EMINENCE CAPITAL, LP

Eminence Capital, LP, a Delaware limited partnership, launched its business as Eminence Capital, LLC, a New York limited liability company, in January 1999 with a single investment strategy that continues to be our primary investment focus – fundamental long/short equity investing. As of July 1, 2014, Eminence Capital, LLC merged with and into Eminence Capital, LP, which assumed all of the assets, liabilities and obligations of Eminence Capital, LLC. Eminence Capital’s partners, officers and employees are located in New York City. Our total assets under management were approximately $ 7,222,800,000 as of January 1, 2026. All such managed assets are managed on a discretionary basis. Ricky Sandler is the founder, Chief Executive Officer and Chief Investment Officer of Eminence Capital. He has a significant majority ownership of the Investment Adviser. We refer to our funds that employ our classic Eminence long/short strategy as classic Eminence long/short (“Classic”). We also have “Long” funds with portfolios that generally replicate the long positions held in the Classic funds and “Alpha Extension” funds with portfolios that generally replicate long positions held in the Long funds and the short positions held in the Classic funds. In addition, we have a fund that invests in public companies operating in or adjacent to the cannabis sector (the "Opportunity Fund"). Collectively, we refer to the Classic funds, the Long funds, the Alpha Extension funds, and the Opportunity Fund as the “Funds,” and each a “Fund.” We also provide investment management services to the owner of a separately managed account (the “SMA”) that is an entity, have been appointed by the manager of two Undertakings for the Collective Investment in Transferable Securities as the investment manager to carry out the discretionary investment management of a segregated portfolio of each such fund (the “Long Accounts”), and have been appointed by another investment adviser as sub-adviser to manage the assets of accounts of a particular fund (“DVF”). The portfolios of the Long Accounts generally will be made up of all or a subset of the positions held in the long portfolios of the Funds and the portfolio of DVF generally will be made up of all or a subset of the positions held in the Alpha Extension Funds. The SMA currently invests all of its assets in Eminence Alpha Extension II, LP. The Funds are: Eminence Classic Funds •

Eminence Partners, L.P. (“Eminence Partners”), a New York limited partnership, and Eminence Fund, Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Eminence Fund”). Eminence Partners and Eminence Fund invest all of their investable assets in Eminence Fund Master, Ltd. (“Eminence Fund Master”), an exempted company incorporated under the laws of the Cayman Islands.

•

Eminence Partners II, L.P. (“Eminence Partners II,” and together with Eminence Fund Master, the “Classic Funds”), a New York limited partnership.

Eminence Alpha Extension Funds •

Eminence Alpha Extension, LP - 150 x 50 Portfolio (“Alpha Extension LP”), a segregated portfolio of a Delaware series limited partnership, and Eminence Alpha Extension SPC, Ltd., for and on behalf of its Segregated Portfolio – 150 x 50 Portfolio, a segregated portfolio of an exempted company with limited liability registered as a segregated portfolio company under the laws of the Cayman Islands (“Alpha Extension SPC,” and together with Alpha Extension, LP the “Alpha Extension Feeder Funds”). The Alpha Extension Feeder Funds invest all of their investable assets in a corresponding segregated portfolio of Eminence Alpha Extension Master SPC, Ltd., an exempted company with limited liability registered as a segregated portfolio company under the laws of the Cayman Islands (“Alpha Extension Master”).

•

Eminence Alpha Extension II, LP (“Alpha Extension II LP,” and together with Alpha Extension Master, the “Alpha Extension Funds”), a Delaware limited partnership.

Eminence Long Funds •

Eminence Partners Long, L.P. (“Partners Long”), a Delaware limited partnership and Eminence Fund Long, Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Fund Long,” and together with Partners Long, the “Long Feeder Funds”). The Long Feeder Funds invest all of their investable assets in Eminence Fund Long Master, Ltd. ("Fund Long Master"), an exempted company incorporated under the laws of the Cayman Islands.

•

Eminence Fund ICAV – Eminence Fund Long I (“ICAV1,” and together with the Long Feeder Funds, the “Long Funds”), an umbrella Irish collective asset-management vehicle authorized by the Central Bank of Ireland as a qualifying investor alternative investment fund and its sub-fund.

Opportunity Fund •

Eminence Capital Opportunity Fund, LP, a Delaware limited partnership.

The Investment Adviser serves as the management company to, and has discretionary trading authority with respect to, the Funds and has overall responsibility for the investment strategy of Fund Long Master and Alpha Extension Master. Eminence GP, LLC, an affiliate of the Investment Adviser that is controlled by Ricky Sandler (“Eminence GP”), has overall responsibility for the investment strategy of Eminence Partners, Eminence Partners II, and Eminence Fund Master. Eminence Opportunity GP, LLC, another affiliate

of the Investment Adviser that is controlled by Ricky Sandler (“Eminence Opportunity GP”, has overall responsibility for the investment strategy of the Opportunity Fund. Eminence Alpha Extension GP, LLC, another affiliate of the Investment Adviser that is controlled by Ricky Sandler (“Eminence Alpha Extension GP;” together with Eminence GP and Eminence Opportunity GP, the “General Partners” and each a “General Partner”), has overall responsibility for the management and operation of Alpha Extension II LP. The interests in Eminence Partners II and the Opportunity Fund are offered on a private placement basis, and in reliance on Section 3(c)(1) of the Investment Company Act of 1940, as amended (the “Company Act”), to persons who generally are “accredited investors” as defined under the Securities Act and subject to certain other conditions, which are set forth in the offering documents for Eminence Partners II and the Opportunity Fund. The interests in Eminence Partners, Partners Long, Alpha Extension LP, and Alpha Extension II, LP are offered on a private placement basis, and in reliance on Section 3(c)(7) of the Company Act, to persons who generally are “accredited investors” as defined under the Securities Act and “qualified purchasers” as defined under the Company Act, and who are subject to certain other conditions, which are set forth in the offering documents for Eminence Partners, Partners Long, Alpha Extension II LP and Alpha Extension LP. Shares in Eminence Fund, Fund Long, and Alpha Extension SPC are generally offered to persons (x) who are not “U.S. Persons,” as defined under Regulation S of the Securities Act, or who are tax-exempt U.S. Persons (or entities substantially comprised of tax-exempt U.S. Persons) on a private placement basis, and (y) who are subject to certain other conditions, which are fully set forth in the offering documents for Eminence Fund, Fund Long, and Alpha Extension SPC. Each ICAV1 shareholder generally must be a non-U.S. person who meets the definition of “Qualifying Investor” as defined in the Central Bank of Ireland’s rulebook in relation to alternative investment funds. The Funds are authorized to issue shares and limited partner interests, as determined from time to time by the board of directors or the relevant General Partner, as applicable, which may differ in terms of, among other things, redemption/withdrawal rights, redemption/withdrawal fees, voting rights and minimum initial and additional subscription amounts. Eminence Capital provides investment advice directly to the Funds and the Long Accounts and not to individual investors in the Funds. Eminence Capital does not tailor the advisory services it provides to the individual needs of investors in the Funds and does not accept investor-imposed investment restrictions. Advisory services provided to the Long Accounts and DVF are tailored to each of the Long Accounts' and DVF’s needs and restrictions. As used herein, the term “client” generally refers to each Fund, each of the Long Accounts, and DVF.

This Brochure generally includes information about the Investment Adviser and its relationships with its clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only.

The fees and expenses applicable to each client are set forth in detail in the relevant offering documents, limited partnership agreement, and/or investment advisory agreement. A brief summary of such fees and expenses is provided below. For the avoidance of doubt, investors in the Funds bear their portion of the Management Fees and Performance Allocations or Fees paid by the Funds, as the case may be. EMINENCE CLASSIC FUNDS Management Fees Generally, each fiscal quarter, Eminence Partners II and Eminence Fund Master pay the Investment Adviser a management fee in advance equal to 0.3125% of the aggregate net asset value of the fee-paying investors in the respective fund as of the first day of that calendar quarter. The annualized rate is one and a quarter percent (1.25%). The management fee applicable to classes of shares or interests available only to clients of the Placement Agents (as defined in Item 14 of this Brochure) is higher and described in detail in the applicable offering and governing documents. The management fee is calculated and paid in advance but is amortized by each Classic Fund over the quarter for which the management fee is paid. In addition, a pro rata portion of the management fee is paid to the Investment Adviser out of any contributions made to any Classic Fund by new or existing investors on any date that does not fall on the first day of a fiscal quarter. In the case of a withdrawal or redemption by an investor in any of the Classic Funds other than as of the last day of a fiscal quarter, a pro rata portion of the management fee would be repaid by the Investment Adviser to the relevant Fund and distributed to the withdrawing or redeeming investor. The Investment Adviser may, in its sole discretion, waive all or part of the management fee otherwise due, with respect to any investor. Eminence GP, the Investment Adviser and their respective partners, members, officers, employees and affiliates are not subject to the management fee. Performance Allocations Eminence Partners II Subject to high water mark provisions described in detail in Eminence Partners II’s confidential offering memorandum and limited partnership agreement, as of the last business day of each calendar year, 20% of the aggregate net capital appreciation (net of all expenses, including the management fee) credited to a capital account of a limited partner for such calendar year is reallocated to the Eminence GP capital account. If a limited partner makes a withdrawal from its capital account prior to the last business day of a calendar year, the incentive allocation is calculated and then allocated to Eminence GP at the time of such withdrawal with respect to such amounts withdrawn.

Eminence GP, in its sole discretion, may waive all or part of the incentive allocation otherwise allocable with respect to any limited partner’s investment. Eminence GP, the Investment Adviser and their respective partners, members, officers, employees and affiliates are not subject to the incentive allocation. Eminence Partners, Eminence Fund and Eminence Fund Master Subject to high water mark provisions described in detail in the Eminence Partners and Eminence Fund confidential offering memoranda, an amount equal to 20% of the net realized and unrealized appreciation in the net asset value of each series of shares of Eminence Fund Master corresponding to a capital account of Eminence Partners or series of shares of Eminence Fund during each fiscal year is reallocated from the net asset value of each such series of Eminence Fund Master to the net asset value of the Class M Shares of Eminence Fund Master. Class M shares are held by Eminence GP. The net asset value of each corresponding series of shares is reduced as a result of the incentive allocation. Class M Shares are participating voting shares in Eminence Fund Master and carry the right to receive the incentive allocation. The incentive allocation will be made at times other than at the end of each fiscal year to account for complete or partial redemptions of shares. Eminence GP may elect to reduce, waive or calculate differently the incentive allocation with respect to any shareholder. Eminence GP and the Investment Adviser and their respective partners, members, officers, employees and affiliates are not subject to the incentive allocation. EMINENCE ALPHA EXTENSION FUNDS Management Fees The Alpha Extension Feeder Funds have multiple classes of fee-paying interests or shares that are available for new investments. Generally, each month Alpha Extension Master pays the Investment Adviser a management fee in advance equal to one twelfth of the result of the applicable Management Fee Rate multiplied by the balance of each capital account (in the case of a limited partner of Alpha Extension, LP) or net asset value of each series of shares (in the case of a shareholder of Alpha Extension SPC) as of the beginning of such month. The applicable Management Fee Rates are 1.0% with respect to Tranche A, 0.5% with respect to Tranche B, 2.0% with respect to Tranche C, 1.25% with respect to Tranche D, and 0.75% with respect to Tranche F. Tranches A and B are available only to investors whose investment is at least $150 million. The management fee applicable to classes of shares or interests available only to clients of the Placement Agents is higher and described in detail in the applicable offering and governing documents. The management fee will be calculated and paid in advance. In addition, a pro rata portion of the management fee is paid to the Investment Adviser out of any contributions made to the Alpha Extension Feeder Funds by new or existing investors on any date that does not fall on the first day of a fiscal month. In the case of a withdrawal or redemption by an investor other than as of

the last day of a fiscal month, a pro rata portion of the management fee would be repaid by the Investment Adviser to the relevant Alpha Extension Feeder Fund and distributed to the withdrawing or redeeming investor. The Investment Adviser may, in its sole discretion, waive all or part of the management fee otherwise due with respect to any investor. Eminence Alpha Extension GP, the Investment Adviser and their respective partners, members, officers, employees and affiliates are not subject to the management fee. Generally, each month, Alpha Extension II LP pays the Investment Adviser a management fee in advance equal to 0.04167% of the balance of each capital account as of the beginning of such month (0.5% annualized). In addition, a pro rata portion of the management fee is paid to the Investment Adviser out of any contributions made to Alpha Extension II LP by new or existing investors on any date that does not fall on the first day of a fiscal month. In the case of a withdrawal by an investor other than as of the last day of a fiscal month, a pro rata portion of the management fee would be repaid by the Investment Adviser to Alpha Extension II LP and distributed to the withdrawing investor. The Investment Adviser may, in its sole discretion, waive all or part of the management fee otherwise due with respect to any investor. Eminence Alpha Extension GP and the Investment Adviser are not subject to the management fee. Performance Fees Subject to high water mark provisions described in detail in the Alpha Extension Feeder Funds’ Confidential Private Placement Memoranda, at the end of each fiscal year an amount equal to 20% (in the case of Tranche A and Tranche D) or 30% (in the case of Tranche B and Tranche F) of the amount by which the net realized and unrealized appreciation in the net asset value of each series of shares of Alpha Extension Master corresponding to a capital account of Alpha Extension, LP or series of shares of Alpha Extension SPC during each fiscal year exceeds the benchmark amount (described in detail in the Confidential Private Placement Memoranda) is reallocated from the net asset value of each such series of Alpha Extension Master to the net asset value of the Class M Shares of Alpha Extension Master. Class M shares are held by Eminence Alpha Extension GP. The net asset value of each corresponding series of shares is reduced as a result of the incentive allocation. Class M Shares are participating voting shares in Alpha Extension Master and carry the right to receive the incentive allocation. The incentive allocation will be made at times other than at the end of each fiscal year to account for complete or partial redemptions of shares. The Investment Adviser, in its sole discretion, may elect to reduce, waive or calculate differently the incentive fee with respect to any limited partner including any partner, member, officer, employee or affiliate of the General Partner or the Investment Adviser or any family member of such person. Eminence Alpha Extension GP and the Investment Adviser and their respective partners, members, officers, employees and affiliates are not subject to the incentive allocation.

EMINENCE LONG FUNDS Management Fees The Long Funds have three classes of fee-paying interests or shares that are available for new investments: Class A, B, and F limited partnership interests in the case of Partners Long; Class A, Class B and Tranche F-A shares in the case of Fund Long; and Class A, B, and F shares in the case of ICAV1. Generally, each month Fund Long Master pays the Investment Adviser a management fee in advance equal to (1) 0.0625% (0.75% annualized) of the adjusted aggregate net asset value of each series of shares of Fund Long Master corresponding to (a) a Partners Long Class A limited partner’s capital account and (b) each series of Class A shares of Fund Long, (2) 0.125% (1.50% annualized) of the adjusted aggregate net asset value of each series of shares of Fund Long Master corresponding to (a) a Partners Long Class B limited partner’s capital account and (b) each series of Class B shares of Fund Long, and (3) 0.0208% (0.25% annualized) of the adjusted aggregate net asset value of each series of shares of Fund Long Master corresponding to (a) a Partners Long Class F limited partner’s capital account and (b) each series of Tranche F-A shares of Fund Long. The management fee will be calculated and paid in advance but amortized by Fund Long Master over the month for which the management fee is paid. In addition, a pro rata portion of the management fee is paid to the Investment Adviser out of any contributions made to the Long Feeder Funds by new or existing investors on any date that does not fall on the first day of a fiscal month. In the case of a withdrawal or redemption by an investor in any of the Long Feeder Funds other than as of the last day of a fiscal month, a pro rata portion of the management fee would be repaid by the Investment Adviser to the relevant Long Feeder Fund and distributed to the withdrawing or redeeming investor. The Investment Adviser may, in its sole discretion, waive all or part of the management fee otherwise due, with respect to any investor. Eminence GP, the Investment Adviser and their respective partners, members, officers, employees and affiliates are not subject to the management fee. Generally, each month ICAV1 pays the Investment Adviser a management fee in advance equal to (1) 0.0625% (0.75% annualized) of the net asset value of each series of Class A shares (2) 0.125% (1.50% annualized) of the net asset value of each series of Class B shares, and (3) 0.0208% (0.25% annualized) of the net asset value of each series of Class F shares. The management fee will be calculated and paid in advance. The Investment Adviser may, in its sole discretion, waive all or part of the management fee otherwise due, with respect to any investor. Performance Fees Partners Long Subject to high water mark provisions described in detail in Partners Long’s confidential offering memorandum and limited partnership agreement, at the end of each fiscal year of the Partnership, Fund Long Master pays the Investment Adviser an incentive fee equal to

Read the rest in the brochure

The descriptions set forth in this Brochure of specific advisory services that the Investment Adviser offers, and investment strategies pursued and investments made by the Investment Adviser on behalf of its clients, should not be understood to limit in any way the Investment Adviser’s investment activities. The Investment Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Investment Adviser considers appropriate, subject to each client’s investment objectives and guidelines. The investment strategies the Investment Adviser pursues are speculative and entail substantial risks. Clients and investors should be prepared to bear a substantial or total loss of capital. There can be no assurance that the investment objectives of any client or investor will be achieved. Please refer to each Fund’s offering documents for a more detailed discussion of our investment strategy and related risks. Each of the Funds’ (other than the Opportunity Fund), Long Accounts', DVF’s, and SMA’s investment objective is to seek above-average long-term capital appreciation through investments primarily in equity securities. The Opportunity Fund's investment objective is to seek attractive returns through opportunistic investments in public and private companies operating in or adjacent to the cannabis sector. In seeking to achieve the client's investment objective, we employ a research-driven, "quality value" investment strategy. This quality value strategy emphasizes the traditional elements of value investing coupled with a strong focus on investing in high quality businesses and avoiding or selling short low quality businesses. Our investment diligence process is based on a combination of rigorous financial and qualitative analysis intended to help the Investment Adviser determine the quality and durability of a business and determine the value of the business's security. In determining the quality of a business we analyze many factors, the most important of which are listed below: Business Characteristic

High Quality Business

Low Quality Business

Barriers to entry

high

low

Threat of substitutes

low

high

Power of customers and suppliers

low

high

Capital requirements

low

high

Return on invested capital

high

low

Earnings predictability

high

low

Growth potential

high

low

Quality and depth of management

high

low

Rivalry among competitors

mild

intense

Competitive position

strong

weak

Quality of accounting

conservative

aggressive

In valuing a security, we typically undertake a two-part analysis. First, we determine a security’s current intrinsic value. This entails analyzing the company’s ability to generate cash flow, the growth potential of that cash flow, and the strategic value of the company’s market position to a potential acquirer. The second part of the analysis entails determining the likelihood and magnitude of appreciation or depreciation in a security’s future value. In this part of the analysis, we consider some less tangible factors, such as the use of the company’s free cash flow, the quality and motivation of its management, changes in social or economic trends that affect the demand for the company’s product or service and changes in the company’s competitive position. We execute our diligence and monitoring process in several ways including, but not limited to, construction of proprietary financial models and analysis; scrutiny of regulatory filings, management commentary and financial statements; evaluating third party company and industry information; performing qualitative field research to gain perspective on the industry and the company; meeting with senior management personnel; utilizing quantitative analysis and data science to enhance investment analysis; and performing thesis-specific fieldwork on topics identified during completion of our diligence. On the long side we attempt to identify those companies that are both high quality businesses and undervalued by the marketplace as purchase candidates. We tend to emphasize business quality; focus on businesses with stable to improving secular trends; seek to identify stocks whose prices represent a material discount to our view of value and avoid low quality businesses or secularly challenged but cheap stocks. For shorts, we seek to identify businesses or industries facing secular or structural challenges; having large gaps between reported earnings and our view of economic or sustainable earnings; and having underlying changes in their earnings profile not yet fully recognized by other investors. We believe that maintaining a reasonably concentrated portfolio and focusing our research efforts on fewer companies afford the best opportunity to both accurately assess the quality and value of a business and provide the best opportunity to generate above average longterm capital appreciation (or, in the case of the Opportunity Fund, attractive returns). On an ongoing basis, we evaluate the overall investment climate for equity securities by assessing the economic outlook, Federal Reserve policy and valuation levels for the overall stock market. The level of net exposure of each Fund’s portfolio at any given time is a function of both our ability to identify attractive investments and our assessment of the overall investment environment. We intend to increase the net market exposure of each Fund’s portfolio when we believe the investment climate is, or will become, particularly

good for equity securities and conversely, intend to reduce net market exposure when we believe the investment climate is, or will become, hostile for equity securities. We expect that the net exposure of the Long Funds, Alpha Extension Funds, DVF, the Opportunity Fund, and the Long Accounts will generally be at or close to 100%. Each client invests primarily in publicly-traded equity securities, but certain clients’ investments may at any time include long or short positions in publicly-traded or privately negotiated (or restricted) common stocks, preferred stocks, stock warrants and rights, bonds, notes or other debentures or debt participation, convertible securities, partnership interests and other securities or financial instruments, including those of investment companies. Each Fund other than the Opportunity Fund (which has a highly concentrated portfolio) generally will not invest more than 20% of its net asset value (measured at the time of investment) in the securities of a single issuer (other than government securities, money market funds or similar cash equivalent instruments or exchange traded funds, other broad sector or market index products). Each Fund, DVF and the Long Accounts may invest in “unseasoned” as well as mature companies. In addition, clients may, subject to their investment guidelines and restrictions, sell or write options of any or all types and may enter into equity swaps, contracts for differences, total return swaps or other over-thecounter derivative contracts. The Funds and DVF may also engage in short sales of securities, buy securities on margin and may arrange with banks, brokers and other financial institutions to borrow money against a pledge of securities in order to employ leverage when the Investment Adviser deems such action appropriate. The Classic Funds and Alpha Extension Funds generally leverage their assets under management and are authorized to borrow for investment purposes or to fund redemption requests. DVF has established its own relationships with prime brokers and pursuant to such relationships utilizes leverage to finance its purchases and sales. For the Classic Funds, Alpha Extension Funds, and DVF the amount of gross leverage (i.e., long positions plus short positions) may be substantial (i.e., typically 150% or greater of the value of the Fund’s capital in the case of the Classic Funds and 100% of capital in the case of the Alpha Extension Funds and DVF) and may be achieved through a number of methods, including, without limitation, the use of loans and derivatives. We do not expect to employ leverage in the ordinary course of managing the portfolios of the Long Funds, Opportunity Fund, and Long Accounts, provided, however, that there are circumstances in which leverage may be used from time to time. Loans generally may be obtained from securities brokers and dealers or from other financial institutions; such loans will be secured by securities or other assets of the relevant Fund pledged to such brokers or financial institutions. Each of the Funds pays interest at borrowing rates which are expected to be at a small premium over the federal funds rate, or other commonly-used benchmark rates or as determined by the Fund’s prime broker, as the case may be. Material, Significant or Unusual Risks Relating to Investment Strategies The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment with Eminence Capital. These risk factors include only those risks the Investment Adviser believes to be material, significant or unusual and relate to

particular significant investment strategies or methods of analysis employed by the Investment Adviser. It is critical that investors and prospective investors refer to the relevant offering memorandum for a more complete description of the risks of an investment with Eminence Capital. Risks of Investments in Securities Generally. An investment with Eminence Capital involves risks, including the risk that the entire amount invested may be lost. Clients invest in and actively trade securities and other financial instruments using investment techniques with certain risk characteristics, including, without limitation, risks arising from the volatility of the equity markets, the risks of borrowings, the potential illiquidity of securities and other financial instruments and the risk of loss from counterparty defaults. No guarantee or representation is made that the clients’ investment objectives will be achieved. Clients may utilize such investment techniques as leverage and margin transactions, limited diversification and options and derivatives trading, which practices can, in certain circumstances, increase the adverse impact to which clients may be subject. Equity Securities. Client investment portfolios include equity and equity-related securities of U.S. and non-U.S. companies. Equity securities fluctuate in value in response to many factors, including the activities and financial condition of individual companies, the business market in which individual companies compete and industry market conditions and general economic environments. For example, beginning in February 2020, world financial markets experienced extraordinary market conditions resulting in extreme volatility in the global equity markets. Nature of Certain Investments. There is no limitation on the size or operating experience of the companies in which clients may invest. Some small companies in which clients may invest may lack management depth or the ability to generate internally or obtain externally the funds necessary for growth. Companies with new products or services could sustain significant losses if projected markets do not materialize. Further, such companies may have, or may develop, only a regional market for products or services and may be adversely affected by purely local events. Such companies may be small factors in their industries and may face intense competition from larger companies and entail a greater risk than investment in larger companies. Investment in Undervalued Securities. Clients may invest in securities of companies which the Investment Adviser believes to be undervalued. However, the identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. Investment Selection. The Investment Adviser may select investments on the basis of information and data filed by the issuers of such securities with the SEC or made directly available to the Investment Adviser by the issuers of the securities and other instruments or through sources other than the issuers. Although the Investment Adviser evaluates all such information and data and seeks independent corroboration when it considers it appropriate and when it is reasonably available, the Investment Adviser is not in a position to confirm the completeness, genuineness or accuracy of such information and data

Read the rest in the brochure

The Investment Adviser provides advice to the Funds, which are private investment funds, as described above, and to the SMA, Long Accounts and DVF. Investors in the Funds may include some or all of the following: individuals, banks or thrift institutions, investment companies, pension and profit sharing plans, trusts, estates or charitable organizations, or corporations or business entities other than those listed previously, private investment funds or other entities. Investors in the Funds are generally required to make minimum initial and additional investments, with specific minimum amounts varying by Fund and disclosed in the relevant offering documents. The relevant Fund board of directors or General Partner may waive (and in certain cases has waived) the minimum initial investment amount (and minimum additional investment amounts), but in in no event will it be less than the amount required by applicable law.

Eminence Capital or one of the General Partners accepts performance allocations or fees from all of its clients except the Long Accounts and Alpha Extension II, LP, whose sole external investor (the SMA) pays a performance fee (and provided that where a performance allocation or fee is paid by a master fund, no such fee is paid by the feeder funds and vice versa). We face a potential conflict of interest in that we accept performance-based compensation from some clients, but not from other clients. It also should be noted that our clients have different fee structures, and, as explained in Item 5 and Fund offering materials, Class A and Class F (Tranche F-A in the case of Fund Long) but not Class B investors in the Long Feeder Funds and Tranche A, Tranche B, Tranche D and Tranche F but not Tranche C investors in the Alpha Extension Feeder Funds are subject to performance-based compensation for performance that exceeds that of a benchmark. We could be deemed to have an incentive to preferentially allocate time, resources, and investment opportunities to certain clients as a result of such different fee structures and the potential to earn performance compensation in a given period. In addition, we could be deemed to have a similar incentive to favor clients with higher participation levels by affiliates and employees of Eminence Capital. We believe the potential for such conflicts is mitigated by client investment programs (which, as described in Item 4, provide for substantial position replication where appropriate), our Code of Ethics (which requires us to place the interests of clients ahead of our own), and our trade allocation procedures. See “Trade Allocation and Aggregation Policies and Procedures; Conflicts of Interest Created by Contemporaneous Trading” in Item 12. In addition, the possible receipt of performance-based compensation in general could be deemed to create an incentive to make investments that are riskier or more speculative than would otherwise be the case. It also should be noted that because performance-based compensation is based primarily on realized and unrealized gains and losses, we may receive a performance allocation reflecting unrealized gains that are not subsequently recognized.

The Investment Adviser and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. The Investment Adviser has claimed an exemption from registration with the CFTC as a commodity pool operator. The Investment Adviser and its management persons are not registered and do not have any application to register as, futures commission merchants, commodity trading advisors or associated persons of the foregoing entities. As more fully explained in Item 4, the Investment Adviser provides advisory services to the Funds, which are pooled investment vehicles. In addition, the Investment Adviser is an affiliate of the General Partners, which are the general partners of the Partnerships and the Manager of certain of the Funds and are controlled by Mr. Sandler. The Investment Adviser does not recommend or select other investment advisers for its clients.

and Personal Trading Code of Ethics Our Code of Ethics (“Code”) was adopted in an effort to assist us and our partners, officers and employees (collectively, “Employees”) in meeting our obligations as a fiduciary. We strive to adhere to the highest standards of conduct based on principles of professionalism, integrity, honesty, and trust. Our Code incorporates the following general principles, which all Employees are required to uphold: • • • •

We must at all times place the interests of our clients first. All personal securities transactions must be conducted in a manner consistent with the Code and avoid any actual or potential conflicts of interest or any abuse of an Employee’s position of trust and responsibility. Employees must not take any inappropriate advantage of their positions at the Firm. Independence in the investment decision-making process must be maintained at all times.

Our Code is distributed to each Employee at the time of joining Eminence Capital. We also supplement the Code with training upon hire and periodically thereafter. Our Employees are required to provide transaction and holdings information for brokerage accounts (including those of family members and others) over which they have direct or indirect influence or control to our Compliance Department consistent with the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (“Advisers Act”). Our Code generally prohibits our Employees from investing in publicly-traded equity securities other than mutual funds, closed-end funds and exchange traded funds (“Covered Securities”) for accounts in which they have a direct or indirect pecuniary interest and exercise direct or indirect influence or control. Employees may liquidate Covered Securities that pre-existed their employment only with the approval of the Chief Compliance Officer or his designee. Employees may trade for accounts with respect to which they do not have a pecuniary interest (including but not limited to certain family members’ accounts) but must obtain prior approval from Compliance for transactions in Covered Securities. We believe that these policies and procedures effectively address the material potential conflict of interest with our clients that may arise as a result of personal trading activities. Any proposed transactions requiring pre-clearance will be reviewed by the Chief Compliance Officer or his designee for possible conflicts, such as an Employee trading ahead of a client or benefiting from client market activity. We also require pre-clearance for investments in initial public offerings, limited offerings, and private companies. The Chief Compliance Officer or his designee will review such investments for potential conflicts, such as taking a limited investment opportunity appropriate for clients or investing in a service provider compensated by clients. Clients

have invested and may invest in public or private companies in which an Employee has a pre-existing investment, creating a potential conflict of interest in that the Employee could benefit from client investment activity. Clients will not make any investment unless deemed appropriate for the client. Conflicts will be managed as determined to be appropriate in the particular situation. The Code also contains provisions regarding Employee participation in outside activities. Employee service on the board of directors of an outside company, as well as other outside activities generally, could lead to the potential for conflicts of interest. When an Employee serves on the board of directors of a portfolio company, the Employee and/or the Investment Adviser may acquire fiduciary duties to the portfolio company and its shareholders, and such fiduciary duties could conflict with the fiduciary duties owed to clients. Employees may not serve on the board of directors of any outside company or engage in outside business ventures without prior approval from Compliance. In addition, the Code contains limitations regarding the giving and receiving of gifts and entertainment and policies and procedures regarding political contributions. Clients and prospective clients may obtain a copy of the Code by addressing a request to Eminence Capital’s Chief Compliance Officer, 399 Park Avenue, 25th Floor, New York, NY 10022. Rebalancing From time to time, the Investment Adviser may determine that account sizes have materially changed such that the allocation of investments previously made to, and presently held by, participating accounts are no longer representative of the relative sizes of such accounts or the desired market exposure. This may occur, for example, in connection with capital activity or account appreciation/depreciation. In such events, the Investment Adviser may rebalance the portfolios of the accounts. In the case of securities, such rebalancing generally will be effected through open market transactions (in which case the clients would incur commissions) or private transactions (internal cross transactions). We may face a potential conflict of interest in such private transactions because affiliates of the Investment Adviser may have a greater financial interest in one client to the transaction. We mitigate this potential conflict by generally pricing private transactions at the prior day’s closing price. In the case of positions held on swap, or otherwise not custodied at a prime broker, rebalancings generally will be effected by the relevant counterparty either at the prior day’s closing price or current market price. In the context of any rebalancing transactions, neither the Investment Adviser, nor any of its affiliates, will be, either individually or collectively, “acting as broker” within the meaning of Section 206(3) of the Advisers Act. Principal Transactions Rebalancing or other transactions between clients may be deemed “principal transactions” pursuant to the Advisers Act and SEC guidance due to the aggregated ownership of the

Investment Adviser and certain affiliated entities and individuals in a participating Fund. In such a case, the Investment Adviser will comply with the requirements of Section 206(3) of the Advisers Act. The Funds have the authority to select, and certain Funds have selected, persons who are not affiliated with the Investment Adviser to serve on a committee to review and approve or disapprove principal transactions and certain other related party transactions to the extent required by applicable law. Investments by Principals, Partners, and Employees Principals, partners, and employees of Eminence Capital invest their personal capital in the Funds or General Partners. We believe that this alignment of financial interest with our clients and investors helps to eliminate potential conflicts of interest. However, potential conflicts may arise when such affiliates of Eminence Capital have investments in some Funds but not others or different levels of investments in the various Funds. We mitigate the potential conflicts through our Code of Ethics, which requires that Employees act in the best interests of the Firm’s clients, and our policies and procedures relating to the allocation of investment opportunities (more fully set forth in Item 12).

The Investment Adviser is authorized by clients to select brokers to effect transactions. The Investment Adviser also outsources certain trading services in connection with effecting overnight transactions in non-U.S. securities to a third-party (the “Outsourced Trader”), and the commissions or other compensation paid to the Outsourced Trader will be borne by clients. The use of the Outsourced Trader involves a conflict of interest. For example, the salaries and other operating and overhead expenses attributable to traders that are employees of the Investment Adviser will be borne by the Investment Adviser, while any commissions or any other compensation of the Outsourced Trader will be borne by clients. This presents an incentive for the Investment Adviser to utilize the Outsourced Trader. Portfolio transactions for the clients are allocated by the Investment Adviser (or the Outsourced Trader) to brokers on the basis of best execution and in consideration of such factors as: quality of execution – accuracy and timeliness of execution; block trading and block positioning capabilities; the ability to handle difficult trades; willingness and ability to commit capital; market intelligence regarding trading activity; the actual executed price of the security and the broker’s commission rates; research and brokerage products and services (as described herein); financial stability and reputation of the broker; the operational facilities of the brokers and/or dealers involved (including back office efficiency); and confidentiality of trading activity. If the Investment Adviser determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the research and brokerage products and services provided by such broker, clients may pay commissions to such broker in an amount greater than the amount another broker might charge. Soft Dollar Usage Research and brokerage products and services provided by brokers through which portfolio transactions are executed, settled and cleared may include (and, over the past year, have included) research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, access to management and other products and services providing lawful and appropriate assistance to the Investment Adviser in the performance of its investment decision-making responsibilities (collectively, “soft dollar items”). We generally receive such services in the form of written reports and telephone or in-person discussions, invitations to conferences or meetings with management teams, security analysts, industry consultants, and economists. Section 28(e) of the Exchange Act permits the use of soft dollar items in certain circumstances, provided that clients do not pay a rate of commissions in excess of what is competitively available from comparable brokerage firms for comparable services, taking into account various factors, including commission rates, financial responsibility and strength and ability of the broker to efficiently execute transactions. Non-research products and “soft dollars” which are not generated through agency transactions in securities (with

the exception of riskless principal transactions) are outside the parameters of Section 28(e)’s “safe harbor.” The use of commissions or “soft dollars” to pay for research and brokerage products and services will fall within the safe harbor created by Section 28(e) of the Exchange Act and the prevailing guidance provided by the SEC regarding Section 28(e). Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by one or more clients may be used by the Investment Adviser to service other clients. The Investment Adviser does not seek to allocate soft dollar benefits to client accounts in proportion to the soft dollar credits the client accounts generate. If a product or service obtained with soft dollars were to provide both research and non-research assistance to the Investment Adviser (a “mixed use” item), the Investment Adviser would make a reasonable allocation of the cost which may be paid for with soft dollars. In making reasonable allocations of costs between administrative benefits and research and brokerage services, a conflict of interest would exist by reason of the Investment Adviser’s allocation of the costs of such benefits and services between those that primarily benefit the Investment Adviser and those that primarily benefit clients. When the Investment Adviser uses client brokerage commissions (or markups or markdowns) to obtain research or other products or services, the Investment Adviser receives a benefit (to the extent the expense otherwise would be borne by the Investment Adviser and not the clients) because it does not have to produce or pay for such products or services. The Investment Adviser may have an incentive to select or recommend a broker-dealer based on the Investment Adviser’s interest in receiving research or other products or services, rather than on its clients’ interest in receiving most favorable execution. We presently do not have any third-party soft dollar arrangements whereby research services and products provided by a broker-dealer are generated by third-parties. We do utilize commission sharing arrangements (“CSAs”) pursuant to which we may execute transactions through a broker-dealer and pay such broker-dealer an amount over and above the cost of execution alone in order to generate credits with that broker-dealer, and later request that the broker-dealer use such credits to compensate another research provider. We utilize CSAs to have a portion of commissions paid to some higher-volume trading relationships set aside to compensate other research providers, including sell-side brokerage firms whose research we utilize but whose trading desk we typically do little or no business with. CSA dollars are not currently used for any purpose other than paying for research provided by third-parties. From time to time, the Investment Adviser considers the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempts to allocate a portion of the brokerage business of its clients on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation, but can (and often does) exceed the suggested level, because

transactions are allocated on the basis of all of the considerations described above. In no case will the Investment Adviser make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. The soft dollar disclosures in this section are a concise description of the procedures followed by the Investment Adviser in determining how to direct client transactions to a particular broker-dealer in return for soft dollar benefits received. We do not recommend, request, or require that a client direct us to execute transactions through a specified broker-dealer. Additional Brokerage Considerations Client securities transactions can be expected to generate brokerage commissions and other compensation, all of which the clients, not the Investment Adviser, will be obligated to pay. The Investment Adviser has discretion in deciding what brokers and dealers clients will use and in negotiating the rates of compensation clients will pay. In addition to using brokers as “agents” and paying commissions, clients may buy or sell securities directly from or to dealers acting as principals at prices that include markups or markdowns, and may buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. Merrill Lynch Professional Clearing Corp. (“Merrill”), Goldman, Sachs & Co. (“Goldman”), and Morgan Stanley & Co., LLC (“Morgan”) serve as prime brokers for the Classic Funds and Alpha Extension Funds. J.P. Morgan Securities LLC (“J.P. Morgan”; together with Merrill, Goldman and Morgan, the “Prime Brokers”) also serves as a prime broker for the Classic Funds. Goldman serves as the prime broker for the Long Funds and Opportunity Fund. The Prime Brokers clear (generally on the basis of payment against delivery) the Funds’ securities transactions that are effected through other brokerage firms. The Funds are not committed to continue their prime brokerage relationship with Merrill, Goldman, J.P. Morgan, or Morgan for any minimum period, and the Investment Adviser may select other or additional brokers to act as prime broker(s) to the Funds. Neither the Investment Adviser nor any related person receives client referrals from any broker-dealer or third party. However, from time to time, brokers (including prime brokers) may assist the Funds in raising additional funds from investors, and representatives of the Investment Adviser may speak at conferences and programs sponsored by such brokers for investors interested in investing in hedge funds. Through such “capital introduction” events, prospective investors would have the opportunity to meet with the Investment Adviser. Currently, none of the Funds or the Investment Adviser compensates any broker for organizing such events or for any investments ultimately made by prospective investors attending such events, nor do they anticipate doing so in the future. While such events and other services provided by a broker may influence the Investment Adviser in deciding whether to use such broker in connection with brokerage, financing

and other activities of the Funds, the Investment Adviser will not commit to allocate a particular amount of brokerage to a broker in any such situation. The Investment Adviser conducts periodic best execution reviews in an effort to identify and mitigate compliance risks associated with brokerage relationships, and to determine that the Investment Adviser is obtaining best execution for clients’ accounts. Trade Allocation and Aggregation Policies and Procedures; Conflicts of Interest Created by Contemporaneous Trading In the absence of legal or other (such as operational) limitations, available cash (particularly for the Long Funds and Long Accounts), or tax considerations, because the Classic Funds, Alpha Extension Funds, DVF, Long Funds (with respect to long positions), and Long Accounts (with respect to all or some of Fund Long Master’s positions) share the same investment program, trades for the Classic Funds, Alpha Extension Funds, DVF, Long Funds, and Long Accounts are typically aggregated and allocated pari-passu based upon net asset value (taking into account the sizing adjustments for the Long Funds, Alpha Extension Funds, DVF, and the Long Accounts). In those situations when trades are not aggregated, participating accounts may receive different execution prices. When clients are exiting a position, trades are typically allocated based upon position size. Notwithstanding the foregoing, the long portfolios of the Classic Funds may diverge from the portfolios of the other clients on occasion due to differences in investment programs or objectives. Examples of investments that might be included in the Classic Funds but not the Long Funds or Long Accounts, Alpha Extension Funds, and DVF include, without limitation, paired positions (i.e., a long position paired with a short position), index ETF positions, private investments (and follow-on investments in such companies), and direct exposure to physical commodities. To the extent a Long Account and/or DVF is concurrently participating in an order with the Funds, such Long Account and/or DVF and each Fund participates in an aggregated order at the average price of the execution and shares the transaction costs pro rata based on its participation in the transaction. If an order is partially filled, then the Investment Adviser generally allocates the filled portion of the order pro rata in proportion to the size of the order placed for such Long Account and/or DVF and each Fund. Long Account and/or DVF participation in an investment opportunity may impact the level and nature of Fund participation due to, for example, regulatory or liquidity considerations. Generally, the portfolio of the Opportunity Fund will include securities held by the Classic Funds, Alpha Extension Funds, DVF and Long Funds that are determined by the Chief Investment Officer to be appropriate for the Opportunity Fund. Generally, such positions held by the Opportunity Fund will be sized pari-passu (taking into account the sizing adjustments for the Opportunity Fund), though the size of any such positions held by the Opportunity Fund may differ from the size of such position in the Classic Funds, Alpha Extension Funds, DVF and Long Funds for a variety of reasons, including the Opportunity Fund’s liquidity, legal or other (such as operational) limitations, available cash, or tax considerations. On occasion, publicly-traded securities may be included in the Opportunity Fund but not the Classic Funds, Alpha Extension Funds, DVF and Long Funds due to a

Read the rest in the brochure

The Investment Adviser does not receive economic benefits from non-clients for providing investment advice and other advisory services. Neither the Investment Adviser nor any related person directly or indirectly compensates any person who is not a supervised person, including placement agents, for client referrals. The Investment Adviser has entered into non-exclusive placement agent agreements with LPL Financial LLC and Stifel, Nicolaus & Company, Incorporated (together, the “Placement Agents”) pursuant to which the Placement Agents may solicit subscriptions for investments in certain Funds from qualified clients of the Placement Agents. The Placement Agents are compensated by a fee paid by Eminence Capital that is based on the net asset value of each Placement Agent client’s Fund investment.

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of the Investment Adviser’s advisory business or the integrity of the Investment Adviser’s management.

Each of the portfolio positions are reviewed by the relevant portfolio manager and analysts on an ongoing basis, as is the sector exposure within the portfolio. The financial statements of each of the Funds are audited annually by an independent public accountant. Investors in the Funds receive weekly and month-end performance estimates, monthly account statements, and quarterly letters which update investors on Classic, Long, and Alpha Extension fund performance as well as any notable developments at the Investment Adviser; provided, however, that investors who are clients of the Placement Agents (as defined in Item 14) do not receive weekly estimates. Investors receive the audited financial report within 120 days of the applicable Fund’s fiscal year end and, if applicable, the information necessary for the investor to complete its annual federal income tax return. In addition, for investors who sign a non-disclosure agreement, the website also provides all long positions for each strategy on a monthly basis with a 40-day lag as well as incremental sector, geographic and market capitalization exposure details for both long and short positions for each strategy. Clients other than the Funds receive such reports as are described in their respective investment advisory agreements. Due to the inherent nature of the Long Accounts and DVF, the manager of the Long Accounts, and investment adviser of DVF have portfolio transparency not available to investors in the Funds. Certain investors are provided with information about the Funds (including portfolio positions) in response to questions and requests made in due diligence meetings or other communications. Such information typically will not be distributed to other investors and prospective investors who do not request such information.

An adviser has custody if it acts in any capacity that gives the adviser legal ownership of, or access to, client funds or securities. We have custody of Fund assets because we or an affiliate either (1) acts as general partner or manager of a Fund with the authority to dispose of funds and securities in such Fund’s account or (2) are deemed to have custody because of the ability to withdraw fees directly from the Funds. We maintain all of the Fund assets at a prime broker or custodial bank acting as a qualified custodian to the extent required by Advisers Act Rule 206(4)-2 (the “Custody Rule”). Clients may also post collateral to a non-prime broker swap counterparty. Eminence Capital is subject to the Custody Rule. However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to the Funds because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception.” Pursuant to such exception, the Funds are subject to an annual audit by an independent public accountant registered with, and subject to inspection by, the Public Company Accounting Oversight Board and investors are provided with audited financial statements of the relevant Fund within 120 days of such Fund’s fiscal year end.

We have complete investment discretion over the portfolios of the Funds, SMA, Long Accounts, and DVF, and are only limited by the investment restrictions set forth in each Fund’s confidential offering memorandum (or prospectus, as in the case of ICAV1) or limited partnership agreement and the investment advisory agreement relating to the SMA, each Long Account and DVF.

Rule 206(4)-6 of the Advisers Act requires registered investment advisers that exercise voting authority over client securities to implement proxy voting policies. In compliance with such rule, we have adopted proxy voting policies and procedures. We may vote proxies on behalf of all clients other than the SMA and our policy is to do so in the best interests of our clients. Clients and investors may not direct us to vote in a particular way for a particular proxy. Part of our overall investment objective is to invest in companies we believe have, among other positive traits, management teams exhibiting good business judgment and sound decisions around corporate governance practices. We generally expect that our interests (including the interests of our clients) are aligned with the management teams of the companies in which we invest. We will generally vote in accordance with the recommendations of the issuer’s management on routine corporate housekeeping proposals. We will vote non-routine matters on a case-by-case basis, taking into account a number of factors that we deem relevant, including our view of the potential impact of a proposal on the value of a company’s securities and recommendations of proxy advisory firms. We may also abstain from voting specific proxies if we believe that doing so is in the best interests of our clients or otherwise appropriate. For example, we may not vote proxies if our clients have closed their positions in a particular company. We receive and review reports from Glass Lewis & Co. and Institutional Shareholder Services Inc. as part of our proxy process. We monitor for occasions where the voting of proxies could present a conflict of interest between Eminence Capital and its clients. If we determine that a material conflict exists, the Chief Compliance Officer will consult with the Chief Investment Officer and internal or outside counsel, if necessary, to resolve the conflict. In such situations, we may engage a third-party to recommend a vote with respect to such proxy. Clients may obtain a copy of the policy and information on how the Investment Adviser voted client securities by addressing a request for such policy or information to the Investment Adviser’s Chief Compliance Officer, 399 Park Avenue, 25th Floor, New York, NY 10022.

The Investment Adviser is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.