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 $ 7,652,500,000 as of January 1, 2020. 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 funds that generally replicate the portfolios of our Classic funds, but with each position size multiplied by approximately 1.5x that of our Classic exposure. Those funds are referred to as our “Leveraged Classic” funds. We also have “Long” funds with portfolios that generally replicate the long positions held in the Classic and Leveraged Classic funds. We also have single-investor funds that replicate the portfolios of our Classic Funds and that are not open to other investors (the “Single- Investor Funds”). Collectively, we refer to the Classic funds, the Leveraged Classic funds, the Long funds, and the Single-Investor Funds as the “Funds,” and each a “Fund.”

We also provide investment advisory services to the owner of two separately managed accounts (the “SMAs”) that is an entity. The portfolios of the SMAs are made up primarily of subsets of the long positions of the portfolios of the Classic, Leveraged Classic, Single- Investor, and Long Funds.

The Funds are:

Eminence Classic Funds


• Eminence Partners, L.P. (“Eminence Partners”), a New York limited partnership;
• Eminence Partners II, L.P. (“Eminence Partners II”), a New York limited partnership;
• Eminence Fund, Ltd. and Eminence Fund Master, Ltd. o Eminence Fund, Ltd. (“Eminence Fund”) is an exempted company incorporated under the laws of the Cayman Islands. Eminence Fund invests substantially all of its assets in Eminence Fund Master, Ltd. (“Eminence Fund Master”), an exempted company incorporated under the laws of the Cayman Islands. Eminence Leveraged Classic Funds
• Eminence Partners Leveraged, L.P. (“Partners Leveraged”), a Delaware limited partnership, and Eminence Fund Leveraged, Ltd. (“Fund Leveraged,” and, together with Partners Leveraged, the “Leveraged Feeder Funds”). The Leveraged Feeder Funds invest all of their investable assets through a “master-feeder” structure in Eminence Fund Leveraged Master, Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Leveraged Master”).

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 substantially all of their assets in Eminence Fund Long Master, Ltd. ("Fund Long Master"), an exempted company incorporated under the laws of the Cayman Islands.

Single-Investor Funds
• Eminence Eaglewood Fund, Ltd. (“Eminence Eaglewood Fund”) is an exempted company incorporated under the laws of the Cayman Islands. Eminence Eaglewood Fund invests substantially all of its assets in Eminence Eaglewood Master, L.P. (“Eaglewood Master”), a Delaware limited partnership. Eaglewood Master’s portfolio replicates the portfolios of the Classic Funds.
• Eminence Fund II, Ltd. ("Eminence Fund II") is an exempted company incorporated under the laws of the Cayman Islands. Eminence Fund II invests substantially all of its assets in Eminence Fund II Master, L.P. (“Eminence Fund II Master”), a Delaware limited partnership. Eminence Fund II Master’s portfolio replicates the portfolios of the Classic Funds, adjusted to achieve the desired level of market exposure.

The Leveraged Feeder Funds, Eminence Fund, Long Feeder Funds, Eminence Eaglewood Fund, and Eminence Fund II are referred to herein as the “Feeder Funds,” and each a “Feeder Fund.” 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. 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, Eminence Fund Master, Eminence Leveraged Master, and Eaglewood Master. Eminence GP II, LLC, also an affiliate of the Investment Adviser that is controlled by Ricky Sandler (“Eminence GP II”; together with Eminence GP, the “General Partners”), has overall responsibility for the investment strategy of Eminence Fund II Master. The interests in Eminence Partners II 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. The interests in Eminence Partners, Partners Leveraged, and Partners Long 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 Leveraged and Partners Long. Shares in Eminence Fund, Fund Leveraged, Eminence Eaglewood Fund, Fund Long, and Eminence Fund II 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 Leveraged, Eminence Eaglewood Fund, Fund Long, and Eminence Fund II.

The Funds are authorized to issue shares and limited partner interests, as determined from time to time by the board of directors or the 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 SMAs 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 SMAs are tailored to each of the SMAs' needs and restrictions. As used herein, the term “client” generally refers to each Fund and each of the SMAs. 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. please register to get more info

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.

THE CLASSIC FUNDS

Management Fees
Generally, each fiscal quarter, Eminence Partners, 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 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 and Eminence Partners II

Subject to high water mark provisions described in detail in Eminence Partners’ and 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 Fund and Fund Master Subject to high water mark provisions described in detail in the Eminence Fund confidential offering memorandum, an amount equal to 20% of the net realized and unrealized appreciation in the net asset value of each series of shares of Fund Master corresponding to a series of shares of Eminence Fund during each fiscal year is reallocated from the net asset value of each such series of Fund Master to the net asset value of the Class M Shares of 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 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. No additional incentive compensation is made at Eminence Fund.

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.

THE LEVERAGED CLASSIC FUNDS

Management Fees
For investments made on or after November 1, 2012, each fiscal quarter, Fund Leveraged Master will pay the Investment Adviser a management fee in advance equal to 0.46875% of the aggregate net asset value of the fee-paying investors in the respective Leveraged Feeder Fund as of the first day of that calendar quarter. The annualized rate is 1.875%. The management fee will be calculated and paid in advance but amortized by Fund Leveraged Master over the quarter for which the management fee is paid. In addition, a pro rata portion of the management fee will be paid to the Investment Adviser out of any contributions made to any Leveraged Feeder 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 Leveraged Feeder 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 Fund Leveraged Master and in turn, to the relevant Leveraged 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.
Performance Allocations
Partners Leveraged Subject to high water mark provisions described in detail in Partners Leveraged’s confidential offering memorandum, an amount equal to 20% of the net realized and unrealized appreciation in the net asset value of each series of shares of Leveraged Master corresponding to each limited partner’s capital account (after adjustments for any subscription or redemptions of shares in such series and net of expenses, including, without limitation, the management fee) will be reallocated from the net asset value of each such Master Fund series to the net asset value of the Class M shares of Leveraged Master at the end of each fiscal year (Class M shares are held by Eminence GP and are participating voting shares in Leveraged Master and carry the right to receive the incentive allocation). The balance of each corresponding capital account will be reduced in turn. 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. Fund Leveraged

Subject to high water mark provisions described in detail in Fund Leveraged’s confidential offering memorandum an amount equal to 20% of the net realized and unrealized appreciation in the net asset value of each series of shares of Leveraged Master corresponding to a series of shares of Fund Leveraged during each fiscal year is reallocated from the net asset value of each such series of Leveraged Master to the net asset value of the Class M Shares of Leveraged 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 Leveraged 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. No additional incentive compensation is made at Eminence Fund Leveraged.

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 LONG FUNDS
Management Fees
The Long Funds have two (2) classes of fee-paying interests or shares that are available for new investments: Class C and Class D limited partnership interests (in the case of Partners Long) and Class A-Tranche A-1 and Class B Tranche B-1 shares (in the case of Fund Long). Generally, each month Fund Long Master pays the Investment Adviser a management fee in advance equal to (1) 0.0833% (1.0% annualized) of the adjusted aggregate net asset value of each series of shares of the Master Fund corresponding to (a) a Partners Long Class C limited partner’s capital account and (b) each series of Class A Tranche A-1 shares of Fund Long and (2) .1458% (1.75% annualized) of the adjusted aggregate net asset value of each series of shares of the Master Fund corresponding to (a) a Partners Long Class D limited partner’s capital account and (b) each series of Class B Tranche B-1 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.
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 20% of the amount by which the net capital appreciation or depreciation (net of all expenses, including the management fee) in the net asset value of each series of shares of Fund Long Master corresponding to Class C limited partner capital accounts for such fiscal year exceeds the benchmark amount (described in detail in Partner Long’s confidential offering memorandum). If a Class C limited partner makes a withdrawal from its capital account prior to the last business day of a fiscal year, the incentive fee is calculated and paid to the Investment Adviser at the time of such withdrawal with respect to such amounts withdrawn.

The Investment Adviser, in its sole discretion, may elect to reduce, waive or calculate differently the incentive fee with respect to any Class C 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. Fund Long Subject to high water mark provisions described in detail in Fund Long’s confidential offering memorandum, at the end of each fiscal year of Fund Long, Fund Long Master pays the Investment Adviser an incentive fee equal to 20% of the amount the net realized and unrealized appreciation or depreciation (net of all expenses, including the management fee) in the net asset value of each series of shares of Fund Long Master corresponding to Class A Tranche A-1 shares of Fund Long for such fiscal year exceeds the benchmark amount (described in detail in Fund Long’s confidential offering memorandum). The incentive fee will be paid 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 Class A Tranche A-1 shareholder, including any partner, member, officer, employee or affiliate of the General Partner or the Investment Adviser or any family member of such person.

SMAs and the Single-Investor Funds

The SMAs pay the Investment Adviser a management fee which is accrued and billed quarterly in arrears and, subject to high water mark provisions, an incentive fee based on the amount the net realized and unrealized appreciation or depreciation, as the case may be, exceeds a benchmark amount (described in detail in each of the SMAs' investment advisory agreements). The management fee and incentive fee were negotiated and are set forth in detail in each SMA’s investment advisory agreement.

The Single-Investor Funds compensate the Investment Adviser by a management fee (calculated and paid quarterly in advance in the case of Eminence Eaglewood and quarterly in arrears in the case of Eminence Fund II) and incentive allocation from the respective master fund. The management fee and incentive allocation were negotiated and are set forth in detail in the offering documents of the Single-Investor Funds.
Expenses
All ongoing costs and expenses associated with the administration and operation of the clients, including, but not limited to, investment expenses such as commissions, research expenses (including those relating to overall portfolio and risk management and expenses of consultants and experts relating to particular investments and other expenses to acquire market data), interest on margin accounts, custodial fees and other reasonable expenses related to the purchase, sale, or transmittal of client assets (such as clearing and settlement charges, interest expenses, exchange fees, expenses relating to short sales and fees related to order management systems), legal and compliance expenses (including expenses related to regulatory filings related to the specific client and its portfolio), taxes, accounting (including tax preparation) or other professional fees, directors’ fees (if applicable), auditing fees and expenses, fees relating to investments in pooled investment vehicles and sub-advisory fees (if any), consultant and other service provider (including administrator and third party valuation service provider) expenses, premiums for errors and omissions insurance, expenses incurred in connection with the offering and sale of Fund interests or shares, and similar ongoing operational expenses in relation to the affairs of the clients generally shall be borne by the relevant client. Expenses of any of the Funds (excluding the management fee) generally are shared pro rata by all investors. Any expenses common to some or all clients and/or the employee-owned EFNM (as defined in Item 11 of this Form ADV Part 2A) generally will be paid pro rata by such clients and/or EFNM based on their respective amounts of capital under management. Fees and expenses that are identifiable with a particular share class (for offshore funds) or particular investor (for onshore funds) will be charged against such class or investor. We allocate expenses in a manner we believe is fair and equitable to clients and consistent with client offering and governing documents. We have a conflict of interest in determining whether an expense should be borne by the Investment Adviser or clients and address that conflict by allocating in a manner consistent with disclosures and internal policies and procedures. The Investment Adviser and any affiliate retained by the Investment Adviser are reimbursed for all out-of-pocket expenses incurred on behalf of any of the clients. To the extent any expenses to be paid by the clients are provided or paid for by the Investment Adviser or General Partners, the clients will reimburse the Investment Adviser or General Partners, as applicable, for such expenses. We generally receive class action notices from our prime brokers and make claims in connection with class action lawsuits in which clients are members of the class. In an effort to maximize our recoveries, we utilize a third-party service provider to assist us to review and monitor class action claims and to make such claims in the future. The amount of any recoveries paid to clients will be reduced by the service provider’s contingency fee, which is a negotiated percentage subject to a cap. please register to get more info

Eminence Capital or one of the General Partners accepts performance allocations or fees from all of its clients (provided, however, that Feeder Funds do not pay performance allocations or fees when paid by the relevant master fund). Because we are eligible to receive performance-based compensation from all such clients, we and our affiliates do not face the conflicts of interest that may arise when an investment adviser accepts performance-based compensation from some clients, but not from other clients. See “Conflicts of Interest Created by Contemporaneous Trading” in Item 11 and “Trade Allocation and Aggregation Policies and Procedures” in Item 12. It should be noted that our clients have different fee structures, and, as explained in Item 5 and Fund offering materials, Class C but not Class D limited partners in Partners Long and Class A Tranche A-1 but not Class B Tranche B-1 investors in Fund Long 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. 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. please register to get more info

The Investment Adviser provides advice to the Funds, which are private investment funds, as described above, and to an entity in connection with the SMAs. 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 investments of at least $1 million. Additional investments in the Funds by existing investors generally must be in the minimum amount of $100,000. The board of directors or, in the case of the feeder funds that are Delaware limited partnerships, Eminence GP, LLC 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. please register to get more info

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’ and the SMAs' investment objective is to seek above-average long-term capital appreciation through investments primarily in equity securities. 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 long- term capital appreciation. 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 and the SMAs 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 generally will not invest more than 20% (15% in the case of each SMA) 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 and the SMAs 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-the-counter derivative contracts. The Funds 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. Each of the Funds (other than the Long Funds) generally leverages its assets under management, and each of the Funds is authorized to borrow for investment purposes or to fund redemption requests. For the Classic, Leveraged Classic, and Single-Investor Funds 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 for the Classic Funds and 225% or greater of the value of the Fund’s capital for the Leveraged Classic Funds) 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 Long Funds’ and SMAs' portfolios, 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 (e.g., LIBOR) 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 September 2008, 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 (including, but not limited to, information and data obtained from quantitative or data science sources). Limited Diversification. While the Investment Adviser does not expect to invest more than 20% of a Fund’s (15% in the case of each SMA) net asset value in the security of a single issuer (other than government securities, money market funds or similar cash equivalent instruments, or exchange traded funds or other broad sector or market index products), there are no limits on the Investment Adviser’s investment discretion. At any given time, it is possible that a Fund’s or SMA’s portfolio could become significantly concentrated in any one issuer, industry, sector, strategy, country or geographic region, and such concentration of risk may increase the losses suffered by a Fund or SMA. In addition, it is possible that the Investment Adviser may select investments that are concentrated in a limited number or type of financial instruments. This limited diversity could expose the Funds or the SMAs to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in those financial instruments. Activist Investments. Clients may invest in securities of companies that the Investment Adviser believes are undervalued by the marketplace and are likely to appreciate, including as a result of a change in ownership, corporate direction or management, or as a result of operational improvements. In making such investments, the Investment Adviser may act alone or together with one or more other investors or investment managers acting as a group. In order to implement any actions deemed necessary to maximize value, the Investment Adviser, or other members of the investing group, may work with the management team of the target company to design an alternate strategic plan and assist them in its execution and may secure the appointment of persons selected by the Investment Adviser or other members of the group to the company's management team or board of directors. The Investment Adviser, either alone or as part of a group, may also initiate investor actions (including those that may be opposed by company management). Such investor actions may include, among other things, soliciting proxy votes, recruiting and promoting board candidates, re-orienting management's operational focus, initiating the sale of the company (or one or more of its divisions) to a third party, or an acquisition by the Investment Adviser or other members of the investing group. Such an acquisition may be accomplished either by the Investment Adviser (or the members of the investing group) acting alone, or acting in conjunction with management through a leveraged buyout. There can be no assurance of the success of any of the foregoing actions and the associated costs to clients may be significant. In order to accomplish the foregoing, the Investment Adviser may cause clients, either alone or together with other members of a group, to acquire a "control" position in the company's securities for purposes of the U.S. Securities Exchange Act of 1934 (“Exchange Act”). If deemed to "control" a company's securities, the clients’ ability to purchase or sell such company's securities may be limited. Exposure to Material Non-Public Information. From time to time, the Investment Adviser may receive material non-public information with respect to an issuer of publicly traded securities. In such circumstances, clients may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer. Limitations Due to Regulatory Restrictions. Clients may seek to acquire a significant stake in certain issuers. In the event such stake exceeds certain percentage or value limits, clients may be required to file a notification with one or more governmental agencies or comply with other regulatory requirements. Certain notice filings are subject to review that requires a delay in the acquisition of the securities. Compliance with such filing and other requirements may result in additional costs to the clients, and may delay the clients’ ability to respond in a timely manner to changes in the markets with respect to such securities. Competition; Availability of Investments. Certain markets in which clients may invest are extremely competitive for attractive investment opportunities and, as a result, there may be reduced expected investment returns. There can be no assurance that the Investment Adviser will be able to identify or successfully pursue attractive investment opportunities in such environments. Short Selling. Certain Funds engage in short selling. Short selling involves selling financial instruments which are not owned and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed financial instruments at a later date. Short selling allows the investor to profit from declines in market prices to the extent such decline exceeds the transaction costs and the costs of borrowing the financial instruments. The extent to which the Funds engage in short sales will depend upon the Investment Adviser’s investment strategy and opportunities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying financial instrument could theoretically increase without limit, thus increasing the cost to the Funds of buying those financial instruments to cover the short position. There can be no assurance that the Funds will be able to maintain the ability to borrow securities sold short. In such cases, the Funds can be “bought in” (i.e., forced to repurchase financial instruments in the open market to return to the lender). There also can be no assurance that the financial instruments necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing financial instruments to close out the short position can itself cause the price of the financial instruments to rise further, thereby exacerbating the loss. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the over-the-counter market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the Funds may be entirely dependent on the willingness of over-the-counter market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Lastly, even though the Funds secure a “good borrow” of the financial instrument sold short at the time of execution, the lending institution may recall the lent financial instrument at any time, thereby forcing a Fund or Funds to purchase the financial instrument at the then-prevailing market price, which may be higher than the price at which such financial instrument was originally sold short by the Fund. Leverage; Interest Rates; Margin. The Funds use leverage by trading on margin and/or through other direct and indirect borrowings. The use of leverage has attendant risks and can substantially increase the adverse impact to which the Funds’ investment portfolio may be subject. In addition, the leverage used by the Funds will be subject to the risk that changes in the general level of interest rates may adversely affect expenses and operating results. In general, the Funds’ use of short-term margin borrowings results in certain additional risks. For example, should the securities pledged to brokers to secure the portfolio’s margin accounts decline in value, the portfolio could be subject to a “margin call,” pursuant to which the portfolio must either deposit additional funds with the broker, or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden precipitous drop in the value of the portfolio’s assets, the portfolio might not be able to liquidate assets quickly enough to pay off its margin debt. When clients purchase an option in the United States, there is no margin requirement because the option premium is paid for in full. The premiums for certain options traded on non-U.S. exchanges may be paid for on margin. Whether any margin deposit will be required for over-the-counter options and other over-the-counter instruments, will depend on the credit determinations and specific agreements of the parties to the transaction, which are individually negotiated. Call Options. There are risks associated with the sale of call options. The seller (writer) of a call option which is covered (i.e., the writer holds the underlying security or currency) gives up the opportunity for gain on the underlying security above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. Put Options. There are risks associated with the sale of put options. The seller (writer) of a put option which is covered (i.e., the writer has a short position in the underlying security or currency) gives up the opportunity for gain on the underlying security below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price. Other Derivative Instruments. The clients may enter into swaps and other derivative instruments. Eminence Capital may take advantage of opportunities with respect to certain derivative instruments that are not currently contemplated for use or that are currently not available, but that may be developed, to the extent such opportunities are both consistent with the investment objective of the clients and in our belief legally permissible. Special risks may apply to instruments that are invested in by clients in the future that cannot be determined at this time or until such instruments are developed or invested in by clients. Certain swaps, options and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, the risk of non-performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty, legal risk and operations risk. Hedging Transactions. The Investment Adviser is not required to attempt to hedge client portfolio positions and generally it does not make investment decisions for the sole purpose of hedging another position. However, there may be instances where positions are structured for the sole purpose of acting as part of a hedge. Furthermore, the Investment Adviser may not anticipate a particular risk so as to hedge against it. Clients may (subject to their investment guidelines) utilize a variety of financial instruments (including options and derivatives), both for investment purposes and for risk management purposes in order to: (i) protect against possible changes in the market value of the client’s investment portfolio resulting from fluctuations in the securities markets and changes in interest rates; (ii) protect the unrealized gains in the value of the client’s investment portfolio; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in the client’s portfolio; (v) hedge the interest rate or currency exchange rate on any of the client’s liabilities or assets; (vi) protect against any increase in the price of any securities the client anticipates purchasing at a later date; or (vii) for any other reason that the Investment Adviser deems appropriate. Although the Investment Adviser generally does not hedge client portfolio positions, in the instances when it does, the success of the hedging strategy is subject to the Investment Adviser’s ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments in the portfolios being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the instances when the Investment Adviser hedges client portfolio positions is also subject to the Investment Adviser’s ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. While clients may enter into certain hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for clients than if they had not engaged in any such hedging transactions. For a variety of reasons, the Investment Adviser may not establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent clients from achieving the intended hedge or expose clients to risk of loss. Liquidity Risks. Liquidity may be essential to clients’ operations. Under certain market conditions, such as during volatile markets or when trading in a security or market is otherwise impaired, the liquidity of client portfolio positions may be reduced. During such times, clients may be unable to dispose of certain assets, which would adversely affect the clients’ ability to rebalance their portfolio or to meet redemption requests. In addition, such circumstances may force clients to dispose of assets at reduced prices, thereby adversely affecting client performance. If there are other market participants seeking to dispose of similar assets at the same time, the Investment Adviser may be unable to sell such assets or prevent losses relating to such assets. Furthermore, if clients incur substantial trading losses, the need for liquidity could rise sharply while its access to liquidity could be impaired. In addition, in conjunction with a market downturn, the Funds’ counterparties could incur losses of their own, thereby weakening their financial condition and increasing the Funds’ credit risk to them. Illiquid Investments. Clients may invest in securities which are subject to legal or other restrictions on transfer or for which no liquid market exists. Privately offered equity securities have limited liquidity and may never become publicly traded or otherwise freely tradeable. The market prices, if any, for such securities tend to be volatile and may not be readily ascertainable, and a client may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Clients may also be exposed to risk if an issuer of a private placement does not fulfill its contractual obligation to register restricted securities for public resale. Investments in Initial Public Offerings. Certain clients may invest in initial public offerings. Such investments offer the opportunity for significant appreciation; however, they are speculative and involve a substantially higher degree of risk. Repurchase and Reverse Repurchase Agreements. The Funds may enter into repurchase and reverse repurchase agreements. If the funds were to enter into a repurchase agreement, they would “sell” securities to a broker-dealer or financial institution, and agree to repurchase such securities on a mutually agreed date for the price paid by the broker-dealer or financial institution, plus interest at a negotiated rate. In a reverse repurchase transaction, the Funds would “buy” securities issued from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by the Funds, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by the Funds would involve certain risks. For example, if the seller of securities to the Funds under a reverse repurchase agreement were to default on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the Funds would seek to dispose of such securities, which action could involve costs or delays. If the seller became insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, the Funds’ ability to dispose of the underlying securities may be restricted. It is possible, in a bankruptcy or liquidation scenario, that the Funds would not be able to substantiate their interest in the underlying securities. Finally, if a seller were to default on its obligation to repurchase securities under a reverse repurchase agreement, the Funds would suffer a loss to the extent they are forced to liquidate a position in the market, and proceeds from the sale of the underlying securities were less than the repurchase price agreed to by the defaulting seller. Similar elements of risk arise in the event of the bankruptcy or insolvency of the buyer. Highly Volatile Markets. The prices of derivative instruments, including option prices, can be highly volatile. Price movements of derivative contracts in which client assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies, financial instruments, futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. The clients’ portfolios are also subject to the risk of the failure of any exchanges on which their positions trade or of their clearinghouses. Futures Contracts. The Investment Adviser has claimed an exemption from registration with the CFTC as a commodity pool operator under CFTC Rule 4.13(a)(3) (except with respect to Eminence Partners II, L.P.). Accordingly, the Investment Adviser is not subject to certain regulatory requirements with respect to the Funds that would otherwise be applicable absent such an exemption. Futures positions may be illiquid because, for example, many commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures contract prices on various commodities or financial instruments occasionally have moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Funds from promptly liquidating unfavorable positions and subject the Funds to substantial losses. In addition, the Funds may not be able to execute futures contract trades at favorable prices if trading volume in such contracts is low. It is also possible that an exchange or a regulator may suspend trading in a particular contract, order immediate liquidation and settlement of a particular contract or order that trading in a particular contract be conducted for liquidation only. In addition, various exchanges impose speculative position limits on the number of positions that may be held in particular commodities. Trading in commodity futures contracts and options are highly specialized activities that may entail greater than ordinary investment or trading risks. Furthermore, low margin or premiums normally required in such trading may provide a large amount of leverage, and a relatively small change in the price of a security or contract can produce a disproportionately larger profit or loss. Non-U.S. Investments. A portion of client assets are invested in securities and instruments of non-U.S. companies and non-U.S. sovereign issuers which are traded in non-U.S. markets. Investing in the securities and instruments of companies and sovereign issuers in non-U.S. countries involves certain considerations not usually associated with investing in securities and instruments of U.S. companies or U.S. markets, which may include, without limitation: political and economic considerations, such as greater risks of expropriation and nationalization, confiscatory taxation, the potential difficulty of repatriating funds, general social, political and economic instability and adverse diplomatic developments; the possibility of imposition of withholding or other taxes on dividends, interest, capital gain, other income or gross sale or disposition proceeds; the small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; fluctuations in the rate of exchange between currencies; and certain government policies that may restrict the portfolio’s investment opportunities. In addition, accounting and financial reporting standards that prevail in such countries generally are not equivalent to U.S. standards and, consequently, less information is available to investors in companies located in such countries than is available to investors in companies located in the U.S. There is also less regulation, generally, of the securities markets in such countries than there is in the U.S. Portfolio Turnover. The clients’ investment programs may involve frequent trading, which may result in higher investment costs and charges to clients. Currency Exchange Exposure. Clients invest in securities issued by companies with exposure (via revenue, assets, or base reporting currency) to non-U.S. currencies. Client assets, however, are valued in U.S. dollars. Clients may or may not hedge their non-U.S. currency exposure by entering into currency hedging transactions, such as maintaining balances in local currencies, forward contracts, futures contracts and cross-currency swaps. There can be no guarantee that securities suitable for hedging currency or market shifts will be available at the time when clients wish to use them, or that hedging techniques employed by clients will be effective. Furthermore, certain currency market risks may not be fully hedged or hedged at all. In addition, to the extent unhedged, the value of client positions in non-U.S. investments will fluctuate with U.S. dollar exchange rates as well as with the price changes of the investments in the various local markets and currencies. Such fluctuations may result in a loss to the clients. Necessity for Counterparty Trading Relationships; Counterparty Risk. The Funds have and may establish additional relationships to obtain financing, access to derivative markets and prime brokerage services that permit the Funds to trade in any variety of markets or asset classes over time; however, there can be no assurance that the Funds will be able to maintain such relationships or establish new relationships. An inability to establish or maintain such relationships may limit the Funds’ trading activities and could create losses and preclude the Funds from engaging in certain transactions or obtaining financing and prime brokerage services and prevent the Funds from trading at optimal rates and terms. Moreover, a disruption in the financing, access to derivative markets and prime brokerage services provided by any such relationships before the Funds can replace such relationships could have a significant impact on the Funds’ business due to the Funds’ reliance on such counterparties. Some of the markets in which the Funds may effect transactions are not “exchange-based,” including “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to the credit evaluation and regulatory oversight to which members of “exchange-based” markets are subject. The lack of evaluation and oversight of over- the-counter markets exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Funds have concentrated their transactions with a single or small group of counterparties. Generally, the Funds will not be restricted from dealing with any particular counterparties. The Investment Adviser’s evaluation of the creditworthiness of their counterparties may not prove sufficient. The lack of a complete and “foolproof” evaluation of the financial capabilities of the Funds’ counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Funds. Counterparty Insolvency. The Funds’ assets are held in accounts maintained for the Funds by counterparties, including their prime brokers. There is a risk that any of such counterparties could become insolvent. The insolvency of the Funds’ counterparties is likely to impair the operational capabilities or the assets of the Funds. Although the Investment Adviser regularly monitors the financial condition of the counterparties it uses, if one or more of the Funds’ counterparties were to become insolvent or the subject of liquidation proceedings in the United States (either under the Securities Investor Protection Act or the United States Bankruptcy Code), there exists the risk that the recovery of the Funds’ securities and other assets from such prime broker or broker-dealer will be delayed or be of a value less than the value of the securities or assets originally entrusted to such prime broker or broker-dealer. Collateral that a Fund posts to its counterparties that is not segregated with a third party custodian may not have the benefit of customer-protected "segregation" of such funds. In the event that a counterparty were to become insolvent, the Fund may become subject to the risk that it may not receive the return of its collateral or that the collateral may take some time to return. In addition, the Funds may use counterparties located in various jurisdictions outside the United States. Such local counterparties are subject to various laws and regulations in various jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to the Funds’ assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on the Funds and their assets. Investors should assume that the insolvency of any counterparty would result in a loss to the Funds, which could be material. Fraud. Of paramount concern in investments is the possibility of material misrepresentation or omission on the part of a counterparty. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying an investment. The Investment Adviser will rely upon the accuracy and completeness of representations made by counterparties to the extent reasonable, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to clients may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Debt Securities. The Funds may invest in private and government debt securities and instruments. Debt instruments in which clients invest may be unrated, and whether or not rated, the debt instrument may have speculative characteristics. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal. Such instruments are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. In addition, an economic recession could severely disrupt the market for most of these securities and may have an adverse impact on the value of such instruments. It is also likely that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities. Co-Investments with Third Parties. Clients may co-invest with third parties through joint ventures or other entities. Such investments may involve risks in connection with such third party involvement resulting in a negative impact on such investment, including the possibility that a third party co-venturer may have financial difficulties, may have economic or business interests or goals that are inconsistent with those of the clients or may be in a position to take (or block) action in a manner contrary to the clients’ investment objective. In circumstances where such third parties involve a management group, such third parties may enter into compensation arrangements relating to such investments, including incentive compensation arrangements. Such compensation arrangements will reduce the returns to participants in the investments. Preferred Stock. Investments in preferred stock involve risks related to priority in the event of bankruptcy, insolvency or liquidation of the issuing company and how dividends are declared. Preferred stock ranks junior to debt securities in an issuer's capital structure and, accordingly, is subordinate to all debt in bankruptcy. Preferred stock generally has a preference as to dividends. Such dividends are generally paid in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer's board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer's common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions.

Convertible Securities. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security's governing instrument. If a convertible security held by a client is called for redemption, the client will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Clients also may be exposed to risks that a convertible issuer will not fulfill its contractual obligation to deliver marketable common stock upon conversion of its convertible securities. Any of these actions could have an adverse effect on a client’s ability to achieve its investment objective.

Assumption of Business, Terrorism and Catastrophe Risks. Opportunities involving the assumption by clients of various risks relating to particular assets, markets or events may be considered from time to time. The clients’ portfolios are subject to the risk of loss arising from exposure that it may incur, directly or indirectly, due to the occurrence of various events, including, without limitation, hurricanes, earthquakes, and other natural disasters, terrorism and other catastrophic events and events that could adversely affect the health or life expectancy of people. These risks of loss can be substantial, could greatly exceed all income or other gains, if any, received by clients in assuming these risks and, depending on the size of the loss, could adversely affect client performance. Coronavirus Risks. In December 2019, a novel strain of coronavirus (known as COVID- 19) surfaced in Wuhan, China. The World Health Organization has declared COVID-19 a pandemic. The response of governments and other entities has resulted in the temporary closure of many corporate offices, retail stores, manufacturing facilities, schools, and public venues, as well as a dramatic reduction in international and domestic leisure and business travel around the world, including in the U.S. The response to COVID-19 has caused the disruption of manufacturing supply chains and local and global economies, the extent and duration of which remains uncertain. Markets around the world have been disrupted and have experienced extreme losses and volatility. The extent to which COVID- 19 may negatively affect the operations of the Investment Manager and the performance of the Clients is difficult to predict. Any potential impact on such operations and performance will depend to a large extent on future developments and new information that may emerge regarding the duration and severity of COVID-19, the actions taken by authorities and other entities to contain COVID-19 or treat its impact, and the Investment Manager’s investment decision-making in a highly unusual market environment of potentially extended duration. please register to get more info

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. please register to get more info

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 is registered with the Commodities Futures Trading Commission as a commodity pool operator. The General Partners are not separately registered with the Commodities Futures Trading Commission as a commodity pool operator. Ricky Sandler and Stephen Maresco, a Principal and Chief Operating Officer of the Investment Adviser, are associated persons of the Investment Adviser. 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. As more fully explained in Item 11, the Investment Adviser is responsible for the day-to-day investment activities of EFNM. 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, and Eminence GP Neutral, LLC, which is the Manager of EFNM and also controlled by Mr. Sandler. The Investment Adviser does not recommend or select other investment advisers for its clients. please register to get more info

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 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, and 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 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. Conflicts of Interest Created by Contemporaneous Trading The SMAs' portfolios generally will be made up of all or a subset of the positions held in the long portfolio of the Funds. When one or both SMAs and the Funds will participate in an investment opportunity, the Investment Adviser will seek to allocate the opportunity to all of the participating clients on an equitable basis taking into account such factors as liquidity, the relative amounts of capital available for new investments, regulatory considerations, and client investment guidelines. SMA participation in an investment opportunity may impact the level and nature of Fund participation due to, for example, regulatory or liquidity considerations.

The Investment Adviser is also responsible for the day-to-day investment activities of Eminence Fund Neutral Master, Ltd. (“EFNM”), a Cayman-Islands exempted company that serves as the master fund to Eminence Partners Neutral, L.P., a Delaware limited partnership, and Eminence Fund Neutral, Ltd., a Cayman-Islands exempted company (the “Neutral Feeders”). As of the date of the filing of this Form ADV, the Neutral Feeders (and therefore EFNM) are entirely-owned by Eminence’s related persons. EFNM generally substantially replicates the publicly-traded single-name equity and option positions (including those held on swap) of the Classic Funds, with individual position sizes adjusted to achieve the desired level of market exposure. We could be deemed to have an incentive to preferentially allocate time, resources, and investment opportunities to EFNM. In addition, EFNM participation in an aggregated order may impact the level and nature of client participation due to, for example, regulatory or liquidity considerations. We believe these potential conflicts are mitigated by EFNM’s investment program, our Code of Ethics, and our trade allocation procedures (as described in Item 12).

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). please register to get more info

The Investment Adviser is authorized by clients to select brokers to effect transactions. Portfolio transactions for the clients are allocated 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 broker that provides research. We utilize CSAs to have a portion of commissions paid to some higher-volume trading relationships set aside to compensate other 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 sell-side brokerage firms.

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”), J.P. Morgan Securities LLC (“J.P. Morgan”), and Morgan Stanley & Co., LLC (“Morgan”) serve as the prime brokers for some or all of the Funds (together, the “Prime Brokers”) and 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 In the absence of legal or other limitations or tax considerations, because all of the Classic Funds, Leveraged Classic Funds, and Single-Investor Funds, and generally EFNM (with respect to substantially all of the publicly-traded single-name equity and option positions (including those held on swap), the Long Funds (with respect to long positions), and the SMAs (with respect to all or some of the Long Funds’ positions) share the same investment program (other than the additional leverage used in the Leveraged Classic Funds and exposure adjustments in Eminence Fund II Master and EFNM), trades for the Classic Funds, Leveraged Classic Funds, Single-Investor Funds, Long Funds, EFNM, and the SMAs are typically aggregated and allocated pari-passu based upon net asset value (taking into account the additional leverage of the Leveraged Classic Funds and exposure adjustments in Eminence Fund II Master and EFNM). In those situations when trades are not aggregated, participating accounts may receive different execution prices. When clients and EFNM are exiting a position, trades are typically allocated based upon position size. Notwithstanding the foregoing, the long portfolios of the Classic Funds, Leveraged Classic Funds, and Single-Investor Funds may diverge from the Long Funds’ portfolio on occasion due to differences in investment programs or objectives. Examples of investments that might be included in the Classic Funds, Leveraged Classic Funds, and Single-Investor Funds but not the Long Funds include, without limitation, paired positions (i.e., a long position paired with a short position), index ETF positions, and private investments. To the extent an SMA is concurrently participating in an order with the Funds and EFNM, such SMA, EFNM, 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 SMA, EFNM, and each Fund.

Trade Errors

Pursuant to the exculpation and indemnification provisions in the investment management agreements, the Investment Adviser, the General Partners, and their respective affiliates will generally not be liable to the Funds for any act or omission absent bad faith, fraud, willful misconduct or gross negligence. As a result of these provisions, clients (and not the Investment Adviser, the General Partners, or their respective affiliates) will be responsible for any losses resulting from trading errors and similar human errors, absent bad faith, fraud, willful misconduct or gross negligence. The Investment Adviser will determine whether or not losses associated with a given trade error should be borne by clients or the Investment Adviser. The Investment Adviser has a conflict of interest in making such determination, and will seek to mitigate such conflict by making a good faith determination consistent with the aforementioned exculpation and indemnification provisions. Trading errors might include, for example, keystroke errors that occur when entering trades into an electronic trading system, typographical or drafting errors related to derivatives contracts or similar agreements, the purchase (or sale) of a security when it should have been sold (or purchased), the purchase or sale of the wrong security, the purchase or sale of a security contrary to regulatory restrictions or client investment guidelines or restrictions, and incorrect allocations of securities. If it appears that a trade error has occurred, we will gather all relevant facts and circumstances and determine the appropriate course of action. We may have a conflict of interest when determining how to resolve a given trade error because, for example, personnel of the Investment Adviser have a greater interest in certain impacted Funds. We will seek to mitigate any such conflict by acting consistent with our fiduciary responsibilities. please register to get more info

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 via email. Additionally, investors receive monthly account statements and quarterly letters, which update investors on performance as well as any notable developments at the Investment Adviser. 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 45-day lag as well as incremental sector, geographic and market capitalization exposure details for both long and short positions for each strategy. On a monthly basis, the Investment Adviser sends the entity that is the owner of the SMAs account statements as well as preliminary and final monthly performance estimates. Due to the inherent nature of a separately managed account the owner of the SMAs has portfolio transparency not available to investors in the Funds. please register to get more info

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. please register to get more info

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”). 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. please register to get more info

We have complete investment discretion over the portfolios of the Funds and the SMAs, and are only limited by the investment restrictions set forth in each Fund’s confidential offering memorandum or limited partnership agreement and the investment advisory agreement relating to each SMA. please register to get more info

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 clients 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. 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. please register to get more info

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.
Item 19 – Requirements for State-Registered Advisers
Not applicable. please register to get more info