EFTA01374097

AGP LP 519 Alpha Group Capital Paul Barrett 5. MANAGEMENT The General Partner and the Investment Manager The General Partner of the Partnership is Alkeon Capital Advisers, LLC, and the Investment Manager of the Partnership is Alkeon Capital Management, LLC. The Investment Manager, together with Alkeon Capital Offshore, LLC, an affiliate of the Investment Manager, serve as co-investment managers of the Master Fund and the Offshore Feeder. Mr. Sparaggis, the controlling person and Chief Investment Officer of the Investment Manager and the controlling person of the General Partner, serves as the Partnership's principal Portfolio Manager and as the lead member of the Investment Manager's investment team. Other members of the investment team assist Mr. Sparaggis in his role as the Partnership's Portfolio Manager. Information about Mr. Sparaggis is provided below. Panayotis ("Takis") Sparaggis Mr. Sparaggis serves as the principal Portfolio Manager of the Partnership. Mr. Sparaggis is also the controlling person and Chief Investment Officer of the Investment Manager and serves as the lead member of the Investment Manager's investment team. From May 1995 until January 2002 when he formed the Investment Manager, Mr. Sparaggis was associated with CIBC World Market Corp. ("CIBC WM") and its predecessor, Oppenheimer & Co., Inc., where he was a Managing Director. From January 1996 to December 2001, Mr. Sparaggis also was a Senior Portfolio Manager for Oppenheimer Investment Advisers ("OIA"), an investment management program offered by CIBC WM, and was responsible for OIA's MidCap Managed Account Portfolios. In addition, since December 1997, Mr. Sparaggis has served as the portfolio manager of various investment funds on behalf of Oppenheimer Asset Management Inc. and other affiliated entities and continues to serve in such capacity. From 1993 until joining Oppenheimer & Co., Inc., Mr. Sparaggis was with Credit Suisse First Boston Investment Management and was responsible for security analysis and portfolio management for domestic investments, including proprietary trading on long-short equities and convertible arbitrage. Mr. Sparaggis received a Masters in Business Administration and Ph.D. in Electrical and Computer Engineering in 1993 and 1994, respectively, from the University of Massachusetts. He received an IBM Fellowship in physical sciences in 1992 and 1993. He received a Masters in Electrical and Computer Engineering from the University of Massachusetts in 1990 and a Bachelor of Science degree in Electrical Engineering and Computer Science from the National Technical University of Athens in 1988. Mr. Sparaggis and members of the Investment Manager's investment and trading team carry on substantial investment activities for advised accounts other than the Partnership and serve as portfolio managers or in similar capacities for other investment funds with investment programs similar to that of the Partnership. 6. MANAGEMENT FEE; EXPENSES Management Fee The Investment Manager shall be paid a monthly management fee (the "Management Fee") computed at an annual rate of (i) 2.0% of each Limited Partner's capital account with respect to Series One Interests, rin 1.5% of each Limited Partner's capital account with respect to Series Two Interests, and (ii) 1.25% of each Limited Partners capital account with respect to Series Three Interests and Series Four Interests. The Management Fee shall be paid generally within 45 days after the first day of each month based on the value of each Limited Partner's capital account as of the first day of such month. The Management Fee shall be prorated for periods of less than a full month. If an additional contribution is made during a month, the Management Fee will be prorated and charged at the time of such contribution. The Investment Manager, in its sole discretion, may, in effect, waive or reduce the Management Fee for 9 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0068626 CONFIDENTIAL SDNY_GM_00214810 EFTA01374097