EFTA01386102.pdf

AGP LP 519 Alpha Group Capital Paul Barrett EXECUTION Deutsche Asset & Wealth Management L,_ 60 Wall Street New York, New York 10005 September 23, 2013 Alkeon Capital Management, LLC 350 Madison Avenue, 9th Floor New York, New York 10017 Ladies and Gentlemen: On July 10, 2013, the Securities and Exchange Commission adopted certain amendments (the "Amendments") to Rule 506 of Regulation D under the Securities Act of 1933. The Amendments, which implement Section 926 of the Dodd-Frank Act of May 25, 2011, become effective on September 23, 2013. In recognition of certain new requirements imposed by the Amendments, this letter is to document certain representations and warranties by Deutsche Bank Securities Inc. ("DBSI") and Deutsche Bank Trust Company Americas ("DBTCA" and, together with DBSI, "Deutsche Asset & Wealth Management") to Alkeon Growth PW Partners LP, Alkeon Growth Offshore Fund Ltd and ACAP Strategic Fund (each a "Fund" and, together with Alkeon Capital Management, !LC, the "Funds"). The provisions of this letter are in addition to, and do not modify, change or replace, the provisions of any agreements currently in place between the Funds and Deutsche Asset & Wealth Management. Deutsche Asset & Wealth Management hereby represents and warrants to the Funds that neither it nor to its reasonable knowledge any Agent Covered Person' is subject to a Disqualifying Event2 that would result in a Fund being disqualified from relying on the exemption from registration provided by Rule 506 of Regulation D of the Securities Act ("Rule 506") in connection with the offering or sale of interests in the Fund (the "Qffetgin"). Deutsche Asset & Wealth Management hereby represents and warrants to the Funds that (i) except as disclosed on Schedule A, neither it nor to its reasonable knowledge any Agent Covered Person is subject to a Disqualifying Event that would have resulted in disqualification of the Fund pursuant to paragraph (d)(1) of Rule 506 hut for the fact that such Disqualifying Event occurred prior to September 23, 2013 and (ii) Schedule A contains a complete and accurate description of the nature of each such Disqualifying Event. I "Agent Covered Person" means (i) any general partner or managing member of Deutsche Asset & Wealth Management (the "Placement Agent GP"), (ii) any director or executive officer of Deutsche Asset & Wealth Management or Placement Agent GP and (iii) any officer of Deutsche Asset & Wealth Management or Placement Agent GP who is participating in the Offering. For purposes of the foregoing, "officer" and "executive office?' shall have the meanings ascribed to them in Rule 405 of the Securities Ad. 2 "Disqualifying Event" means any conviction, order, judgment, decree, act or any other measure or determination described in paragraph (d)(I) of Rule 506 ofRegulation D of the Securities Act. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0087649 CONFIDENTIAL SDNY_GM_00233833 EFTA01386102