Partners Group Growth, LLC
Multiple Class Plan
This Multiple Class Plan (the “Plan”) has been adopted by the board of managers (the “Board of Managers”) of Partners Group Growth, LLC (the “Fund”) with respect to each class of limited liability company interests (“Units”) of the Fund. The Plan has been adopted in compliance with Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”).1
The Fund has established three classes of Units known as Class I, Class A and Class S. Each class of Units will have the same relative rights and privileges and be subject to the same fees and expenses except as set forth below. In addition, extraordinary expenses attributable to one or more classes shall be borne by such class(es). The Board of Managers may determine in the future that other allocations of expenses or other services to be provided to a class of Units are appropriate and amend the Plan accordingly without the approval of holders of Units of any class.
Class I Units
Units of Class I (the “Class I Units”) are sold at net asset value per Unit, and are sold subject to the minimum purchase requirements set forth in the prospectus and statement of additional information for the Fund. Class I Units are not subject to a distribution plan or services plan. Class I Units shall be entitled to the shareholder services set forth from time to time in the Fund’s prospectus and statement of additional information.
Class A Units
Units of Class A (the “Class A Units”) are sold at net asset value per Unit, subject to a front-end sales charge of up to 3.50% of the subscription amount, and are sold subject to the minimum purchase requirements set forth in the Fund’s prospectus and statement of additional information. Class A Units of the Fund are subject to an annual distribution and/or service fee in accordance with the then-effective plan (the “Distribution Plan”) adopted in accordance with Rule 12b-1 under the 1940 Act for Class A Units. Holders of Class A Units have exclusive voting rights, if any, with respect to the Fund’s Distribution Plan adopted with respect to Class A Units. Class A Units shall be entitled to the distribution and shareholder services set forth from time to time in the Fund’s prospectus and statement of additional information.
| 1 | The Fund is a closed-end management investment company registered under the 1940 Act. The Fund operates under an order received by Partners Group (USA) Inc. from the U.S. Securities and Exchange Commission dated June 10, 2014, that grants exemptive relief which permits the Fund to issue multiple classes of Units with sales loads and/or asset-based distribution and/or service fees and contingent deferred sales loads. Although not directly subject to Rule 18f-3 under the 1940 Act, as a condition to reliance on the exemptive order, the Fund must comply with the provisions of Rule 18f-3 as if they applied to the Fund. |
Class S Units
Units of Class S (the “Class S Units”) are sold at net asset value per Unit, subject to a front-end sales charge of up to 1.50% of the subscription amount, and are sold subject to the minimum purchase requirements set forth in the Fund’s prospectus and statement of additional information. Class S Units of the Fund are subject to an annual distribution and/or service fee in accordance with the then-effective plan (the “Distribution Plan”) adopted in accordance with Rule 12b-1 under the 1940 Act for Class S Units. Holders of Class S Units have exclusive voting rights, if any, with respect to the Fund’s Distribution Plan adopted with respect to Class S Units. Class S Units shall be entitled to the distribution and shareholder services set forth from time to time in the Fund’s prospectus and statement of additional information.
Expense Allocation
Expenses that are treated as class expenses under the Plan will be borne by the Fund’s respective share classes. Fund expenses will be allocated to the respective share classes in a manner consistent with Rule 18f-3(c)(1)(iii) as now or hereafter in effect, subject to the oversight of the Board of Managers.
Adopted: November 2, 2023
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