Item 5. Fees and Compensation
Alkeon’s compensation is negotiable and varies, but typically it receives an asset-based fee from
each fund based on a percentage of that fund’s assets under management or a percentage of each
investor’s capital account balance or “unreturned capital.” In addition, Alkeon, or an affiliate of
Alkeon, also typically receives either (i) an annual, semi-annual or quarterly incentive
fee/allocation based on the amount of the net realized and unrealized profits attributable to an
investor for that period, adjusted for net losses incurred by such investor in prior periods or (ii) a
carried interest distribution based on distributions to investors, in each case, which may be subject
to investor high watermarks, the performance of a benchmark index, return of investor capital
contributions or investor clawback rights. The asset-based fee and incentive fee/allocation and
carried interest distributions are charged to client accounts and investors in the manners
summarized below and further detailed in the applicable fund’s offering materials. Alkeon
complies with Rule 205-3 under the Investment Advisers Act of 1940, to the extent required by
applicable law. Incentive fees/allocations may create an incentive for Alkeon to make more risky
and speculative investments than it would otherwise make.
Alkeon
Alkeon Growth Funds
Alkeon Growth Partners, LP is divided into multiple series of interests distinguished by the
following different management fees and liquidity rights: (i) investors in Series One, which was
sold prior to April 1, 2007, and is no longer being offered, pay a monthly fee of 0.125% (1.5% per
annum) of their capital account balance and generally may withdraw their investment on the last
day of any calendar quarter; (ii) investors in Series Two pay a monthly fee of 0.1667% (2% per
annum) of their capital account balance and generally may withdraw their investment on the last
day of any calendar quarter; (iii) investors in Series Three, which is generally only available for
additional subscriptions from existing holders, 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 last day of the
calendar quarter occurring on or after the 12-month anniversary of the date of their initial
investment and as of the last business day of each calendar quarter thereafter; (iv) investors in
Series Four, which is only offered to investors whose investment in the fund is made through a
fee-based advisory program sponsored by a registered broker-dealer or registered investment
adviser who recommends their investment in the fund, pay a monthly fee 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 generally may withdraw their investment on the last business day of any calendar
quarter; and (v) investors in Series Five 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 last day of each
calendar year.
Alkeon Growth Partners II, LP is divided into multiple series of interests distinguished by the
following different management fees and liquidity rights: (i) investors in Series One pay a monthly
fee of 0.1667% (2% per annum) of their capital account balance, and generally may withdraw their
investment on the last day of any calendar quarter; (ii) investors in Series Two, which is generally
only available for additional subscriptions from existing holders, pay a monthly fee of 0.0833%
(1% per annum) of their capital account balance, in addition to a minimum 0.50% per annum fee
charged by their financial institution on the account which holds their investment, and generally
may withdraw their investment on the last day of any calendar quarter occurring on or after the 12-
month anniversary of the investor’s initial investment and as of the last day of any calendar quarter
thereafter; (iii) investors in Series Three, which is generally only available for additional
subscriptions from existing holders, 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 last day of any calendar
quarter occurring on or after the 12-month anniversary of the investor’s initial investment and the
last day of each calendar quarter thereafter; (iv) investors in Series Four, which is only offered to
investors whose investment in the fund is made through a fee-based advisory program sponsored
by a registered broker-dealer or registered investment adviser who recommends their investment
in the fund, pay a monthly fee 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 generally may withdraw their
investment on the last day of any calendar quarter; and (v) investors in Series Five 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 last day of each calendar year.
Alkeon Growth PW Partners, LP is divided into multiple series of interests distinguished by the
following different management fees and liquidity rights: (i) investors in Series One pay a monthly
fee of 0.1667% (2% per annum) of their capital account balance and generally may withdraw their
investment on the last day of any calendar quarter; (ii) investors in Series Two, which is generally
only available for additional subscriptions from existing holders, 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 last day of the calendar quarter occurring on or after the 12-month anniversary of the
investor’s initial investment and the last day of each calendar quarter thereafter; (iii) investors in
Series Three, which is no longer being offered to new investors, pay a monthly fee of 0.104%
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