Eminence Capital LP

Item 5 – Fees and Compensation

The fees and expenses applicable to each client are set forth in detail in the relevant offering
documents, limited partnership agreement, and/or investment advisory agreement. A brief
summary of such fees and expenses is provided below. For the avoidance of doubt,
investors in the Funds bear their portion of the Management Fees and Performance
Allocations or Fees paid by the Funds, as the case may be.

EMINENCE CLASSIC FUNDS

Management Fees

Generally, each fiscal quarter, Eminence Partners II and Eminence Fund Master pay the
Investment Adviser a management fee in advance equal to 0.3125% of the aggregate net
asset value of the fee-paying investors in the respective fund as of the first day of that
calendar quarter. The annualized rate is one and a quarter percent (1.25%). The
management fee applicable to classes of shares or interests available only to clients of the
Placement Agents (as defined in Item 14 of this Brochure) is higher and described in detail
in the applicable offering and governing documents. The management fee is calculated
and paid in advance but is amortized by each Classic Fund over the quarter for which the
management fee is paid. In addition, a pro rata portion of the management fee is paid to
the Investment Adviser out of any contributions made to any Classic Fund by new or
existing investors on any date that does not fall on the first day of a fiscal quarter. In the
case of a withdrawal or redemption by an investor in any of the Classic Funds other than
as of the last day of a fiscal quarter, a pro rata portion of the management fee would be
repaid by the Investment Adviser to the relevant Fund and distributed to the withdrawing
or redeeming investor. The Investment Adviser may, in its sole discretion, waive all or part
of the management fee otherwise due, with respect to any investor. Eminence GP, the
Investment Adviser and their respective partners, members, officers, employees and
affiliates are not subject to the management fee.

Performance Allocations

Eminence Partners II

Subject to high water mark provisions described in detail in Eminence Partners II’s
confidential offering memorandum and limited partnership agreement, as of the last
business day of each calendar year, 20% of the aggregate net capital appreciation (net of
all expenses, including the management fee) credited to a capital account of a limited
partner for such calendar year is reallocated to the Eminence GP capital account. If a
limited partner makes a withdrawal from its capital account prior to the last business day
of a calendar year, the incentive allocation is calculated and then allocated to Eminence GP
at the time of such withdrawal with respect to such amounts withdrawn.

Eminence GP, in its sole discretion, may waive all or part of the incentive allocation
otherwise allocable with respect to any limited partner’s investment. Eminence GP, the
Investment Adviser and their respective partners, members, officers, employees and
affiliates are not subject to the incentive allocation.

Eminence Partners, Eminence Fund and Eminence Fund Master

Subject to high water mark provisions described in detail in the Eminence Partners and
Eminence Fund confidential offering memoranda, an amount equal to 20% of the net
realized and unrealized appreciation in the net asset value of each series of shares of
Eminence Fund Master corresponding to a capital account of Eminence Partners or series
of shares of Eminence Fund during each fiscal year is reallocated from the net asset value
of each such series of Eminence Fund Master to the net asset value of the Class M Shares
of Eminence Fund Master. Class M shares are held by Eminence GP. The net asset value
of each corresponding series of shares is reduced as a result of the incentive allocation.
Class M Shares are participating voting shares in Eminence Fund Master and carry the
right to receive the incentive allocation. The incentive allocation will be made at times
other than at the end of each fiscal year to account for complete or partial redemptions of
shares.

Eminence GP may elect to reduce, waive or calculate differently the incentive allocation
with respect to any shareholder. Eminence GP and the Investment Adviser and their
respective partners, members, officers, employees and affiliates are not subject to the
incentive allocation.

EMINENCE ALPHA EXTENSION FUNDS

Management Fees

The Alpha Extension Feeder Funds have multiple classes of fee-paying interests or shares
that are available for new investments. Generally, each month Alpha Extension Master
pays the Investment Adviser a management fee in advance equal to one twelfth of the result
of the applicable Management Fee Rate multiplied by the balance of each capital account
(in the case of a limited partner of Alpha Extension, LP) or net asset value of each series
of shares (in the case of a shareholder of Alpha Extension SPC) as of the beginning of such
month. The applicable Management Fee Rates are 1.0% with respect to Tranche A, 0.5%
with respect to Tranche B, 2.0% with respect to Tranche C, 1.25% with respect to Tranche
D, and 0.75% with respect to Tranche F. Tranches A and B are available only to investors
whose investment is at least $150 million. The management fee applicable to classes of
shares or interests available only to clients of the Placement Agents is higher and described
in detail in the applicable offering and governing documents. The management fee will be
calculated and paid in advance. In addition, a pro rata portion of the management fee is
paid to the Investment Adviser out of any contributions made to the Alpha Extension
Feeder Funds by new or existing investors on any date that does not fall on the first day of
a fiscal month. In the case of a withdrawal or redemption by an investor other than as of

the last day of a fiscal month, a pro rata portion of the management fee would be repaid by
...

Item 7 – Types of Clients

The Investment Adviser provides advice to the Funds, which are private investment funds,
as described above, and to the SMA, Long Accounts and DVF. Investors in the Funds may
include some or all of the following: individuals, banks or thrift institutions, investment
companies, pension and profit sharing plans, trusts, estates or charitable organizations, or
corporations or business entities other than those listed previously, private investment
funds or other entities.

Investors in the Funds are generally required to make minimum initial and additional
investments, with specific minimum amounts varying by Fund and disclosed in the relevant
offering documents. The relevant Fund board of directors or General Partner may waive
(and in certain cases has waived) the minimum initial investment amount (and minimum
additional investment amounts), but in in no event will it be less than the amount required
by applicable law.