Related Party Transactions

3 Months Ended

Mar. 31, 2025

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Due to Affiliate

The Partnership's operating expenses are paid either by the Partnership or by the Investment Advisor or its related

affiliates. As of March 31, 2025, an affiliate of the Investment Advisor has advanced total costs of $7,319,589 all of which are

subject to recoupment by the affiliate of the Investment Advisor and have been recorded in the statements of assets and

liabilities within Due to Affiliate.

Investment Advisory Agreement

The Investment Advisor will provide investment advisory services to the Partnership pursuant to the Investment

Advisory Agreement. Under the terms of the Investment Advisory Agreement, the Investment Advisor is responsible for 

monitoring and evaluating the Partnership’s Investments, originating and recommending investment opportunities that are

consistent with the investment objective and strategy of the Partnership, among other responsibilities.

Management Fee

In consideration for its investment management services, the Investment Advisor will be entitled to receive a

management fee (the “Management Fee”) with respect to each Class of Units payable by the Partnership directly or indirectly

through an Intermediate Entity equal to the product of (x) the Applicable Management Fee Percentage (as specified in the table

below) with respect to such Class of Units and (y) the month-end Net Asset Value attributable to such Class of Units, payable

monthly in arrears, before giving effect to any accruals for the Management Fee, the Servicing Fee, the Performance 

Participation Allocation, Unit repurchases (and pending repurchases), any distributions and without taking into account accrued

and unpaid taxes of any Intermediate Entity through which the Partnership indirectly invests in an Investment (or any

comparable entities of other investment vehicles managed by the Investment Advisor or its Affiliates in which the Partnership

directly or indirectly participates) or taxes paid by any such entity during the applicable month. The Partnership, the Feeder

Fund and any Parallel Fund will each be obligated to pay its proportional share of the Management Fee with respect to each

Class of Units.

Class	Applicable Management Fee Percentage
Class A-1a	0.875% per annum
Class A-1b	0.875% per annum
Class A-1c	0.875% per annum
Class D-1	1.0% per annum until the end of the 48-month period following the Initial Closing Date, and 1.25% per annum thereafter
Class D-2	1.25% per annum
Class F-1	0.875% per annum until the end of the 48-month period following the Initial Closing Date, and 1.25% per annum thereafter
Class F-2	0.75% per annum until the end of the 48-month period following the Initial Closing Date, and 1.25% per annum thereafter
Class F-3	0.625% per annum until the end of the 48-month period following the Initial Closing Date, and 1.25% per annum thereafter
Class F-4	0.875% per annum
Class I-1	1.0% per annum until the end of the 48-month period following the Initial Closing Date, and 1.25% per annum thereafter
Class I-2	1.25% per annum
Class S-1	1.0% per annum until the end of the 48-month period following the Initial Closing Date, and 1.25% per annum thereafter
Class S-2	1.25% per annum
Class X	0.0% per annum

The Investment Advisor may elect to receive the Management Fee in cash, Units in the respective Class and/or shares,

interests or Units of Intermediate Entities. If the Management Fee is paid in Units, such Units may be repurchased by the

Partnership at NAV at the Investment Advisor’s request and will not be subject to the volume limitations of the Unit

Repurchase Program (as defined below) or the early repurchase deduction of the Unit Repurchase Program.

Each Management Fee payment will, as determined in the General Partner’s sole discretion, either (i) result in a

reduction of NAV of the applicable Class of Units to which such payment relates or (ii) result in a reduction in Units held by

Unitholders of the applicable Class and the Partnership will make a payment in the form of cash or Units of an equivalent

amount to the Investment Advisor, which, in the case of a cash payment, may be invested or reinvested, as applicable, by the

Investment Advisor in whole or in part in Units and/or shares, interests or Units of Intermediate Entities.

Class X Units are not subject to the Management Fee.

The Management Fee payable by the Partnership with respect to each Class of Units shall be reduced by an amount (the

“Reduction Amount”) equal to 100% of the Partnership’s pro rata share of any fees earned by the Investment Advisor and its

Affiliates in connection with Investments and from the Partnership’s unconsummated transactions (“Other Fees”) allocable to

the Units in such Class (net of reasonable out-of-pocket expenses incurred by the Investment Advisor or its Affiliates (and not

otherwise reimbursed) during the immediately preceding monthly period in connection with the transaction out of which such

fees arose (but shall not be net of all other direct or administrative costs allocable to such fees), it being understood that the

Investment Advisor or its Affiliates may seek to have all such reasonable out-of-pocket expenses and costs reimbursed or paid

by the Partnership in respect of which such expenses and costs are generated (which shall not be considered a fee for purposes

of calculating the Reduction Amount)). In the event the Investment Advisor and its Affiliates have paid any fees, costs and

expenses incurred in connection with a proposed Investment that is not actually made or a proposed disposition which is not

actually consummated (“Broken Deal Expenses”) allocable to Units in a relevant Class in lieu of having them paid by the

Partnership, then the Reduction Amount with respect to such Class for such monthly period will be decreased by the amount of

such Broken Deal Expenses then or previously paid by the Investment Advisor and its Affiliates with respect to such Class to

the extent that such Broken Deal Expenses have not already been applied against the Reduction Amount. The Reduction

Amount with respect to any Class for each monthly period shall be applied to reduce the Management Fee payable with respect

to such Class for such monthly period (but not to an amount  below  zero)  and  to  the  extent  not  so  applied  shall  be  carried 

forward  for  application  against  future installments of the Management Fee with respect to such Class until such Reduction

Amount is fully utilized in reducing the Management Fee with respect to such Class. To the extent such excess Reduction

Amount remains unapplied with respect to any Class upon either (i) the repurchase (or withdrawal) of all Units in such Class or

(ii) the Partnership’s final distribution of assets, the Investment Advisor or an Affiliate thereof shall retain such unapplied

amount.

As of March 31, 2025, the Partnership had not commenced operations or entered into the Investment Advisory

Agreement and no Management Fee was accrued or paid for the three months ended March 31, 2025.

Performance Participation Allocation

The General Partner or any other entity so designated by the General Partner (the “Recipient”) will be entitled to an

allocation or distribution (the “Performance Participation Allocation”) by the Partnership (directly or indirectly through an

Intermediate Entity), (i) with respect to the first Reference Period (as defined below), promptly following the end of the year

(which shall accrue on a monthly basis) and (ii) with respect to all subsequent Reference Periods, upon the end of each quarter

thereafter and at the other times described below (which shall accrue on a monthly basis) in an amount equal to:

•First, if the Total Return (as defined below) for the applicable period exceeds the sum of (i) the Hurdle Amount for

that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits

until the total amount allocated to the Recipient equals 12.5% of the sum of (x) the Hurdle Amount for that period and

(y) any amount allocated to the Recipient pursuant to this clause; and;

•Second, to the extent there are remaining Excess Profits, 12.5% of such remaining excess profits.

“Total Return” for any period since the end of the prior Reference Period (as defined below) shall equal the sum of:

(i)all distributions accrued or paid (without duplication) on the Units of the Master Aggregator outstanding at the end

of such period since the beginning of such Reference Period plus

(ii)the change in aggregate NAV of such Units of the Master Aggregator since the beginning of such Reference Period,

before giving effect to (x) changes resulting solely from the proceeds of issuances of Units, (y) any allocation/accrual to the

Performance Participation Allocation and (z) applicable Servicing Fees; provided, that the aggregate NAV of such Units of the

Lower Funds shall be calculated without taking into account any accrued and unpaid taxes of any Intermediate Entity (or the

receipts of such Intermediate Entity) through which the Partnership indirectly invests in an investment or any comparable

entities of any Other Stonepeak Account, or taxes paid by any such entity since the end of the prior Reference Period minus

(iii)all Partnership Expenses of SP+ INFRA (to the extent not already reflected in clause (ii)) but excluding Servicing

Fees.

For the avoidance of doubt, the calculation of Total Return will (A) include any appreciation or depreciation in the NAV

of Units issued during the then-current Reference Period, (B) treat certain taxes incurred (directly or indirectly) by the

Partnership which relate to a Unitholder as part of the distributions accrued or paid on Units and (C) exclude the proceeds from

the initial issuance of such Units, where applicable, and any impact to Total Return solely caused by currency fluctuations and /

or currency hedging activities and costs.

“Hurdle Amount” for any period during a Reference Period means that amount that results in a 5% annualized internal

rate of return on the NAV of Units of the Master Aggregator outstanding at the beginning of the then-current Reference Period

and all Units of the Master Aggregator issued since the beginning of the then-current Reference Period, calculated in

accordance with recognized industry practices and taking into account: (i) the timing and amount of all distributions accrued or

paid (without duplication) on all such Units; and (ii) all issuances of Units over the period. The ending NAV of Units of the

Master Aggregator used in calculating internal rate of return will be calculated before giving effect to any allocation/accrual to

the Performance Participation Allocation and applicable Servicing Fees and without taking into account any accrued and unpaid

taxes of any Intermediate Entity (or the receipts of such Intermediate Entity) through which the Partnership indirectly invests in

an Investment or any comparable entities of any Other Stonepeak Account, or taxes paid by any such Intermediate Entity since

the end of the prior Reference Period. For the avoidance of doubt, the calculation of the Hurdle Amount for any period will

exclude any Units repurchased during such period, which Units will be subject to the Performance Participation Allocation

upon repurchase as described above.

“Reference Period” means each calendar year ending December 31 save that (1) the first Reference Period shall

commence on the Initial Closing Date and end on December 31, 2025; and (2) the final Reference Period shall commence on

January 1 in the relevant calendar year and end on the date of dissolution or liquidation of the Partnership.

“Loss Carryforward Amount” shall initially equal zero and shall cumulatively increase by the absolute value of any

negative annual Total Return and decrease by any positive annual Total Return; provided, that the Loss Carryforward Amount

shall at no time be less than zero and provided further that the calculation of the Loss Carryforward Amount  will  exclude  the 

Total  Return  related  to  any  Units  repurchased  during  the  applicable Reference Period, which Units will be subject to the

Performance Participation Allocation upon repurchase as described above. The effect of the Loss Carryforward Amount is that

the recoupment of past annual Total Return losses will offset the positive annual Total Return for purposes of the calculation of

the Performance Participation Allocation. This is referred to as a high water mark.

The Recipient will also be allocated a Performance Participation Allocation with respect to all Units that are redeemed in

connection with repurchases of Units in an amount calculated as described above with the relevant period being the portion of

the Reference Period for which such unit was outstanding, and proceeds for any such unit repurchase will be reduced by the

amount of any such Performance Participation Allocation.

The Recipient may elect to receive the Performance Participation Allocation in cash, Units of the Partnership or any

Parallel Fund and/or shares, Units or interests (as applicable) of Intermediate Entities (“Unit Allocation”). Such Units may be

repurchased at the Recipient’s request and will be subject to the volume limitations of the Partnership’s Unit Repurchase

Program but not the early repurchase deduction of the Unit Repurchase Program. Each of the Partnership, the Feeder Fund and

Parallel Funds will be obligated to pay (without duplication) its proportional share of the Performance Participation Allocation

with respect to any Class (as defined below) based on its proportional interest in the Lower Funds or other relevant Intermediate

Entities.

As of March 31, 2025, the Partnership had not commenced operations or entered into the Investment Advisory

Agreement and no Performance Participation Allocation was accrued or paid for the three months ended March 31, 2025.

Unit Repurchase Program

At the discretion of the General Partner, the Partnership will implement the Unit repurchase program (the “Unit

Repurchase Program”) in which it expects to periodically offer to repurchase up to 5% of Units outstanding (either by number

of Units or aggregate NAV). Repurchase offers are expected to commence in the quarter following the quarter of the Initial

Closing Date. Under the Repurchase Program, to the extent the Partnership offers to repurchase Units in any particular quarter,

the Partnership expects to repurchase Units pursuant to quarterly tender offers using a purchase price equal to the NAV per unit

as of a date specified in the repurchase offer.

In recognition of SP Investors’ (as defined below) supporting the Partnership’s initial and potential future acquisitions,

the Partnership’s Board of Directors has adopted an arrangement to repurchase any Class X Units acquired by SP Investors. On

the last calendar day of each month, the Partnership expects to offer to repurchase Class X Units of the Partnership from SP

Investors having an aggregate NAV (the “Monthly Repurchase Amount”) equal to (i) the net proceeds from new subscriptions

for Units in the offering of the Partnership’s Units that month (which subscriptions will be accepted on or after the first calendar

day of the following month) less (ii) the aggregate repurchase amount (excluding any amount of the aggregate repurchase price

paid using Excess Operating Cash Flow) of Units repurchased by the Partnership during such month pursuant to the

Partnership’s Repurchase Program. In addition to the Monthly Repurchase Amount for the applicable month, the Partnership

will offer to repurchase any Monthly Repurchase Amounts from prior months that have not yet been repurchased. The price per

Class X Unit for repurchases from SP Investors will be the transaction price in effect for the Class X Units at the time of

repurchase. This Unit repurchase arrangement is not subject to any time limit and will continue until the Partnership has

repurchased all of SP Investors’ Class X Units. Other than the Monthly Repurchase Amount limitation, the Unit repurchase

arrangement for SP Investors is not subject to the repurchase limitations in the Partnership’s Repurchase Program.

“Excess Operating Cash Flow” means, for any given quarter, the Partnership’s net cash provided by operating activities,

if any, less any amount of such cash used, or designated for use, to pay distributions to Unitholders.

“SP Investors” refers collectively to Stonepeak Partners LP and its subsidiaries and affiliated entities.

Notwithstanding the foregoing, no repurchase offer will be made to SP Investors during any month in which (1) the 5%

quarterly repurchase limitation of the Partnership’s Repurchase Program has been decreased or (2) the full amount of all Units

requested to be repurchased under the Partnership’s Repurchase Program is not repurchased. Additionally, the Partnership may

elect not to offer to repurchase Units from SP Investors, or may offer to purchase less than the Monthly Repurchase Amount, if,

in the Partnership’s judgment, the Partnership determines that offering to repurchase the full Monthly Repurchase Amount

would place an undue burden on the Partnership’s liquidity, adversely affect the Partnership’s operations or risk having an

adverse impact on the Partnership as a whole. Further, the General Partner may modify, suspend or terminate this Unit

repurchase arrangement if it deems such action to be in the Partnership’s best interests and the best interests of the Partnership’s

Unitholders. SP Investors will not request that its Class X Units be repurchased under the Partnership’s Repurchase Program.

The repurchase price is calculated based on the NAV.

Reimbursable expenses previously borne by an affiliate of the Investment Advisor

For the period from April 29, 2024 (Inception) to December 31, 2024, an affiliate of the Investment Advisor had

advanced organizational costs and professional fees amounting to $2,627,988 and $116,000 respectively. During the three

months ended March 31, 2025, the Partnership determined that it is probable that it will accept third party investor funds and

will therefore reasonably incur these previously advanced costs.