EFTA Document EFTA01374202

AGP LP 519 Alpha Group Capital Paul Barrett Certain Risk Considerations Alkeon Growth PW Partners, LP and Alkeon Growth Offshore Fund. Ltd.'s leach, a "Fund") investment program is speculative and entals substantial risks. There can be no assurance that the Fund's investment objective will be achieved or that its investment program will be successful. In particular, the Funds use of leveroge, active tracing, short soles and derivative instruments can be considered speculative and, thus, could result in significant losses to investors who purchase interests or shores. kwestas should consider the Fund as a supplement to an overall investment pogrom and should invest only if they ore willing to undertake the substantial risks involved, inducing the risk of loss of their entire investment. The Fund is not a mutual fund and is not subject to the sane regulatory requirements as mutual funds. The Fund is subject to high tees, including management fees and expenses, dl of which will reduce profits. Interests a shores in the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank or other insured depository institution, and ore not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other governmental agency. The Fund primarily invests in "equity securities," which, for these purposes, means common aid preferred stocks (inducing initial public offerings or "IPOC), convertible securities, stock options (call aid put options), warrants and rights. Thus, the value of the Fund's portfolio will be affected by daily movements in the prices of equity securities. These price movements may result from factors affecting incividual companies, industries or the securities markets as a whole. Individual companies may report poor results or be negatively affected by industry, regulatory and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In ackition, stock markets con be volatile at times, and stock prices con change drasticoly. This market risk will affect the Fund's net asset value, which will fluctuate as the values of the Funds Investment securities and other assets change. Not dl stock prices change uniformly or at the some time, and not dl stock markets move in the sane direction at the same time. The Fund may invest a significant portion of its assets in the securities of foreign issuers or U.S. issuers thot derive o substantial portion of their revenue or profits from foreign businesses, investments or soles, or that hove o substantial portion of their operations or assets abroad. Investments in foreign securities ore affected by risk factors generally not thought to be present in the U.S., including, among other things, increased political, regulatory, contractual aid economic risk and exposure to currency fluctuations. The Fund may also invest in companies located in, or doing business in, emerging or less developed countries. These investments ore typicaly subject to the foregoing risks to a much greater degree than investments in developed countries and thus, investments in less developed countries could potentially Increase volatility in the Fund's net asset value. ALKEON CAPITAL MANAGEMENT Private & Confidential Page 26 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0068778 CONFIDENTIAL SDNY_GM_00214962 EFTA01374202