Related Party Transactions

12 Months Ended

Dec. 31, 2025

Related Party Transaction [Line Items]

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 December 31, 2025, an affiliate of the Investment Advisor has advanced total costs of $10,576,861 all of which

are subject to recoupment by the affiliate of the Investment Advisor and have been recorded in the Consolidated Statements of

Assets and Liabilities within Due to affiliate.

Acquisition of Certain Affiliated Investments

For the year ended December 31, 2025, the Partnership purchased investments from an affiliate of the Investment

Advisor, at a discount to fair market value in exchange for a total cash consideration of $2,500,000, as governed by the

executed purchase and contribution agreements.

For the year ended December 31, 2025, the Partnership issued to Stonepeak Investment Holdings II LP, an affiliate of the

Investment Advisor, 6,529,108 Class X Units in exchange for the contribution of approximately $199,985,928 of investments to

the Master Aggregator, as governed by the executed purchase and contribution agreements. See also below “–Stonepeak Unit

Repurchase Arrangement for Class X Units Held by SP Investors.”

From time to time, the Partnership may acquire additional investments from its affiliates.

Affiliated Unitholders Ownership and Concentration

As of December 31, 2025, affiliated Unitholders collectively held approximately 6,529,108 Class X Units, representing

approximately 96.4% of all outstanding Class X Units and approximately 26.6% of the total Units outstanding of the

Partnership. Total affiliated net assets as a percentage of the Partnership's total net assets was approximately 27.7% as of

December 31, 2025.

Investment Advisory Agreement

On May 2, 2025, the Partnership entered into an investment advisory agreement with the Investment Advisor, which was

subsequently amended and restated on March 30, 2026 (as may be further amended and restated from time to time, the

“Investment Advisory Agreement”). The Investment Advisor provides 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 is 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 redemptions (and pending redemptions), 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 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 (as defined below), 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	—% 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 redeemed by the

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

Redemption Program (as defined below) or the early redemption deduction of the Unit Redemption 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 redemption (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.

During the year ended December 31, 2025, the Partnership accrued gross Management Fees of $2,205,531. For the year

ended December 31, 2025, the Management Fee is net of $1,834,215 in management fee offset (the “Management Fee Offset”),

which consists of transaction fees payable to an affiliate of the Partnership. For the year ended December 31, 2025, net

Management Fees were $371,316.

Partnership Agreement

The Partnership has entered into the Partnership Agreement with the General Partner. Under the terms of the Partnership

Agreement, overall responsibility for the Partnership’s oversight rests with the General Partner, subject to certain oversight

rights held by the Board of Directors.

Servicing Fee

Each of the Class A-1a Units, Class A-1b Units, Class D-1 Units, Class D-2 Units, Class S-1 Units, and Class S-2 Units

bear a monthly servicing fee (the “Servicing Fee”), in an amount equal (on an annualized basis) to 0.50% with respect to Class

A-1a Units, 0.25% with respect to Class A-1b Units, Class D-1 Units and Class D-2 Units, and 0.85% with respect to Class S-1

Units and Class S-2 Units, of the NAV of such Class A-1a Units, Class A-1b Units, Class D-1 Units, Class D-2 Units, Class S-1

Units and Class S-2 Units, as applicable, of each month. The Servicing Fee is calculated based on NAV as of the end of each

month before giving effect to any accruals for the Servicing Fee, redemptions, if any, for the applicable month and distributions

payable on such Units. For the avoidance of doubt, the Servicing Fees are payable by the Partnership, and Unitholders are not

billed separately for payment of the fees.

The Investment Advisor remits payment of the ongoing Servicing Fees on behalf of the Partnership and is reimbursed by

the Partnership for such payments.

The Servicing Fee is allocated to a Unitholder’s financial intermediary through which such Unitholder was placed in the

Partnership. Any amounts allocated in accordance with the foregoing sentence will compensate such financial intermediary for

reporting, administrative and other services provided to a Unitholder by such financial intermediary. The receipt of the

Servicing Fee by a Unitholder’s financial intermediary will result in a conflict of interest. The Partnership accrues the cost of

the servicing fees over the estimated life of the Units, at present value at the time the Units are sold. Interest expense is accrued

over the estimated life of the Units and recorded in the Consolidated Statement of Operations as accretion of interest on

servicing fee payable. For the year ended December 31, 2025, the net accretion of interest on servicing fee payable was

$788,134, and as of December 31, 2025, the Servicing Fee Payable was $16,605,261.

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 (as

defined below) for that period and (ii) the Loss Carryforward Amount (as defined below) (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 shall equal the sum of:

(i)all distributions accrued or paid (without duplication) on the interests of the Master Aggregator or other Intermediate

Entity(ies) outstanding at the end of such period since the beginning of such Reference Period plus

(ii)the change in aggregate NAV of such interests of the Master Aggregator and other Intermediate Entity(ies) since the

beginning of such Reference Period, before giving effect to (x) changes resulting solely from the proceeds of issuance of

interests, (y) any allocation/accrual to the Performance Participation Allocation and (z) applicable Servicing Fees; provided,

that the aggregate NAV of such interests 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, if applicable, 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 interests of the Master Aggregator or other Intermediate Entity(ies) outstanding at the beginning of

the then-current Reference Period and all interests of the Master Aggregator or other Intermediate Entity(ies) 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 interests; and (ii) all

issuances of interests over the period. The ending NAV of interests of the Master Aggregator or other Intermediate Entity(ies)

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 redeemed during such period, which Units will be subject to the Performance Participation Allocation upon

redemption 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 redeemed during the applicable Reference Period, which Units will be subject to the

Performance Participation Allocation upon redemption 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 redemptions 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 redemption 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

redeemed at the Recipient’s request and will be subject to the volume limitations of the Partnership’s Unit Redemption Program

but not the early redemption deduction of the Unit Redemption Program.

For the year ended December 31, 2025, the Partnership accrued $10,824,588 of Performance Participation Allocation.

Unit Redemption Program

The Partnership has implemented a Unit redemption program (the “Unit Redemption Program”) for all Units except

certain Class X Units held by Stonepeak Partners LP and its subsidiaries and affiliated entities (collectively, the “SP Investors”)

pursuant to which it intends to allow redemptions of such Units, in each quarter, up to 5% of Units outstanding (either by

number of Units or aggregate NAV). as of the close of the previous calendar quarter. The General Partner may, in accordance

with the Partnership Agreement, cause the Partnership to allow redemptions of Units in an amount that exceeds the 5%

quarterly limitation in any calendar quarter. The Class X Units held by SP Investors will not be subject to the Redemption

Program, including with respect to any redemption limits. The Partnership has adopted a separate arrangement to redeem Class

X Units held by the SP Investors. Under the Unit Redemption Program, to the extent the Partnership offers to redeem Units in

any calendar quarter, the General Partner will cause the Partnership to redeem Units using the NAV per unit as of the last

calendar day of each calendar quarter, subject to the Early Redemption Deduction, and as further described in the Partnership

Agreement.

Any redemption request of Units that have not been outstanding for at least two years will be subject to an early

redemption deduction equal to 5% of the value of the applicable NAV of the Units being redeemed (the “Early Redemption

Deduction”) for the benefit of the Partnership and the Unitholders, subject to certain exceptions.

The Investment Advisor may elect to receive the Management Fee in Units in lieu of cash payments. If the Management

Fee is paid in Units, such Units will not be subject to the volume limitations of the Unit Redemption Program or the Early

Redemption Deduction (as defined below) of the Unit Redemption Program. The General Partner or any other entity so

designated by the General Partner may elect to receive the Performance Participation Allocation in Units in lieu of cash

payments. If the Performance Participation Allocation is paid in Units, such Units will be subject to the volume limitations of

the Unit Redemption Program but not the Early Redemption Deduction of the Unit Redemption Program.

The General Partner may make exceptions to, modify, amend or suspend the Unit Redemption Program without

Unitholder approval if in its reasonable judgment it deems such action to be in the best interest of the Partnership and the

Unitholders, including, but not limited to regulatory or structuring reasons or as necessary to ensure that the Partnership is not

subject to tax as a corporation; provided that any such suspension or material modification shall be subject to the approval of

the Independent Directors. As a result, Unit redemptions may not be available each quarter, such as when a redemption would

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

Partnership that would outweigh the benefit of the redemptions.

If the quarterly volume limitation is reached in any particular calendar quarter or the General Partner determines to cause

the Partnership to redeem fewer Units than have been requested to be redeemed in any particular calendar quarter, Units

submitted for redemption during such calendar quarter will be redeemed on a pro-rata basis after we have redeemed all Units

for which redemption has been requested due to death, qualifying disability or divorce and other limited exceptions. Unsatisfied

redemption requests will not be automatically carried over to the next redemption period and, in order for a redemption request

to be reconsidered, Unitholders must resubmit their redemption request in the next quarterly redemption window. The

Partnership has no obligation to redeem Units, including if the redemption would violate the restrictions on distributions under

any applicable law or regulation. The limitations and restrictions described above may prevent the Partnership from

accommodating all redemption requests made in any quarter.

Stonepeak Unit Repurchase Arrangement for Class X Units Held by SP Investors

In recognition of SP Investors’ supporting the Partnership’s initial and potential future acquisitions, the Partnership has

adopted an arrangement to repurchase any Class X Units acquired by SP Investors (the “Eligible Units”). On the last calendar

day of each month (the “Repurchase Date”), the Partnership expects to offer to repurchase Class X Units of the Partnership

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

subscriptions for Units that the Partnership receives in the offering of the Partnership’s Units (other than Eligible Units) for

such month (which subscriptions will be accepted and effective on or after the first business day of the following month) less

(ii) the aggregate redemption amount of Units (other than Eligible Units) received by the Partnership during such month

pursuant to the Unit Redemption Program plus (iii) the Excess Operating Cash Flow (as defined below). 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 repurchase price per Eligible Unit for each repurchase

from the SP Investors will be the NAV per Eligible Unit as of the Repurchase Date, as determined in accordance with the

Partnership’s valuation policy. This Unit repurchase arrangement is not subject to any time limit and will continue until the

Partnership has repurchased all Eligible Units. As of December 31, 2025 and December 31, 2024, 6,529,108 and no Class X

Units were held by the SP Investors, respectively.

“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.

Other than as described herein, the Unit repurchase arrangement for Eligible Units is not subject to the redemption

limitations (including the 5% quarterly redemption limitation) of the Redemption Program. Notwithstanding the foregoing, no

repurchase offer will be made to SP Investors during any month in which (1) the 5% quarterly redemption limitation of the

Partnership’s Unit Redemption Program has been decreased or (2) the full amount of all Units requested to be redeemed under

the Partnership’s Unit Redemption Program is not redeemed. Additionally, the Partnership may elect not to offer to purchase

Units from SP Investors, or may offer to repurchase 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 Eligible Units be repurchased under the Partnership’s Unit Redemption Program.

Reimbursable Expenses Previously Borne by An Affiliate of the Investment Advisor

During the year ended December 31, 2024, an affiliate of the Investment Advisor had advanced organizational costs and

professional fees of $2,743,988, respectively. For the year ended December 31, 2025, the Partnership determined it was

probable that they would commence operations and had in fact commenced operations thus incurring these previously advanced

costs for a total of $2,743,988.

Stonepeak-Plus Infrastructure Fund Master Aggregator LP

Related Party Transaction [Line Items]

Related Party Transactions

Related Party Transactions

Due to Affiliate

The Master Aggregator's operating expenses are paid either by the Master Aggregator or by the Investment Advisor or its

related affiliates. As of December 31, 2025, an affiliate of the Investment Advisor has advanced total costs of $2,915,456 all of

which are subject to recoupment by the affiliate of the Investment Advisor and have been recorded in the Consolidated

Statement of Assets and Liabilities within Due to affiliate.

Acquisition of Certain Affiliated Investments

For the period ended December 31, 2025, the Master Aggregator purchased investments from affiliates of the Investment

Advisor, at a discount to fair market value in exchange for a total consideration of $655,977,595. The aggregate fair value of

these investments as of December 31, 2025 was $813,107,037. Included in the consideration is an in-kind contribution of

$199,985,928 that was exchanged for 6,529,108 units of the Partnership, as governed by the executed purchase and contribution

agreements. As of December 31, 2025, the fair value of the investments contributed in-kind is $215,934,579. From time to time

the Master Aggregator may acquire additional investments from its affiliates.