooled investment vehicles if the pooled investment vehicle: (i) is audited at least annually by an independent public accountant, and (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to the client, or, in certain circumstances, all limited partners, members or other beneficial owners, within 120 days (180 days in the case of a fund of fund adviser) of its fiscal year end.
Read the rest of Item 15 (21 more words)
The Adviser intends to rely upon this exception and therefore will be exempt from the Rule 206(4)-2 reporting and examination requirements.
Item 16. Investment discretion
The Adviser provides investment advisory services on a discretionary basis to clients. Prior to assuming full discretion in managing a client’s assets, the Adviser enters into an investment management agreement or other agreement that sets forth the scope of the Adviser’s discretion. The Adviser has the authority to determine (i) the securities to be purchased and sold for the Funds (subject to restrictions on its activities set forth in the applicable investment management agreement and any written investment guidelines) and (ii) the amount of securities to be purchased or sold for the Funds.
Read the rest of Item 16 (332 more words)
Because of the differences in the Funds’ objectives and strategies, risk tolerances, tax status, available cash and liquidity, securities valuations at the time of withdrawals by investors and other criteria, there may be differences among the Funds in invested positions and securities held. The Adviser has, and may continue to effect cross transactions between discretionary client accounts, except as otherwise noted below. Cross transactions enable the Adviser to effect a trade between two clients for the same security at a set price, thereby possibly avoiding an unfavorable price movement that may be created through entrance into the market and saving commission costs for both accounts. Cross transactions include rebalancing transactions that are undertaken so that, after withdrawals or contributions have occurred, the portfolio compositions of similarly managed accounts remain substantially similar. The Adviser has a potentially conflicting division of loyalties and responsibilities regarding both parties to cross transactions. Cross transactions between client accounts are not permitted if they would constitute principal trades or trades for which the Adviser or its affiliates are compensated as a broker unless client consent has been obtained based upon written disclosure to the client of the capacity in which the Adviser or its affiliates will act. If it appears that a trade error has occurred, the Adviser will review the relevant facts and circumstances to determine an appropriate course of action. To the extent there are trade errors, the Adviser's error correction procedure is to ensure that clients are treated fairly. The Adviser has discretion to resolve a particular error in any appropriate manner that is consistent with the above stated policy. In the event that a client account incurs a trade error as a result of the Adviser’s gross negligence, willful misconduct, or fraud, trade errors will be corrected by the Adviser as soon as practicable, in a manner such that the client incurs no loss. Trade errors that result other than by breach of the standard of care above are borne by the client account.
Item 17. Voting client securities
Since the Adviser has been delegated proxy voting authority on behalf of its clients, the Adviser complies with its proxy voting policies and procedures that are designed to ensure that proxies for client securities are voted in the best interests of its clients. For all proposals, the Adviser will determine whether a proposal is in the best interests of its clients and may take into account the following factors, among others: (i) whether the proposal was recommended by management and the Adviser’s opinion of management; (ii) whether the proposal acts to entrench existing management; and (iii) whether the proposal fairly compensates management for past and future performance. Clients are not permitted to direct their votes in a particular solicitation.
Read the rest of Item 17 (87 more words)
If a material conflict of interest between the Adviser and a client exists, the Adviser will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the client or take some other appropriate action. Clients may obtain a copy of the Adviser’s proxy voting policies and procedures and information about how the Adviser voted a client’s proxies by contacting Joshua Zachary (Chief Compliance Officer) by email at prescott@prescottinvestors.com or by telephone at (561) 314-0800.
Item 18. Financial information
The Adviser does not require or solicit prepayments of fees six months or more in advance. The Adviser is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients, nor has it ever been the subject of a bankruptcy petition.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.