EFTA01374122.pdf

AGP LP 519 Alpha Group Caudal Paul Barrett of 0.104% (1.25% per annum) of their capital account balance, in addition to the fee charged by the fee-based advisory program, and are generally permitted to make withdrawals as of the last day of any calendar quarter. Investors in Alkeon Growth RI Partners, LP pay a monthly fee of 0.125% (1.5% per annum) of their capital account balance and generally may withdraw their investment as of the end of any calendar quarter beginning with the end of the calendar quarter that immediately precedes the first anniversary of their initial investment. Alkeon Growth Offshore Fund, Ltd. is divided into multiple sub-classes of Class A and B Shares (which are available to investors based on their FINRA Rule 5130 and 5131 status relating to new issues) distinguished by the following different management fees and liquidity rights. Sub- Class One Shares are charged a monthly fee of 0.125% (1.5% per annum) of their net asset value for investors investing prior to April I, 2006. Sub-Class Two Shares are charged a monthly fee of 0.1667% (2% per annum) of their net asset value for investors investing after April 1, 2006, but before December 1, 2007 (the other Growth Offshore Feeder was not formed until 2010). These two Sub-Classes are no longer being offered. For those investing on or after December 1, 2007, Alkeon Growth Offshore Fund, Ltd. generally offers two separate sub-classes of shares distinguished by different management fees and liquidity rights. Sub-Class Three Shares are charged a monthly fee of 0.1667% (2% per annum) of their net asset value and generally may be redeemed monthly, subject to a 5% redemption fee payable to the Growth Master Fund for redemptions within the first year of the investor's initial investment. Sub-Class Four Shares are charged a monthly fee of 0.125% (1.5% per annum) of their net asset value and generally may be redeemed monthly after a two year lock up. Sub-Class Five Shares are charged a monthly fee of 0.104% (1.25% per annum) of their net asset value and generally may be redeemed monthly, subject to a 5% redemption fee payable to the Growth Master Fund for redemption within the first year of the investor's initial investment. Sub-Class Five Shares are only being offered to U.S. tax-exempt shareholders who invest in the fund through a fee-based advisory program sponsored by a U.S. registered broker-dealer or registered investment adviser who recommends their investment in the fund. Alkeon Growth Offshore Fund, Ltd. also has two classes of "advisory" shares. Class IA are offered to certain high net worth and institutional investors investing through a sponsored advisory fee program or platform charging a minimum advisory fee of at least 0.75% per annum. Any holder of Class IA Shares may redeem all or a portion of such Class IA Shares monthly, subject to a 5% redemption fee payable to the Growth Master Fund with respect to redemptions prior to the first anniversary of the date such Class IA Shares were issued. Class I Shares are not currently offered but may be offered in the future to institutional investors who make a certain minimum investment in the fund, and the shares may have different fee and liquidity terms than the fund's other shares. Alkeon Growth Offshore Fund II, Ltd. is divided into multiple sub-classes of Class A and B Shares (which are available to investors based on their FINRA Rule 5130 and 5131 status relating to new issues) distinguished by different management fees and liquidity rights. Sub- Class One Shares are charged a monthly fee of 0.1667% (2% per annum) of their net asset value and generally may be redeemed monthly, subject to a 5% redemption fee payable to the Alkeon Growth Master Fund for redemptions within the first year of the investor's initial investment. 7 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0068662 CONFIDENTIAL SDNY_GM_00214846 EFTA01374122