Common use of Fund Expenses Clause in Contracts

Fund Expenses. (a) Except as set forth herein or in another agreement between the Fund and the General Partner, the General Partner shall bear all of its costs incurred in providing services to the Fund. (b) The Fund shall bear: its pro rata portion of all of the Master Fund’s fees and expenses, as well as carried interest allocation in the Master Fund, (which will be borne through the Fund’s investment in the Master Fund) including its pro rata portion of the advisory fee payable by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund and expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest expenses (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. The Fund will also indirectly bear, as a result of its investment in the Master Fund, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facility. (c) The Fund shall bear its organizational expenses, and expenses relating to the offering and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC.

Fund Expenses. (a) Except as set forth herein or in another agreement between the The Fund and the General Partner, the General Partner shall bear all of its costs incurred in providing services to expenses not borne by the Manager, including without limitation the following: (A) Taxes and governmental fees, if any, levied against the Fund.; (bB) The Fund shall bear: its pro rata portion of all of the Master Fund’s Brokerage fees and expensescommissions, as well as carried interest allocation in the Master Fund, (which will be borne through the Fund’s investment in the Master Fund) including its pro rata portion of the advisory fee payable by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund and expenses (including financing, due diligence, travel and other costs) related to portfolio transaction expenses incurred by or for the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest expenses Fund (including, without limitation, fees and expenses of outside legal counsel or third-party consultants retained in connection with reviewing, negotiating, and structuring specialized loan and other investments made by the Fund, and any costs associated with originating loans, asset securitizations, alternative lending-related strategies, and so-called “broken-deal costs” (e.g., fees, costs, expenses, and liabilities, including, for example, due diligence-related fees, costs, expenses, and liabilities, with respect to unconsummated investments)); (C) Expenses of the Fund’s securities lending (if any), including any securities lending agent fees, as governed by a separate securities lending agreement; (D) Costs, including interest expenses, of borrowing money or engaging in any types of leverage financing including, without limitation, through the use by the Fund of reverse repurchase agreements, dollar rolls, bank borrowings, credit facilities, and tender option bonds; (E) Fees and expenses of any underlying funds or other pooled vehicles in which the Fund invests, including acquired fund fees and expenses; (F) Dividend and interest expenses on short positions taken by the Fund; (G) Extraordinary expenses, including extraordinary legal expenses, as may arise, including, without limitation, expenses incurred in connection with litigation, proceedings, other claims, and the legal obligations of the Fund to indemnify its Trustees, officers, employees, shareholders, distributors, and agents with respect thereto; (H) Fees and expenses, including legal, printing and mailing, solicitation, and other fees and expenses associated with and incident to shareholder meetings and proxy solicitations involving contested elections of Trustees, shareholder proposals, or other non-investment related interest expenses); any extraordinary expenses; routine matters that are not initiated or proposed by Fund management; (I) Organizational and such other offering expenses as may be approved from time to time by of the Board. The Fund will also indirectly bear, as a result of its investment in the Master Fund, its pro rata portion of the management fees of the Underlying Fundsincluding registration (including share registration fees), as well as carried interest allocations in such Underlying Fundslegal, investment-related expenses marketing, printing, accounting, and other expenses, including, but not limited to, non-investment related interest expense associated with organizing the Fund in its state of jurisdiction and in connection with the initial registration of the Fund under the 1940 Act and the initial registration of its shares under the 1933 Act and fees and disbursements expenses associated with seeking, applying for, and obtaining formal exemptive, no-action, and/or other relief from the Commission in connection with the issuance of attorneys and accountants engaged on behalf multiple share classes; (J) Payments pursuant to a Rule 12b-1 plan or similar plan; and (K) Expenses of each Underlying Fund. Capital calls from Limited Partners made the Fund which are capitalized in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facilitygenerally accepted accounting principles. (c) The Fund shall bear its organizational expenses, and expenses relating to the offering and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC.

Fund Expenses. (a) Except as set forth herein or in another agreement between the Fund and the General Partner, the General Partner shall bear all of its costs incurred in providing services to the Fund. (b) The Fund shall bear: its pro rata portion of will be responsible for, and pay (or reimburse the Manager for), all of expenses incurred by the Master Fund’s fees and expenses, as well as carried interest allocation in the Master Fund, (which will be borne through the Fund’s investment in the Master Fund“Fund Expenses”) including its pro rata portion of the advisory fee payable by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund and expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with potential investments or dispositions that are not consummated)paid or reimbursed by a third–party pursuant to the terms of an Investment including, without limitation: (i) Organizational Expenses; accounting(ii) Management Fees as specified in Section 8.2; (iii) all expenses incurred in connection with Fund operations, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest expenses (including, without limitation, non-investment related interest expenses); all expenses incurred with the purchase, holding, sale or proposed sale of any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. The Fund will also indirectly bearInvestments including, as a result of its investment in the Master Fundwithout limitation, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investmentall travel-related expenses and all third party out-of-pocket costs and expenses of custodians, paying agents, registrars, counsel, independent accountants, tax preparation, and others; (iv) legal, accounting, tax preparation and other expensesspecialized consulting or professional services including environmental, engineering, architectural, and other building trades and inspection services, due diligence costs, title fees, escrow fees, closing fees, and other expenses that the Manager would not normally be expected to render with its own professional staff; (v) all third-party costs incurred in connection with the preparation of or relating to reports made to the Members; (vi) all costs related to litigation involving the Fund, directly or indirectly, including, but not limited towithout limitation, non-investment attorneys’ fees incurred in connection therewith; (vii) all costs related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying to the Fund. Capital calls from Limited Partners made ’s indemnification obligations set forth in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations 11; (including, but not limited to, viii) the payment costs of any interest duelitigation, director and officer liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Fund; (ix) under any credit facility. (c) The Fund shall bear its organizational expenses, and all unreimbursed out-of-pocket expenses relating to transactions that are not consummated including legal, accounting and consulting fees and all extraordinary professional fees incurred in connection with the offering and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those business or management of the Master Fund; (x) all expenses of liquidating the Fund; and (xi) any taxes, fees or other governmental charges levied against the Fund and other feeder funds that invest directly all expenses incurred in connection with any tax audit, investigation, settlement or indirectly review of the Fund. Fund Expenses do not include, and the Fund will not pay, costs associated with the Manager’s personnel, overhead and profit, except as such items may be included in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLCManagement Fees.

Fund Expenses. (a) Except as set forth herein or in another agreement between The organizational costs of the Fund and shall be paid by the General Partner, the General Partner shall bear all of its costs incurred in providing services to the Fund. (b) The Fund shall bear: its pro rata portion of all costs of the Master Fund’s fees and expenses, as well as carried interest allocation in the Master Fund, (which Public Offering will be borne through the Fund’s investment in the Master Fund) including paid from its pro rata portion of the advisory fee payable proceeds or by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund and expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner (and for the avoidance of doubt, not by deduction from the Capital Account of any custodian Limited Partners which were Limited Partners prior to the Public Offering). (c) The Fund will compensate each Independent Director for his or other agent engaged her services rendered in connection with the Fund as may be agreed to by the Independent Directors, and as described in the Private Placement Memorandum. In addition, the Fund will reimburse the Directors for reasonable out-of-pocket expenses incurred by them in performing their duties with respect to the Fund, including the following: (i) fees of Independent Directors and travel expenses of Directors relating to meetings of the Board and committees thereof, and costs and expenses of holding meetings of the Board and meetings of the Partners; interest expenses and (including, without limitation, non-investment related interest expenses); ii) any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. The Fund will also indirectly bearDirectors, as a result of its other than those required to be borne by an investment in adviser or the Master Fund, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facilityGeneral Partner. (cd) The Fund shall bear its organizational expensesall expenses incurred in engaging in the activities of the Fund as contemplated hereby, all indemnification expenses referred to in Section 2.8, and all expenses relating of any nature related to the offering Fund’s operations and sale of Interests; provided that business (including any expenses related to investing or trading). The operating costs paid by the extent such organizational Fund could be significant and offering may include trading, financing, insurance, legal, accounting, auditing, reporting and filing costs, as well as the customary fees and expenses when aggregated with those of the Master Fund’s Administrator/Custodian, as well as any extraordinary expenses. (e) The Fund will also bear its brokerage commissions and other feeder funds that invest directly transaction fees in connection with the acquisition and disposition of its positions, as well as administrative and custodian fees for the Fund’s assets. (f) The Fund shall not bear any of the internal operating costs of Declaration (e.g., salaries, bonuses or indirectly office rent). (g) Except as otherwise set forth in the Master Fund exceed $1,500,000this Agreement, the excess amount over $1,500,000 shall be all Expenses borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLCthe Fund (including the Management Fee) are paid from Available Capital.

Fund Expenses. (a) Except The Partnership shall not have any salaried personnel. The Partnership, in its capacity as set forth an indirect limited partner of the Main Fund, shall bear its pro rata share of Fund Expenses, Organizational Expenses, Placement Fees, Management Fees, Servicing Fees and Administration Fees (as applicable, each as defined in the Main Fund Agreement), in each case, relating to its Underlying Interest. In addition, the Partnership shall bear and be charged its allocable share of Fund Expenses (as defined in the Main Fund Agreement) and any other expenses, obligations, indemnities or liabilities, contingent or otherwise, relating to the Partnership, that the Main Fund General Partner specially allocates to the Partnership (including any Limited Partner) in accordance with the Main Fund Agreement, it being understood that any such expenses, obligations, indemnities or liabilities relating to the Partnership shall be borne indirectly solely by the Limited Partners and that the obligations of the other limited partners of the Main Fund in respect of such obligations, indemnities or liabilities shall not in any way be increased as a result thereof. Notwithstanding anything herein or in another agreement between to the Fund and the General Partnercontrary, the General Partner shall bear all may pay the tax and similar expenses of the Partnership and any of its costs incurred in providing services to Intermediate Entities out of any available funds of the FundPartnership. (b) The Fund shall bear: its pro rata portion Expenses relating to the Partnership may be paid out of all any funds of the Master Fund’s fees and expenses, as well as carried interest allocation Main Fund in a manner reasonably determined by the Main Fund General Partner in accordance with the terms in the Master Fund, (which will be borne through the Fund’s investment in the Master Fund) including its pro rata portion of the advisory fee payable by the Master Main Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund and expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest expenses (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. The Fund will also indirectly bear, as a result of its investment in the Master Fund, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expensesAgreement, including, but not limited toto the extent applicable, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof that the Main Fund General Partner may hold all or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment any portion of any interest due) under Subscription made by the Partnership or any credit facilitydistribution to be allocated to the Partnership pursuant to the preceding sentence in reserve and apply such amounts any time to satisfy any such expenses, obligations, indemnities or liabilities, contingent or otherwise, relating to the Partnership. (c) The Fund General Partner shall bear its organizational expensesnot receive any profits or distributions from the Partnership, and expenses relating to or any salary, fees or compensation from the offering and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLCPartnership.

Fund Expenses. (a) Except as set forth herein or in another agreement between BXINFRA shall bear and be charged with all costs and expenses of its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) fees, costs and expenses for and/or relating to attorneys (including compensation and benefits costs specifically charged, allocated or attributed by the General Partner and/or the Investment Manager or their affiliates to BXINFRA or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXINFRA or its Portfolio Entities on matters related to potential or actual Investments and transactions; provided, that any such compensation costs shall bear all not be greater than what would be paid to, or duplicative of its services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services), tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), consultants including ESG consultants, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals; (ii) fees, costs and expenses of third parties incurred in providing connection with energy, sustainability and ESG-related programs and initiatives with respect to the Partnership; (iii) valuation costs, expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with subscriptions and repurchases, and travel expenses relating to the ongoing offering of Units); (iv) expenses relating to ongoing administrative, governance and compliance services necessary for the operation of BXINFRA and its Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form 10, 1934 Act reports, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXINFRA and its Portfolio Entities engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXINFRA engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its affiliates relating to BXINFRA and its activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, (y) expenses relating to FOIA requests and (z) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their affiliates in performing administrative and/or accounting services for BXINFRA or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, technology and/or technology-related services, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to the Fund.BXINFRA; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services); (bv) The Fund brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars); (vi) the cost of borrowings, guarantees and other financing (including interest, fees, related legal expenses and arrangement expenses), bank fees, expenses of loan servicers and other service providers; (vii) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the General Partner and/or Investment Manager or their affiliates for data-related services provided to the Portfolio Entities or BXINFRA (including in connection with prospective Investments); provided, that any such expenses, charges or related costs shall bear: its pro rata portion not be greater than what would be paid to an unaffiliated third party for substantially similar services; (viii) fees, costs and expenses related to the organization or maintenance of all any entity used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating BXINFRA’s investment activities, including without limitation any travel and accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Master FundInvestment Manager or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith; (ix) expenses associated with BXINFRA’s compliance with applicable laws and regulations; (x) any taxes (other than those specifically allocable to holders of Units) and governmental charges levied against BXINFRA; fees and costs of obtaining non-U.S. tax receipts and all expenses incurred in connection with any tax audit, investigation, settlement or review of BXINFRA; (xi) expenses and fees of any third-party advisory committees, any independent representative of BXINFRA, and any annual meeting of BXINFRA; (xii) expenses associated with auditing, research, reporting, printing, publishing and technology and technology-related services, including, without limitation, news and quotation equipment and services and data collection, preparation of any periodic reports and related statements of BXINFRA (including notices, communications, financial statements and tax returns including any tax returns or filings required to be made by BXINFRA in any jurisdictions in which any Limited Partners are resident or established) in respect of BXINFRA and its activities; (xiii) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons; (xiv) technology-related expenses, as well as carried interest allocation including without limitation, costs and expenses of technology service providers and related software/hardware and market data and research utilized in the Master Fund, (which will be borne through the Fundconnection with BXINFRA’s investment and operational activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by BXINFRA, the Investment Manager or its affiliates in connection with such provision of services thereby); (xv) expenses relating to the Master Fund) maintenance of any website, data room or communication medium used in relation to BXINFRA (including its pro rata portion for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties), expenses and any placement fees payable to a placement agent or financial intermediary in respect of the advisory fee payable subscription by Partners admitted through a placement agent or financial intermediary (to the Master Fund extent such fees or expenses are not borne by such Partners directly); (xvi) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xvii) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposing of Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXINFRA directly or indirectly participates in Investments); (xviii) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXINFRA or entities in which BXINFRA holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXINFRA, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC , in its capacity as investment adviser each case, to the Master Fund extent such costs, expenses and expenses amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (including financingxix) all fees, due diligencecosts and expenses, travel if any, incurred by or on behalf of BXINFRA in developing, negotiating and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with structuring prospective or potential investments or dispositions Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”); accountingand (xx) organizational, audit offering and tax preparation fees and expenses; administrative operating expenses and fees; legal fees and expenses, custody and escrow fees and expenses; of the costs of any errors and omissions/directors and officers liability insurance Partnership or any fidelity bondFeeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners, as applicable; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and provided, that any custodian or other agent engaged by the Fund; interest such expenses (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other expenses as Fund Expenses) may be approved from time to time apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the Board. The Fund will also indirectly bear, as a result of General Partner in its investment in the Master Fund, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facilityreasonable discretion. (cb) The Fund shall bear its organizational expenses, and expenses Expenses relating to the offering Investments shall generally be allocated among BXINFRA and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Master Fund exceed $1,500,000, Investment (and in good faith in the excess amount over $1,500,000 shall be borne by ▇▇▇case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof). The General Partner ▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees that it shall use commercially reasonable efforts to cause any of the Partnership’s third-party co-investors that have agreed in writing to participate in a potential Investment Advisers LLCalongside the Partnership to bear their pro rata share of any Broken Deal Expenses. Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Funds, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. If the Partnership (or any Feeder Funds, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with the governing terms of such Other Blackstone Account shall be deemed payable by the Partnership (or any Feeder Funds, Parallel Funds or Intermediate Entities) pursuant to Section 4.1(a) (with respect to the Partnership’s (and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund Expenses pursuant to Section 4.1(b). For the avoidance of doubt, the fees, costs and expenses of administrative services provided to the Partnership with respect to the Administration Fee will not be duplicated as Fund Expenses. (c) Any amounts paid by BXINFRA for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Fund Expense relating to such Investment.

Fund Expenses. (a) Except as set forth herein or in another agreement between SP+ INFRA shall bear and be charged with all costs and expenses of its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the General Partner shall bear Investment Advisor or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) any taxes and governmental charges imposed on SP+ INFRA (subject to Section 10.6); costs of obtaining non-U.S. tax receipts and all of its costs expenses incurred in providing connection with any tax audit, investigation, settlement or review of SP+ INFRA; (ii) fees, costs and expenses for and/or relating to attorneys, accountants, auditors, administrative agents, paying agents, depositaries, advisors (including tax advisors and senior advisors), prime brokers, deal finders, fund administrators, consultants, custodians, investment bankers, operating partners and other third-party service providers or professionals; (iii) fees, costs and expenses of third parties incurred in connection with energy, sustainability and other similar programs and initiatives with respect to SP+ INFRA; (iv) valuation costs (including expenses incurred in connection with services performed by the valuation advisor or valuation agent), expenses of offering Units (including expenses associated with updating offering materials, expenses associated with printing such materials, expenses associated with subscriptions and repurchases, expenses associated with forming, marketing and branding SP+ INFRA, allocable expenses associated with forming, marketing and branding the SP+ (or other similar wealth) platform, and travel expenses related to the Fund.ongoing offering of Units); (bv) The Fund shall bear: expenses relating to the administrative, governance, accounting, technology and/or technology related services and compliance-related matters and regulatory filings relating to the Partnership’s activities or that are otherwise necessary for the operation of SP+ INFRA and its pro rata portion Portfolio Companies (including, without limitation, (x) expenses relating to the preparation and filing of all Form PF, Form ADV, Form 10, Exchange Act reports, reports to be filed with the U.S. Commodity Future Trading Commission, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which SP+ INFRA and its Portfolio Companies engage in activities and any related regulations, or the laws and/or regulations of jurisdictions in which SP+ INFRA engages in activities) and/or any other regulatory filings, notices or disclosures of the Master Fund’s Investment Advisor and/or its Affiliates relating to SP+ INFRA and its activities, compensation of the Independent Directors and preparing materials and coordinating materials of the Board of Directors, and (y) expenses relating to FOIA requests; (vi) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual and potential Investments (including, without limitation, any costs and expenses arising from any foreign exchange or other currency transactions); (vii) the cost of borrowings, guarantees and other financing or credit support obligations (including interest, fees and related legal expenses and arrangements), bank fees, expenses of loan servicers, loan administrators and other service providers; (viii) fees, costs and expenses related to the organization or maintenance of any entity or other person used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating SP+ INFRA’s activities, including without limitation any travel and accommodation expenses related to such person and the salary and benefits of any personnel (including personnel of the Investment Advisor or its Affiliates) reasonably necessary and/or advisable for the maintenance and operation of such person, or other overhead expenses in connection therewith; (ix) expenses associated with SP+ INFRA’s compliance with applicable laws and regulations; (x) expenses and fees associated with any third-party advisory committees, the Audit Committee, the Board of Directors, any independent representatives of SP+ INFRA, and any meetings of, or conferences with, the Unitholders (including, without limitation, (1) travel, accommodation, meal, event, entertainment and other similar fees, costs and expenses in connection with meetings of the Board of Directors (including such fees, costs and expenses incurred with respect to non-Independent Directors) and (2) the fees, costs and expenses of any legal counsel or other advisors retained by, or at the direction or for the benefit of, the Board of Directors); (xi) expenses associated with auditing, research, reporting, printing and publishing, including, without limitation, news and quotation equipment and services (including other notices and communications), preparation of periodic reports and financial or other related statements, tax returns, K-1s and other communications or notices relating to SP+ INFRA; (xii) technology and technology-related expenses, including, without limitation, expenses of technology-service providers and related software/hardware and market data and research used in connection with SP+ INFRA’s investment and operational activities, as well as carried interest allocation in technology expenses relating to the Master Fund, (which will be borne through the Fund’s investment in the Master Fund) including its pro rata portion oversight and management of the advisory fee Partnership and its Investments, including data collection and data aggregation in respect of Portfolio Companies, and costs and expenses of electronic subscription documents and any software for monitoring risk, compliance, sector or industry research and the overall portfolio, as well as, in each case, any related development costs; (xiii) costs, fees and expenses associated with responding to information requests from Unitholders and other persons; (xiv) expenses relating to the maintenance of any website, data room or communication medium used in relating to SP+ INFRA (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties), expenses and any placement fees payable to a placement agent or financial intermediary in respect of the subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund Partnership directly); (xv) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xvi) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring, financing and disposing of Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including financing, due diligence, travel and other costs) similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending retail, trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which SP+ INFRA directly or indirectly participates in Investments); (xvii) the acquisitioncosts and expenses of any investigation, holdinglitigation (including discovery requests), monitoring arbitration or settlement involving SP+ INFRA or entities in which SP+ INFRA holds an Investment or otherwise relating to such Investment and disposition the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of SP+ INFRA, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of SP+ INFRA, in each case, to the extent such costs, expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (xviii) expenses of starting-up, dissolving, winding up, liquidating and ultimately terminating SP+ INFRA; (xix) organizational, offering and operating expenses of the Underlying Funds (including expense associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance Partnership or any fidelity bondFeeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners or members, as applicable; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and provided, that any custodian or other agent engaged by the Fund; interest such expenses (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other expenses as Fund Expenses) may be approved from time to time apportioned to, and borne solely by, the investors participating in the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the Board. The General Partner in its reasonable discretion; (xx) expenses incurred in complying with this Agreement and the governing agreements of any Parallel Fund will also indirectly bear, as a result of its investment in the Master Fund, its pro rata portion of the management fees of the Underlying Fundsor any Intermediate Entity, as well as carried interest allocations the out-of-pocket expenses incurred in connection with any amendments to this Agreement or the governing documents of any Parallel Fund or any Intermediate Entity (including any exhibits or annexes thereto), any amendments or modifications to Stonepeak’s or the Partnership’s valuation policy, any transfer, redemption or repurchase of Units (to the extent not reimbursed by the parties to any such Underlying Fundstransfer, investment-related redemption or repurchase); (xxi) expenses and fees charged or specifically attributed or allocated by the Investment Advisor or its Affiliates to provide in-house administrative, accounting (including tax services (e.g., tax compliance, tax oversight and tax structuring)), legal, hedging and currency management and transfer pricing services to SP+ INFRA and/or any Portfolio Companies, and expenses charged and/or related costs incurred by the Partnership, any Parallel Fund, any Feeder Fund, the Intermediate Entities, the Investment Advisor or its Affiliates in connection with providing such services including, without limitation, compensation and other expensesoverhead allocable to such services (amounts described by this clause (xxi), collectively, “Internal Expenses”); provided, that the General Partner determines in good faith that any such Internal Expenses are not greater than what would be paid to an unaffiliated third party for substantially similar services; and (xxii) all 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 (including, for greater certainty, any co-investors’ share of any such expenses to the extent not paid by such co-investors), including, but without limitation, (w) commitment fees that become payable in connection with a proposed Investment that is not limited toultimately made, non-investment related interest expense (x) legal, tax, administrative, accounting, advisory and consulting fees and disbursements expenses, travel and related expenses, (y) printing expenses and (z) any liquidated damages, forfeited deposits, reverse termination fees or other similar payments with respect to the acquisition of attorneys a prospective portfolio company (collectively, “Broken Deal Expenses”), shall be borne by the Partnership. (b) Fund Expenses relating to Investments shall generally be allocated among SP+ INFRA and accountants engaged Other Stonepeak Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Investment (and in good faith in the case of Broken Deal Expenses and related expenses for unconsummated transactions based on behalf their relative expected investment sizes thereof); provided, that Fund Expenses relating to Investments shall generally be allocated among SP+ INFRA and the Lux Fund as described in the Memorandum. Fund Expenses may be paid out of each Underlying Fundany funds of the Partnership (or of any Feeder Funds, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. Capital calls from Limited Partners made In addition, the General Partner may specifically allocate any Fund Expenses to one or more classes of Unitholders to the extent the General Partner determines in good faith that doing so is necessary or appropriate under the circumstances (and shall be permitted to make adjustments to Units, distributions, allocations and fundings, payments or calculations in order to give effect to the foregoing). If the Partnership (or any Feeder Funds, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Stonepeak Account, any expenses that are payable in accordance with the governing terms of such Other Stonepeak Account shall be deemed payable by the Partnership (or any Feeder Funds, Parallel Funds or Intermediate Entities) pursuant to Section 7.2 hereof or distribution from Underlying 4.1(a) (with respect to the Partnership’s (and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds may be used and/or Intermediate Entities) to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facilityborrow funds to pay Fund Expenses pursuant to Section 4.1(b). (c) The Any amounts paid by SP+ INFRA for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Fund shall bear its organizational expenses, and expenses Expense relating to the offering and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLCInvestment.

Fund Expenses. (a) Except as set forth herein or in another agreement between BXPE shall bear and be charged with all costs and expenses of its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) fees, costs and expenses for and/or relating to attorneys (including compensation and benefits costs specifically charged, allocated or attributed by the General Partner and/or the Investment Manager or their affiliates to BXPE or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXPE or its Portfolio Entities on matters related to potential or actual Investments and transactions; provided, that any such compensation costs shall bear all not be greater than what would be paid to, or duplicative of its services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services), tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), consultants including ESG consultants, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals; (ii) fees, costs and expenses of third parties incurred in providing connection with energy, sustainability and ESG-related programs and initiatives with respect to the Partnership; (iii) valuation costs, expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with subscriptions and repurchases, and travel expenses relating to the ongoing offering of Units); (iv) expenses relating to ongoing administrative, governance and compliance services necessary for the operation of BXPE and its Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form 10, 1934 Act reports, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXPE and its Portfolio Entities engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXPE engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its affiliates relating to BXPE and its activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, and (y) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their affiliates in performing administrative and/or accounting services for BXPE or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to the Fund.BXPE; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services); (bv) The Fund shall bear: its pro rata portion of all of the Master Fund’s brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars); (vi) the cost of borrowings, guarantees and other financing (including interest, fees, related legal expenses and arrangement expenses), bank fees, expenses of loan servicers and other service providers; (vii) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the General Partner and/or Investment Manager or their affiliates for data-related services provided to the Portfolio Entities or BXPE (including in connection with prospective Investments); provided, that any such expenses, as well as carried interest allocation in the Master Fundcharges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services; (viii) fees, (which will be borne through the Fund’s investment in the Master Fund) including its pro rata portion of the advisory fee payable by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund costs and expenses (including financing, due diligence, travel and other costs) related to the acquisitionorganization or maintenance of any entity used to directly or indirectly acquire, hold or dispose of any one or more Investment(s) or otherwise facilitating BXPE’s investment activities, including without limitation any travel and accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Investment Manager or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith; (ix) expenses associated with BXPE’s compliance with applicable laws and regulations; (x) any taxes, fees, costs of obtaining non-U.S. tax receipts or other governmental charges levied against BXPE and all expenses incurred in connection with any tax audit, investigation, settlement or review of BXPE; (xi) expenses and fees of the General Partner and/or Investment Manager, any third-party advisory committees, any independent representative of BXPE, and any annual meeting of BXPE; (xii) expenses associated with auditing, research, reporting, printing, publishing and technology, including, without limitation, news and quotation equipment and services, preparation of any periodic reports and related statements of BXPE (including notices, communications, financial statements and tax returns including any tax returns or filings required to be made by BXPE in any jurisdictions in which any Limited Partners are resident or established) in respect of BXPE and its activities; (xiii) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons; (xiv) technology-related expenses, including without limitation, costs and expenses of technology service providers and related software/hardware and market data and research utilized in connection with BXPE’s investment and operational activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by BXPE, the Investment Manager or its affiliates in connection with such provision of services thereby); (xv) expenses relating to the maintenance of any website, data room or communication medium used in relation to BXPE (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties), expenses and any placement fees payable to a placement agent or financial intermediary in respect of the subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by such Partners directly); (xvi) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xvii) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposition disposing of the Underlying Funds Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including expense with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXPE directly or indirectly participates in Investments); (xviii) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXPE or entities in which BXPE holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXPE, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of BXPE, in each case, to the extent such costs, expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (xix) all fees, costs and expenses, if any, incurred by or on behalf of BXPE in developing, negotiating and structuring prospective or potential investments or dispositions Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”); accountingand (xx) organizational, audit offering and tax preparation fees and expenses; administrative operating expenses and fees; legal fees and expenses, custody and escrow fees and expenses; of the costs of any errors and omissions/directors and officers liability insurance Partnership or any fidelity bondFeeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners, as applicable; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and provided, that any custodian or other agent engaged by the Fund; interest such expenses (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other expenses as Fund Expenses) may be approved from time to time apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the Board. The Fund will also indirectly bear, as a result of General Partner in its investment in the Master Fund, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facilityreasonable discretion. (cb) The Fund shall bear its organizational expenses, and expenses Expenses relating to the offering Investments shall generally be allocated among BXPE and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Master Fund exceed $1,500,000, Investment (and in good faith in the excess amount over $1,500,000 shall be borne by ▇▇▇case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof). The General Partner ▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees that it shall use commercially reasonable efforts to cause any of the Partnership’s third-party co-investors that have agreed in writing to participate in a potential Investment Advisers LLCalongside the Partnership to bear their pro rata share of any Broken Deal Expenses. Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Funds, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. If the Partnership (or any Feeder Funds, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with the governing terms of such Other Blackstone Account shall be deemed payable by the Partnership (or any Feeder Funds, Parallel Funds or Intermediate Entities) pursuant to Section 4.1(a) (with respect to the Partnership’s (and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund Expenses pursuant to Section 4.1(b). For the avoidance of doubt, the fees, costs and expenses of administrative services provided with respect to the Administration Fee will not be duplicated as Fund Expenses. (c) Any amounts paid by BXPE for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Fund Expense relating to such Investment.

Fund Expenses. (a) Except as set forth herein or in another agreement between the Fund and the General Partner, the General Partner shall bear all of its costs incurred in providing services to the Fund. (b) The Fund shall bear: its pro rata portion of all of the Master Fund’s fees and expenses, as well as carried interest allocation in the Master Fund, (which will be borne through the Fund’s investment in the Master Fund) including its pro rata portion of the advisory fee payable by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund and Fund; Carried Interest; all expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest expenses (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. The Fund will also indirectly bear, as a result of its investment in the Master Fund, bear its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facility. (c) The Fund shall bear its organizational expenses, and expenses relating to the offering and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other Fund’s feeder funds that invest directly or indirectly in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC.

Fund Expenses. (a) Except as set forth herein or in another agreement between BXHF shall bear and be charged with all costs and expenses of its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) fees, costs and expenses for and/or relating to attorneys (including compensation costs specifically charged, allocated or attributed by the General Partner and/or Investment Manager or their Affiliates to BXHF or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXHF or its Portfolio Entities on matters related to potential or actual Investments and transactions); provided, that any such compensation costs shall bear all not be greater than what would be paid to, or duplicative of services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services, tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), appraisers, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals; (ii) valuation costs and expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with subscriptions and redemptions, and travel expenses relating to the ongoing offering of Units); (iii) expenses relating to ongoing administrative, governance and compliance services necessary for the operation of BXHF and its costs Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Exchange Act filings, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXHF engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXHF engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its Affiliates relating to BXHF and their activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, (y) expenses relating to FOIA requests and (z) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their Affiliates in performing administrative and/or accounting services for BXHF or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, technology and/or technology-related services to BXHF, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to BXHF; (iv) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in providing connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars); (v) the cost of borrowings, guarantees and other financing (including interest, credit facility fees, other fees, related legal expenses and arrangement expenses), bank fees, and expenses of loan servicers and other service providers; (vi) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the General Partner and/or Investment Manager or their Affiliates for data-related services provided to the Fund.Portfolio Entities or BXHF (including in connection with prospective Investments); (bvii) The Fund shall bear: its pro rata portion of all of the Master Fund’s fees and expensesfees, as well as carried interest allocation in the Master Fund, (which will be borne through the Fund’s investment in the Master Fund) including its pro rata portion of the advisory fee payable by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund costs and expenses (including financing, due diligence, travel and other costs) related to the acquisitionorganization or maintenance of any entity used to directly or indirectly acquire, holdinghold, monitoring provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating BXHF’s investment activities, including without limitation any travel and disposition accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Underlying Funds Investment Manager or its Affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith; (including expense viii) expenses associated with potential investments BXHF’s compliance with applicable laws and regulations; (ix) organizational, offering and operating expenses of the Partnership, Feeder Vehicles, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Vehicles, Parallel Funds and/or Intermediate Entities or dispositions their partners, as applicable; provided, that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest such expenses (including, without limitation, any Fund Expenses) may be apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Vehicles, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Vehicles, Parallel Funds and/or Intermediate Entities as determined by the General Partner in its reasonable discretion; (x) any taxes (other than those specifically allocable to a Limited Partner) and governmental charges levied against BXHF; (xi) fees and costs of obtaining non-U.S. tax receipts; (xii) all expenses incurred in connection with any tax audit, investigation, settlement or review of BXHF; (xiii) expenses and fees of any third-party advisory committees, any independent representative of BXHF, and any annual meeting of BXHF; (xiv) expenses associated with auditing, preparation and delivery of internal control reports, research, reporting, printing, publishing, technology and technology-related services, including, without limitation, news and quotation equipment, aggregation fees and services and data collection, preparation of BXHF’s periodic reports and related statements (including notices, communications, financial statements and tax returns including any tax returns or filings required to be made by BXHF in any jurisdictions in which any Limited Partners are resident or established) in respect of BXHF and its activities; (xv) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons; (xvi) costs and expenses of technology service providers and related software/hardware and market data and research utilized in connection with BXHF’s investment and operational activities (including third-party trade surveillance and monitoring software and internal expenses, charges and / or related interest expensescosts incurred, charged or specifically attributed or allocated by BXHF, the Investment Manager or its Affiliates in connection with such provision of services thereby); ; (xvii) expenses relating to the maintenance of any extraordinary expenses; website, data room or communication medium used in relation to BXHF (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties); (xviii) expenses and such other expenses as may be approved from time any placement fees payable to time by the Board. The Fund will also indirectly bear, as a result of its investment placement agent or financial intermediary in the Master Fund, its pro rata portion respect of the subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by such Partners directly); (xix) expenses for accounting and audit services (including valuation support services), account management fees services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xx) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposing of the Underlying FundsInvestments (including, as well as carried interest allocations without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging, consulting, proxy voting and securities class action processing expenses and other similar costs and expenses in such Underlying Fundsconnection therewith, investment-including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXHF directly or indirectly participate in Investments); (xxi) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXHF or entities in which BXHF holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXHF, and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of BXHF, in each case, to the extent such costs, expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (xxii) directors and officers, liability or other insurance (including expenses for insurance acquired specifically for BXHF, and/or a portion of expenses related to any “umbrella” policies maintained by Blackstone and/or Blackstone’s multi-asset investing division); and (xxiii) all fees, costs and expenses, includingif any, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged incurred by or on behalf of each Underlying FundBXHF in developing, negotiating and structuring prospective or potential Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”). (b) Fund Expenses relating to Investments shall generally be allocated among BXHF and Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Investment (and in good faith in the case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof). Capital calls from Limited Partners made Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Vehicles, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. If the Partnership (or any Feeder Vehicles, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with the governing terms of such Other Blackstone Account shall be deemed payable by the Partnership (or any Feeder Vehicles, Parallel Funds or Intermediate Entities) pursuant to Section 7.2 hereof or distribution from Underlying 4.1(a) (with respect to the Partnership’s (and/or any Feeder Vehicles’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Vehicles, Parallel Funds may be used and/or Intermediate Entities) to fulfill obligations (including, but not limited toborrow funds to pay Fund Expenses pursuant to Section 4.1(b). For the avoidance of doubt, the payment fees, costs and expenses of any interest due) under any credit facilityadministrative services provided to the Partnership with respect to the Administration Fee will not be duplicated as Fund Expenses. (c) The Any amounts paid by BXHF for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Fund shall bear its organizational expenses, and expenses Expense relating to the offering and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLCInvestment.

Fund Expenses. (a) Except as set forth herein or in another agreement between BXPE shall bear and be charged with all costs and expenses of its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) fees, costs and expenses for and/or relating to attorneys (including compensation and benefits costs specifically charged, allocated or attributed by the General Partner and/or the Investment Manager or their Affiliates to BXPE or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXPE or its Portfolio Entities on matters related to potential or actual Investments and transactions); provided, that any such compensation costs shall bear all not be greater than what would be paid to, or duplicative of its services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services, tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), consultants including sustainability consultants, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals; (ii) fees, costs and expenses of third parties incurred in providing connection with energy, sustainability and sustainability-related programs and initiatives with respect to the Partnership; (iii) valuation costs (including the costs of valuation advisors) and expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with Subscriptions and redemptions, and travel expenses relating to the ongoing offering of Units); (iv) expenses relating to ongoing administrative, governance and compliance services necessary for the operation of BXPE and its Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form 10, Exchange Act reports, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXPE and its Portfolio Entities engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXPE engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its affiliates relating to BXPE and its activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, (y) expenses relating to FOIA requests and (z) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their affiliates in performing administrative and/or accounting services for BXPE or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, technology and/or technology-related services, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to the Fund.BXPE; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services); (bv) The Fund shall bear: its pro rata portion of all of the Master Fund’s brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars); (vi) the cost of borrowings, guarantees and other financing (including interest, fees, related legal expenses and arrangement expenses), bank fees and expenses of loan servicers and other service providers; (vii) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the General Partner and/or Investment Manager or their affiliates for data-related services provided to the Portfolio Entities or BXPE (including in connection with prospective Investments); provided, that any such expenses, as well as carried interest allocation in the Master Fundcharges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services; (viii) fees, (which will be borne through the Fund’s investment in the Master Fund) including its pro rata portion of the advisory fee payable by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund costs and expenses (including financing, due diligence, travel and other costs) related to the acquisitionorganization or maintenance of any entity used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating BXPE’s investment activities, including without limitation any travel and accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Investment Manager or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith; (ix) expenses associated with BXPE’s compliance with applicable laws and regulations; (x) any taxes (other than those specifically allocable to holders of Units) and governmental charges levied against BXPE; fees and costs of obtaining non-U.S. tax receipts or other governmental charges levied against BXPE and all expenses incurred in connection with any tax audit, investigation, settlement or review of BXPE; (xi) expenses and fees of any third-party advisory committees, any independent representative of BXPE, and any annual meeting of BXPE; (xii) expenses associated with auditing, research, reporting, printing, publishing and technology and technology-related services, including, without limitation, news and quotation equipment and services and data collection, preparation of any periodic reports and related statements of BXPE (including notices, communications, financial statements and tax returns including any tax returns or filings required to be made by BXPE in any jurisdictions in which any Limited Partners are resident or established) in respect of BXPE and its activities; (xiii) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons; (xiv) technology-related expenses, including without limitation, costs and expenses of technology service providers and related software/hardware and market data and research utilized in connection with BXPE’s investment and operational activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by BXPE, the Investment Manager or its affiliates in connection with such provision of services thereby); (xv) expenses relating to the maintenance of any website, data room or communication medium used in relation to BXPE (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties); (xvi) expenses and any placement fees payable to a placement agent or financial intermediary in respect of the Subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by such Partners directly); (xvii) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xviii) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposition disposing of the Underlying Funds Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including expense with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXPE directly or indirectly participates in Investments); (xix) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXPE or entities in which BXPE holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXPE, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of BXPE, in each case, to the extent such costs, expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (xx) all fees, costs and expenses, if any, incurred by or on behalf of BXPE in developing, negotiating and structuring prospective or potential investments or dispositions Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”); accountingand (xxi) organizational, audit offering and tax preparation fees and expenses; administrative operating expenses and fees; legal fees and expenses, custody and escrow fees and expenses; of the costs of any errors and omissions/directors and officers liability insurance Partnership or any fidelity bondFeeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners, as applicable; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and provided, that any custodian or other agent engaged by the Fund; interest such expenses (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other expenses as Fund Expenses) may be approved from time to time apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the Board. The Fund will also indirectly bear, as a result of General Partner in its investment in the Master Fund, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facilityreasonable discretion. (cb) The Fund shall bear its organizational expenses, and expenses Expenses relating to the offering Investments shall generally be allocated among BXPE and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Master Fund exceed $1,500,000, Investment (and in good faith in the excess amount over $1,500,000 shall be borne by ▇▇▇case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof). The General Partner ▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees that it shall use commercially reasonable efforts to cause any of the Partnership’s third-party co-investors that have agreed in writing to participate in a potential Investment Advisers LLCalongside the Partnership to bear their pro rata share of any Broken Deal Expenses. Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Funds, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. If the Partnership (or any Feeder Funds, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with the governing terms of such Other Blackstone Account shall be deemed payable by the Partnership (or any Feeder Funds, Parallel Funds or Intermediate Entities) pursuant to Section 4.1(a) (with respect to the Partnership’s (and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund Expenses pursuant to Section 4.1(b). For the avoidance of doubt, the fees, costs and expenses of administrative services provided to the Partnership with respect to the Administration Fee will not be duplicated as Fund Expenses. (c) Any amounts paid by BXPE for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Fund Expense relating to such Investment.

Fund Expenses. (a) Except The Partnership shall not have any salaried personnel. The Partnership, in its capacity as set forth herein or a limited partner of the Main Fund, shall bear its pro rata share of Fund Expenses, Organizational Expenses, Placement Fees, Management Fees, Servicing Fees and Administration Fees (as applicable, each as defined in another agreement between the Main Fund Agreement), in each case, relating to its Underlying Interest. In addition, the Partnership shall bear and be charged the Fund Expenses (as defined in the Main Fund Agreement) and any other expenses, obligations, indemnities or liabilities, contingent or otherwise, relating to the Partnership, that the Main Fund General Partner specially allocates to the Partnership (including any Limited Partner) in accordance with the Main Fund Agreement, it being understood that any such expenses, obligations, indemnities or liabilities relating to the Partnership shall be borne indirectly solely by the Limited Partners and that the obligations of the other limited partners of the Main Fund in respect of such obligations, indemnities or liabilities shall not in any way be increased as a result thereof. Notwithstanding anything herein to the contrary, the General Partner shall bear all may pay the tax and similar expenses of the Partnership and any of its costs incurred in providing services to Intermediate Entities out of any available funds of the FundPartnership. (b) The Fund shall bear: its pro rata portion Expenses relating to the Partnership may be paid out of all any funds of the Master Fund’s fees and expenses, as well as carried interest allocation Main Fund in a manner reasonably determined by the Main Fund General Partner in accordance with the terms in the Master Fund, (which will be borne through the Fund’s investment in the Master Fund) including its pro rata portion of the advisory fee payable by the Master Main Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund and expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest expenses (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. The Fund will also indirectly bear, as a result of its investment in the Master Fund, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expensesAgreement, including, but not limited toto the extent applicable, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof that the Main Fund General Partner may hold all or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment any portion of any interest due) under Subscription made by the Partnership or any credit facilitydistribution to be allocated to the Partnership pursuant to the preceding sentence in reserve and apply such amounts any time to satisfy any such expenses, obligations, indemnities or liabilities, contingent or otherwise, relating to the Partnership. (c) The Fund General Partner shall bear its organizational expensesnot receive any profits or distributions from the Partnership, and expenses relating to or any salary, fees or compensation from the offering and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLCPartnership.

Fund Expenses. (a) Except as set forth herein or in another agreement between BXINFRA shall bear and be charged with all costs and expenses of its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) fees, costs and expenses for and/or relating to attorneys (including compensation and benefits costs specifically charged, allocated or attributed by the General Partner and/or the Investment Manager or their Affiliates to BXINFRA or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXINFRA or its Portfolio Entities on matters related to potential or actual Investments and transactions); provided, that any such compensation costs shall bear all not be greater than what would be paid to, or duplicative of its services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services, tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), consultants including sustainability consultants, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals; (ii) fees, costs and expenses of third parties incurred in providing connection with energy, sustainability and sustainability-related programs and initiatives with respect to the Partnership; (iii) valuation costs (including the costs of valuation advisors) and expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with Subscriptions and redemptions, and travel expenses relating to the ongoing offering of Units); (iv) expenses relating to ongoing administrative, governance and compliance services necessary for the operation of BXINFRA and its Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form 10, Exchange Act reports, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXINFRA and its Portfolio Entities engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXINFRA engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its affiliates relating to BXINFRA and its activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, (y) expenses relating to FOIA requests and (z) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their affiliates in performing administrative and/or accounting services for BXINFRA or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, technology and/or technology-related services, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to the Fund.BXINFRA; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services); (bv) The Fund brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars); (vi) the cost of borrowings, guarantees and other financing (including interest, fees, related legal expenses and arrangement expenses), bank fees and expenses of loan servicers and other service providers; (vii) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the General Partner and/or Investment Manager or their affiliates for data-related services provided to the Portfolio Entities or BXINFRA (including in connection with prospective Investments); provided, that any such expenses, charges or related costs shall bear: its pro rata portion not be greater than what would be paid to an unaffiliated third party for substantially similar services; (viii) fees, costs and expenses related to the organization or maintenance of all any entity used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating BXINFRA’s investment activities, including without limitation any travel and accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Master FundInvestment Manager or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith; (ix) expenses associated with BXINFRA’s compliance with applicable laws and regulations; (x) any taxes (other than those specifically allocable to holders of Units) and governmental charges levied against BXINFRA; fees and costs of obtaining non-U.S. tax receipts or other governmental charges levied against BXINFRA and all expenses incurred in connection with any tax audit, investigation, settlement or review of BXINFRA; (xi) expenses and fees of any third-party advisory committees, any independent representative of BXINFRA, and any annual meeting of BXINFRA; (xii) expenses associated with auditing, research, reporting, printing, publishing and technology and technology-related services, including, without limitation, news and quotation equipment and services and data collection, preparation of any periodic reports and related statements of BXINFRA (including notices, communications, financial statements and tax returns including any tax returns or filings required to be made by BXINFRA in any jurisdictions in which any Limited Partners are resident or established) in respect of BXINFRA and its activities; (xiii) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons; (xiv) technology-related expenses, as well as carried interest allocation including without limitation, costs and expenses of technology service providers and related software/hardware and market data and research utilized in the Master Fund, (which will be borne through the Fundconnection with BXINFRA’s investment and operational activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by BXINFRA, the Investment Manager or its affiliates in connection with such provision of services thereby); (xv) expenses relating to the Master Fundmaintenance of any website, data room or communication medium used in relation to BXINFRA (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties); (xvi) including its pro rata portion expenses and any placement fees payable to a placement agent or financial intermediary in respect of the advisory fee payable Subscription by Partners admitted through a placement agent or financial intermediary (to the Master Fund extent such fees or expenses are not borne by such Partners directly); (xvii) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xviii) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposing of Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXINFRA directly or indirectly participates in Investments); (xix) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXINFRA or entities in which BXINFRA holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXINFRA, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC , in its capacity as investment adviser each case, to the Master Fund extent such costs, expenses and expenses amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (including financingxx) all fees, due diligencecosts and expenses, travel if any, incurred by or on behalf of BXINFRA in developing, negotiating and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with structuring prospective or potential investments or dispositions Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”); accountingand (xxi) organizational, audit offering and tax preparation fees and expenses; administrative operating expenses and fees; legal fees and expenses, custody and escrow fees and expenses; of the costs of any errors and omissions/directors and officers liability insurance Partnership or any fidelity bondFeeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners, as applicable; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and provided, that any custodian or other agent engaged by the Fund; interest such expenses (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other expenses as Fund Expenses) may be approved from time to time apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the Board. The Fund will also indirectly bear, as a result of General Partner in its investment in the Master Fund, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facilityreasonable discretion. (cb) The Fund shall bear its organizational expenses, and expenses Expenses relating to the offering Investments shall generally be allocated among BXINFRA and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Master Fund exceed $1,500,000, Investment (and in good faith in the excess amount over $1,500,000 shall be borne by ▇▇▇case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof). The General Partner ▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees that it shall use commercially reasonable efforts to cause any of the Partnership’s third-party co-investors that have agreed in writing to participate in a potential Investment Advisers LLCalongside the Partnership to bear their pro rata share of any Broken Deal Expenses. Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Funds, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. If the Partnership (or any Feeder Funds, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with the governing terms of such Other Blackstone Account shall be deemed payable by the Partnership (or any Feeder Funds, Parallel Funds or Intermediate Entities) pursuant to Section 4.1(a) (with respect to the Partnership’s (and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund Expenses pursuant to Section 4.1(b). For the avoidance of doubt, the fees, costs and expenses of administrative services provided to the Partnership with respect to the Administration Fee will not be duplicated as Fund Expenses. (c) Any amounts paid by BXINFRA for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Fund Expense relating to such Investment.

Fund Expenses. (a) Except as set forth herein or in another agreement between BXINFRA shall bear and be charged with all costs and expenses of its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) fees, costs and expenses for and/or relating to attorneys (including compensation and benefits costs specifically charged, allocated or attributed by the General Partner and/or the Investment Manager or their affiliates to BXINFRA or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXINFRA or its Portfolio Entities on matters related to potential or actual Investments and transactions; provided, that any such compensation costs shall bear all not be greater than what would be paid to, or duplicative of its services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services), tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), consultants including ESG consultants, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals; (ii) fees, costs and expenses of third parties incurred in providing connection with energy, sustainability and ESG-related programs and initiatives with respect to the Partnership; (iii) valuation costs and expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with subscriptions and repurchases, and travel expenses relating to the ongoing offering of Units); (iv) expenses relating to ongoing administrative, governance and compliance services necessary for the operation of BXINFRA and its Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form 10, 1934 Act reports, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXINFRA and its Portfolio Entities engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXINFRA engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its affiliates relating to BXINFRA and its activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, (y) expenses relating to FOIA requests and (z) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their affiliates in performing administrative and/or accounting services for BXINFRA or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, technology and/or technology-related services, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to the Fund.BXINFRA; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services); (bv) The Fund shall bear: its pro rata portion of all of the Master Fund’s brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars); (vi) the cost of borrowings, guarantees and other financing (including interest, fees, related legal expenses and arrangement expenses), bank fees, and expenses of loan servicers and other service providers; (vii) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the General Partner and/or Investment Manager or their affiliates for data-related services provided to the Portfolio Entities or BXINFRA (including in connection with prospective Investments); provided, that any such expenses, as well as carried interest allocation in the Master Fundcharges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services; (viii) fees, (which will be borne through the Fund’s investment in the Master Fund) including its pro rata portion of the advisory fee payable by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund costs and expenses (including financing, due diligence, travel and other costs) related to the acquisitionorganization or maintenance of any entity used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating BXINFRA’s investment activities, including without limitation any travel and accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Investment Manager or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith; (ix) expenses associated with BXINFRA’s compliance with applicable laws and regulations; (x) any taxes (other than those specifically allocable to holders of Units) and governmental charges levied against BXINFRA; fees and costs of obtaining non-U.S. tax receipts and all expenses incurred in connection with any tax audit, investigation, settlement or review of BXINFRA; (xi) expenses and fees of any third-party advisory committees, any independent representative of BXINFRA, and any annual meeting of BXINFRA; (xii) expenses associated with auditing, research, reporting, printing, publishing and technology and technology-related services, including, without limitation, news and quotation equipment and services and data collection, preparation of any periodic reports and related statements of BXINFRA (including notices, communications, financial statements and tax returns including any tax returns or filings required to be made by BXINFRA in any jurisdictions in which any Limited Partners are resident or established) in respect of BXINFRA and its activities; (xiii) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons; (xiv) technology-related expenses, including without limitation, costs and expenses of technology service providers and related software/hardware and market data and research utilized in connection with BXINFRA’s investment and operational activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by BXINFRA, the Investment Manager or its affiliates in connection with such provision of services thereby); (xv) expenses relating to the maintenance of any website, data room or communication medium used in relation to BXINFRA (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties), expenses and any placement fees payable to a placement agent or financial intermediary in respect of the subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by such Partners directly); (xvi) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xvii) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposition disposing of the Underlying Funds Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including expense with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXINFRA directly or indirectly participates in Investments); (xviii) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXINFRA or entities in which BXINFRA holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXINFRA, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of BXINFRA, in each case, to the extent such costs, expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (xix) all fees, costs and expenses, if any, incurred by or on behalf of BXINFRA in developing, negotiating and structuring prospective or potential investments or dispositions Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”); accountingand (xx) organizational, audit offering and tax preparation fees and expenses; administrative operating expenses and fees; legal fees and expenses, custody and escrow fees and expenses; of the costs of any errors and omissions/directors and officers liability insurance Partnership or any fidelity bondFeeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners, as applicable; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and provided, that any custodian or other agent engaged by the Fund; interest such expenses (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other expenses as Fund Expenses) may be approved from time to time apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the Board. The Fund will also indirectly bear, as a result of General Partner in its investment in the Master Fund, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facilityreasonable discretion. (cb) The Fund shall bear its organizational expenses, and expenses Expenses relating to the offering Investments shall generally be allocated among BXINFRA and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Master Fund exceed $1,500,000, Investment (and in good faith in the excess amount over $1,500,000 shall be borne by ▇▇▇case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof). The General Partner ▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees that it shall use commercially reasonable efforts to cause any of the Partnership’s third-party co-investors that have agreed in writing to participate in a potential Investment Advisers LLCalongside the Partnership to bear their pro rata share of any Broken Deal Expenses. Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Funds, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. If the Partnership (or any Feeder Funds, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with the governing terms of such Other Blackstone Account shall be deemed payable by the Partnership (or any Feeder Funds, Parallel Funds or Intermediate Entities) pursuant to Section 4.1(a) (with respect to the Partnership’s (and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund Expenses pursuant to Section 4.1(b). For the avoidance of doubt, the fees, costs and expenses of administrative services provided to the Partnership with respect to the Administration Fee will not be duplicated as Fund Expenses. (c) Any amounts paid by BXINFRA for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Fund Expense relating to such Investment.

Fund Expenses. (a) Except as set forth herein or in another agreement between SP+ INFRA shall bear and be charged with all costs and expenses of its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the General Partner shall bear Investment Advisor or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) any taxes and governmental charges imposed on SP+ INFRA (subject to Section 10.6); costs of obtaining non-U.S. tax receipts and all of its costs expenses incurred in providing connection with any tax audit, investigation, settlement or review of SP+ INFRA; (ii) fees, costs and expenses for and/or relating to attorneys, accountants, auditors, administrative agents, paying agents, depositaries, advisors (including tax advisors and senior advisors), prime brokers, deal finders, fund administrators, consultants, custodians, investment bankers, operating partners and other third-party service providers or professionals; (iii) fees, costs and expenses of third parties incurred in connection with energy, sustainability and other similar programs and initiatives with respect to SP+ INFRA; (iv) valuation costs (including expenses incurred in connection with services to the Fund. (b) The Fund shall bear: its pro rata portion of all of the Master Fund’s fees and expenses, as well as carried interest allocation in the Master Fund, (which will be borne through the Fund’s investment in the Master Fund) including its pro rata portion of the advisory fee payable performed by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund and valuation advisor or valuation agent), expenses of offering Units (including financingexpenses associated with updating offering materials, due diligenceexpenses associated with printing such materials, expenses associated with subscriptions and redemptions, expenses associated with forming, marketing and branding SP+ INFRA, allocable expenses associated with forming, marketing and branding the SP+ (or other similar wealth) platform, and travel and other costs) expenses related to the acquisitionongoing offering of Units); (v) expenses relating to the administrative, holdinggovernance, monitoring accounting, technology and/or technology related services and disposition of compliance-related matters and regulatory filings relating to the Underlying Funds (including expense associated with potential investments Partnership’s activities or dispositions that are not consummated); accounting, audit otherwise necessary for the operation of SP+ INFRA and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest expenses its Portfolio Companies (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form ADV, Form 10, Exchange Act reports, reports to be filed with the U.S. Commodity Future Trading Commission, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which SP+ INFRA and its Portfolio Companies engage in activities and any related regulations, or the laws and/or regulations of jurisdictions in which SP+ INFRA engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Advisor and/or its Affiliates relating to SP+ INFRA and its activities, compensation of the Independent Directors and preparing materials and coordinating materials of the Board of Directors, and (y) expenses relating to FOIA requests; (vi) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of 33 actual and potential Investments (including, without limitation, any costs and expenses arising from any foreign exchange or other currency transactions); (vii) the cost of borrowings, guarantees and other financing or credit support obligations (including interest, fees and related legal expenses and arrangements), bank fees, expenses of loan servicers, loan administrators and other service providers; (viii) fees, costs and expenses related to the organization or maintenance of any entity or other person used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating SP+ INFRA’s activities, including without limitation any travel and accommodation expenses related to such person and the salary and benefits of any personnel (including personnel of the Investment Advisor or its Affiliates) reasonably necessary and/or advisable for the maintenance and operation of such person, or other overhead expenses in connection therewith; (ix) expenses associated with SP+ INFRA’s compliance with applicable laws and regulations; (x) expenses and fees associated with any third-party advisory committees, the Audit Committee, the Board of Directors, any independent representatives of SP+ INFRA, and any meetings of, or conferences with, the Unitholders (including, without limitation, (1) travel, accommodation, meal, event, entertainment and other similar fees, costs and expenses in connection with meetings of the Board of Directors (including such fees, costs and expenses incurred with respect to non-investment related interest expensesIndependent Directors) and (2) the fees, costs and expenses of any legal counsel or other advisors retained by, or at the direction or for the benefit of, the Board of Directors); any extraordinary (xi) expenses associated with auditing, research, reporting, printing and publishing, including, without limitation, news and quotation equipment and services (including other notices and communications), preparation of periodic reports and financial or other related statements, tax returns, K-1s and other communications or notices relating to SP+ INFRA; (xii) technology and technology-related expenses; , including, without limitation, expenses of technology-service providers and such other expenses as may be approved from time to time by the Board. The Fund will also indirectly bear, as a result of its related software/hardware and market data and research used in connection with SP+ INFRA’s investment in the Master Fund, its pro rata portion of the management fees of the Underlying Fundsand operational activities, as well as carried interest allocations technology expenses relating to the oversight and management of the Partnership and its Investments, including data collection and data aggregation in such Underlying respect of Portfolio Companies, and costs and expenses of electronic subscription documents and any software for monitoring risk, compliance, sector or industry research and the overall portfolio, as well as, in each case, any related development costs; (xiii) costs, fees and expenses associated with responding to information requests from Unitholders and other persons; (xiv) expenses relating to the maintenance of any website, data room or communication medium used in relating to SP+ INFRA (including for the hosting of (b) Fund Expenses relating to Investments shall generally be allocated among SP+ INFRA and Other Stonepeak Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Investment (and in good faith in the case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof); provided, that Fund Expenses relating to Investments shall generally be allocated among SP+ INFRA and the Lux Fund as described in the Memorandum. Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying FundParallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited toIn addition, the payment General Partner may specifically allocate any Fund Expenses to one or more classes of any interest due) Unitholders to the extent the General Partner determines in good faith that doing so is necessary or appropriate under any credit facility.the circumstances (and shall be permitted to make adjustments to (c) The Any amounts paid by SP+ INFRA for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Fund shall bear its organizational expenses, and expenses Expense relating to the offering and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLCInvestment.

Fund Expenses. (a) Except as set forth herein or in another agreement between SP+ INFRA shall bear and be charged with all costs and expenses of its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the General Partner shall bear all of Investment Advisor or its costs incurred in providing services Affiliates, as the case may be, to the Fund. (b) The Fund shall bear: its pro rata portion extent that any of all of the Master Fund’s fees and expenses, as well as carried interest allocation in the Master Fund, (which will be borne through the Fund’s investment in the Master Fund) including its pro rata portion of the advisory fee payable by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund such costs and expenses (including financingare paid by such entities), due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest expenses (including, without limitation, : (i) any taxes and governmental charges imposed on SP+ INFRA (subject to Section 10.6); costs of obtaining non-U.S. tax receipts and all expenses incurred in connection with any tax audit, investigation, settlement or review of SP+ INFRA; (ii) fees, costs and expenses for and/or relating to attorneys, accountants, auditors, administrative agents, paying agents, depositaries, advisors (including tax advisors and senior advisors), prime brokers, deal finders, fund administrators, consultants, custodians, investment bankers, operating partners and other third-party service providers or professionals; (iii) fees, costs and expenses of third parties incurred in connection with energy, sustainability and other similar programs and initiatives with respect to SP+ INFRA; (iv) valuation costs (including expenses incurred in connection with services performed by the valuation advisor or valuation agent), expenses of offering Units (including expenses associated with updating offering materials, expenses associated with printing such materials, expenses associated with subscriptions and redemptions, expenses associated with forming, marketing and branding SP+ INFRA, allocable expenses associated with forming, marketing and branding the SP+ (or other similar wealth) platform, and travel expenses related interest expensesto the ongoing offering of Units); any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. The Fund will also indirectly bear, as a result of its investment in the Master Fund, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest duev) under any credit facility. (c) The Fund shall bear its organizational expenses, and expenses relating to the offering administrative, governance, accounting, technology and/or technology related services and sale of Interests; provided that compliance-related matters and regulatory filings relating to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds Partnership’s activities or that invest directly or indirectly in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC.are otherwise necessary

Fund Expenses. (a) Except as set forth herein or in another agreement between the Fund and the General Partner, the General Partner shall bear all of its costs incurred in providing services to the Fund. (b) The Fund shall bear: its pro rata portion of will be responsible for, and pay (or reimburse the Manager for), all of expenses incurred by the Master Fund’s fees and expenses, as well as carried interest allocation in the Master Fund, (which will be borne through the Fund’s investment in the Master Fund“Fund Expenses”) including its pro rata portion of the advisory fee payable by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund and expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with potential investments or dispositions that are not consummated)paid or reimbursed by a third–party pursuant to the terms of an Investment including, without limitation: (i) Organizational Expenses; accounting(ii) Management Fees as specified in Section 8.2; (iii) all expenses incurred in connection with Fund operations, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest expenses (including, without limitation, non-investment related interest expenses); all expenses incurred with the purchase, holding, sale or proposed sale of any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. The Fund will also indirectly bearInvestments including, as a result of its investment in the Master Fundwithout limitation, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investmentall travel-related expenses and all third party out-of-pocket costs and expenses of custodians, paying agents, registrars, counsel, independent accountants, tax preparation, and others; (iv) legal, accounting, tax preparation and other expensesspecialized consulting or professional services including environmental, engineering, architectural, and other building trades and inspection services, due diligence costs, title fees, escrow fees, closing fees, and other expenses that the Manager would not normally be expected to render with its own professional staff; (v) all third-party costs incurred in connection with the preparation of or relating to reports made to the Members; (vi) all costs related to litigation involving the Fund, directly or indirectly, including, but not limited towithout limitation, non-investment attorneys' fees incurred in connection therewith; (vii) all costs related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying to the Fund. Capital calls from Limited Partners made 's indemnification obligations set forth in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations 11; (including, but not limited to, viii) the payment costs of any interest duelitigation, director and officer liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Fund; (ix) under any credit facility. (c) The Fund shall bear its organizational expenses, and all unreimbursed out-of-pocket expenses relating to transactions that are not consummated including legal, accounting and consulting fees and all extraordinary professional fees incurred in connection with the offering business or management of the Fund; (x) all expenses of liquidating the Fund; and sale (xi) any taxes, fees or other governmental charges levied against the Fund and all expenses incurred in connection with any tax audit, investigation, settlement or review of Intereststhe Fund. Fund Expenses do not include, and the Fund will not pay, costs associated with the Manager’s personnel, overhead and profit, except as such items may be included in the Management Fees; provided that provided, however, that, for administrative convenience, the Fund may lease certain employees from the Manager and, in such event, the Fund shall reimburse the Manager for all W-2 wages, deferred compensation and employee benefits paid to the employees leased by the Fund. To the extent such organizational and offering expenses when aggregated with those of that the Master Fund and other feeder funds that invest directly or indirectly in reimburses the Master Manager for W-2 wages paid to the employees leased by the Fund exceed $1,500,000(the “Fund Employee Expense”), the excess amount over $1,500,000 Fund (and not the Manager) shall be borne entitled to claim such W-2 wages for purposes of Section 1.99A-2(b)(2)(ii) where wages are paid by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLCa person other than an employee’s common law employer.

Fund Expenses. (a) Except as set forth herein The Fund assumes and shall pay or in another agreement between cause to be paid all other expenses of the Fund and the General Partnernot otherwise allocated in this Agreement, the General Partner shall bear all of its costs incurred in providing services to the Fund. (b) The Fund shall bear: its pro rata portion of all of the Master Fund’s fees and expenses, as well as carried interest allocation in the Master Fund, (which will be borne through the Fund’s investment in the Master Fund) including its pro rata portion of the advisory fee payable by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund and expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest expenses (including, without limitation, nonthird-party pricing servicing fees, organizational costs, taxes, expenses for legal and auditing services, the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, proxy solicitation material and notices to existing Shareholders, all expenses incurred in connection with issuing and redeeming Shares, the costs of pricing services, the costs of custodial services, the cost of initial and ongoing registration of the Shares under Federal and state securities laws, fees and out-of-pocket expenses of Directors who are not affiliated persons of the Administrator or the investment related interest adviser to the Fund or any affiliated corporation of the Administrator or the investment adviser, the costs of Directors' meetings, insurance, interest, brokerage costs, litigation and other extraordinary or nonrecurring expenses); any extraordinary expenses; , and such other expenses as may be approved from time all fees and charges of service providers to time by the BoardFund. The Fund will shall also indirectly bearreimburse the Administrator for its reasonable out-of-pocket expenses, as a result including all reasonable charges for SAS 70 audit charges and copying, postage, telephone, and fax charges incurred by the Administrator in the performance of its investment duties, provided, however, Administrator shall provide the Fund reasonable notice of its intention to recoup such expenses and provide the Fund a periodic accounting and justification of such expenses as requested by the Fund's Board of Directors. Notwithstanding the foregoing, under no circumstances shall Administrator be entitled to reimbursement for travel and lodging expenses incurred by its officers and employees in the Master Fund, its pro rata portion connection with attendance at meetings of the management fees Fund's Board of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facility. (c) The Fund shall bear its organizational expenses, and expenses relating to the offering and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC.Directors

Fund Expenses. (a) Except as set forth herein or in another agreement between the Fund and the General Partner, the General Partner shall bear all of its costs incurred in providing services to the Fund. (b) The Fund shall bear: its pro rata portion of all of the Master Fund’s fees and expenses, as well as carried interest allocation in the Master Fund, Fund (which will be borne through the Fund’s investment in the Master Fund) ), including its pro rata portion of the advisory fee payable by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC LLC, in its capacity as investment adviser to the Master Fund Fund, and expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds and any other investments by the Master Fund (including expense expenses associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner investment adviser and any custodian or other agent engaged by the Fund; interest expenses (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. The Fund will also indirectly bear, as a result of its investment in the Master Fund, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facility. (c) The Fund shall bear its organizational expenses, and expenses relating to the offering and sale of Interests; provided that Interests only to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly in the Master Fund exceed $1,500,000400,000. In addition, if such aggregated expenses exceed $1,000,000, the excess amount over $1,500,000 1,000,000 shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC.

Fund Expenses. (a) Except as set forth herein or in another agreement between BXINFRA shall bear and be charged with all costs and expenses of its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) fees, costs and expenses for and/or relating to attorneys (including compensation and benefits costs specifically charged, allocated or attributed by the General Partner and/or the Investment Manager or their affiliates to BXINFRA or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXINFRA or its Portfolio Entities on matters related to potential or actual Investments and transactions; provided, that any such compensation costs shall bear all not be greater than what would be paid to, or duplicative of its services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services), tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), consultants including ESG consultants, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals; (ii) fees, costs and expenses of third parties incurred in providing connection with energy, sustainability and ESG-related programs and initiatives with respect to the Partnership; (iii) valuation costs and expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with subscriptions and redemptions, and travel expenses relating to the ongoing offering of Units); (iv) expenses relating to ongoing administrative, governance and compliance services necessary for the operation of BXINFRA and its Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Form 10, 1934 Act reports, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXINFRA and its Portfolio Entities engages in activities and any related regulations, or the laws and/or regulations of jurisdictions in which BXINFRA engages in activities) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its affiliates relating to BXINFRA and its activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors, (y) expenses relating to FOIA requests and (z) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their affiliates in performing administrative and/or accounting services for BXINFRA or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, technology and/or technology-related services, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to the Fund.BXINFRA; provided, that any such expenses, fees, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services); (bv) The Fund brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars); (vi) the cost of borrowings, guarantees and other financing (including interest, fees, related legal expenses and arrangement expenses), bank fees, and expenses of loan servicers and other service providers; (vii) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the General Partner and/or Investment Manager or their affiliates for data-related services provided to the Portfolio Entities or BXINFRA (including in connection with prospective Investments); provided, that any such expenses, charges or related costs shall bear: its pro rata portion not be greater than what would be paid to an unaffiliated third party for substantially similar services; (viii) fees, costs and expenses related to the organization or maintenance of all any entity used to directly or indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating BXINFRA’s investment activities, including without limitation any travel and accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Master FundInvestment Manager or its affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith; (ix) expenses associated with BXINFRA’s compliance with applicable laws and regulations; (x) any taxes (other than those specifically allocable to holders of Units) and governmental charges levied against BXINFRA; fees and costs of obtaining non-U.S. tax receipts and all expenses incurred in connection with any tax audit, investigation, settlement or review of BXINFRA; (xi) expenses and fees of any third-party advisory committees, any independent representative of BXINFRA, and any annual meeting of BXINFRA; (xii) expenses associated with auditing, research, reporting, printing, publishing and technology and technology-related services, including, without limitation, news and quotation equipment and services and data collection, preparation of any periodic reports and related statements of BXINFRA (including notices, communications, financial statements and tax returns including any tax returns or filings required to be made by BXINFRA in any jurisdictions in which any Limited Partners are resident or established) in respect of BXINFRA and its activities; (xiii) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons; (xiv) technology-related expenses, as well as carried interest allocation including without limitation, costs and expenses of technology service providers and related software/hardware and market data and research utilized in the Master Fund, (which will be borne through the Fundconnection with BXINFRA’s investment and operational activities (including internal expenses, charges and / or related costs incurred, charged or specifically attributed or allocated by BXINFRA, the Investment Manager or its affiliates in connection with such provision of services thereby); (xv) expenses relating to the Master Fundmaintenance of any website, data room or communication medium used in relation to BXINFRA (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties); (xvi) including its pro rata portion expenses and any placement fees payable to a placement agent or financial intermediary in respect of the advisory fee payable subscription by Partners admitted through a placement agent or financial intermediary (to the Master Fund extent such fees or expenses are not borne by such Partners directly); (xvii) expenses for accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xviii) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposing of Investments (including, without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging and consulting and other similar costs and expenses in connection therewith, including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXINFRA directly or indirectly participates in Investments); (xix) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXINFRA or entities in which BXINFRA holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXINFRA, directors and officers, liability or other insurance (including title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC , in its capacity as investment adviser each case, to the Master Fund extent such costs, expenses and expenses amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (including financingxx) all fees, due diligencecosts and expenses, travel if any, incurred by or on behalf of BXINFRA in developing, negotiating and other costs) related to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with structuring prospective or potential investments or dispositions Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”); accountingand (xxi) organizational, audit offering and tax preparation fees and expenses; administrative operating expenses and fees; legal fees and expenses, custody and escrow fees and expenses; of the costs of any errors and omissions/directors and officers liability insurance Partnership or any fidelity bondFeeder Funds, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Funds, Parallel Funds and/or Intermediate Entities or their partners, as applicable; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and provided, that any custodian or other agent engaged by the Fund; interest such expenses (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other expenses as Fund Expenses) may be approved from time to time apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Funds, Parallel Funds and/or Intermediate Entities as determined by the Board. The Fund will also indirectly bear, as a result of General Partner in its investment in the Master Fund, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facilityreasonable discretion. (cb) The Fund shall bear its organizational expenses, and expenses Expenses relating to the offering Investments shall generally be allocated among BXINFRA and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Master Fund exceed $1,500,000, Investment (and in good faith in the excess amount over $1,500,000 shall be borne by ▇▇▇case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof). The General Partner ▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees that it shall use commercially reasonable efforts to cause any of the Partnership’s third-party co-investors that have agreed in writing to participate in a potential Investment Advisers LLCalongside the Partnership to bear their pro rata share of any Broken Deal Expenses. Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Funds, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. If the Partnership (or any Feeder Funds, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with the governing terms of such Other Blackstone Account shall be deemed payable by the Partnership (or any Feeder Funds, Parallel Funds or Intermediate Entities) pursuant to Section 4.1(a) (with respect to the Partnership’s (and/or any Feeder Funds’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Funds, Parallel Funds and/or Intermediate Entities) to borrow funds to pay Fund Expenses pursuant to Section 4.1(b). For the avoidance of doubt, the fees, costs and expenses of administrative services provided to the Partnership with respect to the Administration Fee will not be duplicated as Fund Expenses. (c) Any amounts paid by BXINFRA for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Fund Expense relating to such Investment.

Fund Expenses. The Fund shall pay all of the Fund’s pro rata share (acalculated in accordance with Sections 2.8 (Parallel Vehicles) Except as set forth herein or in another agreement between and 2.9 (Alternative Vehicles)) of the reasonable and properly incurred costs and expenses of the Fund other than General Partner Expenses (in each case, to the extent not reimbursed by a Portfolio Company), as follows (“Fund Expenses”): liquidation expenses of the Fund; sales, withholding, or other taxes, fees or similar government charges which may be assessed against the Fund; commissions, brokerage fees or similar charges incurred in connection with the purchase or sale of securities; costs and expenses of (i) hosting annual or special meetings of the General PartnerAdvisory Committee and any other expenses properly incurred by or on behalf of the Advisory Committee in accordance with Article 13 (Advisory Committee), and (ii) otherwise holding meetings or conferences with investors, expenses associated with meeting venue, meeting materials, meeting supplies (including any associated shipping costs), and any other out-of-pocket expense (except for the costs of entertainment, including speaker fees) incurred by the Fund, the General Partner shall bear all or the Fund Manager in connection with such conferences or meetings or preparation thereof; expenses associated with preparation of its costs incurred in providing services to the Fund. (b) The Fund shall bear: its pro rata portion of all of the Master Fund’s fees and expenses, as well as carried interest allocation in the Master Fund, (which will be borne through the Fund’s investment financial statements, tax returns and Internal Revenue Service Forms 1065, Schedule K-1s (or additional or similar tax-related schedules) and the Fund’s reports, including automated reports, to the Partners (including third party expenses incurred for specialized assistance in connection with preparing and delivering reports regarding the Master Fund to Limited Partners (individually or collectively) or responding to requests from any Limited Partner for additional information regarding the Fund) including its pro rata portion ); other tax accounting expenses of the advisory fee payable Fund (including but not limited to fees for tax preparation and expenses incurred to prepare tax forms, file tax forms, and prepare tax liability calculations on behalf of the Fund and its Partners); interest expense for Credit Facilities; fees, costs and expenses incurred in connection with the investigation, evaluation, diligence (including the costs of background checks and consultants providing specialized services not ordinarily provided by the Master General Partner or Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser Manager), acquisition, administration, holding, monitoring or disposition of Portfolio Investments or potential Portfolio Investments (including broken deal expenses to the Master Fund extent not borne by potential co-investors), including travel, meals and lodging/accommodations related thereto (but not including entertainment expenses or the costs of private air travel); all fees, costs and expenses (including financingattorneys’ fees) relating to litigation and threatened litigation, due diligenceinvestigation or other Proceeding involving the Fund or any Portfolio Investment, travel including indemnification expenses; fees, costs and expenses attributable to normal and extraordinary banking, investment banking, commercial banking (including but not limited to bank account fees, wire fees, facility fees and foreign exchange fees charged by any bank), accounting, auditing, appraisal, valuation, administration, consulting, legal (including but not limited to all fees and disbursements incurred for regular maintenance or to amend this Agreement, except as otherwise provided, fees and expenses incurred in connection with the negotiation and maintenance of Credit Facilities for the Fund and fees incurred for the review of the legal documents of Portfolio Investments), custodial, depositary, registration and other costs) related professional services provided to the acquisition, holding, monitoring and disposition of the Underlying Funds (including expense associated with potential investments or dispositions that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest reasonable premiums for liability insurance to protect the Fund and Covered Persons; costs associated with Parallel Vehicles, Alternative Vehicles, and Feeder Entities; expenses (including, without limitation, non-investment incurred or related interest expenses); any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. The Fund will also indirectly bear, as a result of its investment in the Master Fund, its pro rata portion audits of the management fees of the Underlying FundsFund conducted by regulatory bodies, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, including but not limited to, non-investment related interest expense to the cost of completing tax authority audits and fees incurred for assistance in responding to such audits; the Management Fee; and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest due) under any credit facility. (c) The Fund shall bear its organizational expenses, and expenses relating to the offering and sale of Interests; provided that Organizational Expenses to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly provided in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLCSection 2.5.3.

Fund Expenses. SP+ INFRA shall bear and be charged with all costs and expenses of its operations other than General Partner Expenses (athe “Fund Expenses”) Except as set forth herein or in another agreement between the Fund (and shall promptly reimburse the General Partner, the General Partner shall bear Investment Advisor or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) any taxes and governmental charges imposed on SP+ INFRA (subject to Section 10.6); costs of obtaining non-U.S. tax receipts and all of its costs expenses incurred in providing connection with any tax audit, investigation, settlement or review of SP+ INFRA; (ii) fees, costs and expenses for and/or relating to attorneys, accountants, auditors, administrative agents, paying agents, depositaries, advisors (including tax advisors and senior advisors), prime brokers, deal finders, fund administrators, consultants, custodians, investment bankers, operating partners and other third-party service providers or professionals; (iii) fees, costs and expenses of third parties incurred in connection with energy, sustainability and other similar programs and initiatives with respect to SP+ INFRA; (iv) valuation costs (including expenses incurred in connection with services to the Fund. (b) The Fund shall bear: its pro rata portion of all of the Master Fund’s fees and expenses, as well as carried interest allocation in the Master Fund, (which will be borne through the Fund’s investment in the Master Fund) including its pro rata portion of the advisory fee payable performed by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund and valuation advisor or valuation agent), expenses of offering Units (including financingexpenses associated with updating offering materials, due diligenceexpenses associated with printing such materials, expenses associated with subscriptions and redemptions, expenses associated with forming, marketing and branding SP+ INFRA, allocable expenses associated with forming, marketing and branding the SP+ (or other similar wealth) platform, and travel and other costs) expenses related to the acquisitionongoing offering of Units); (v) expenses relating to the administrative, holdinggovernance, monitoring accounting, technology and/or technology related services and disposition of compliance-related matters and regulatory filings relating to the Underlying Funds (including expense associated with potential investments Partnership’s activities or dispositions that are not consummated); accounting, audit otherwise necessary for the operation of SP+ INFRA and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest expenses its Portfolio Companies (including, without limitation, non-investment related interest expenses); any extraordinary expenses; and such other expenses as may be approved from time to time by the Board. The Fund will also indirectly bear, as a result of its investment in the Master Fund, its pro rata portion of the management fees of the Underlying Funds, as well as carried interest allocations in such Underlying Funds, investment-related expenses and other expenses, including, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged on behalf of each Underlying Fund. Capital calls from Limited Partners made in accordance with Section 7.2 hereof or distribution from Underlying Funds may be used to fulfill obligations (including, but not limited to, the payment of any interest duex) under any credit facility. (c) The Fund shall bear its organizational expenses, and expenses relating to the offering preparation and sale filing of Interests; provided that Form PF, Form ADV, Form 10, Exchange Act reports, reports to be filed with the extent such organizational U.S. Commodity Futures Trading Commission, reports, disclosures, filings and offering expenses when aggregated notifications prepared in connection with those the laws and/or regulations of jurisdictions in which SP+ INFRA and its Portfolio Companies engage in activities and any related regulations, or the laws and/or regulations of jurisdictions in which SP+ INFRA engages in activities) and/or any other regulatory filings, notices or disclosures of the Master Fund Investment Advisor and/or its Affiliates relating to SP+ INFRA and other feeder funds that invest directly or indirectly in its activities, compensation of the Master Fund exceed $1,500,000Independent Directors and preparing materials and coordinating materials of the Board of Directors, the excess amount over $1,500,000 shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC.and (y) expenses relating to FOIA requests;

Fund Expenses. (a) Except as set forth herein or in another agreement between BXHF shall bear and be charged with all costs and expenses of its operations other than General Partner Expenses (the “Fund Expenses”) (and shall promptly reimburse the General Partner, the Investment Manager or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities), including, without limitation: (i) fees, costs and expenses for and/or relating to attorneys (including compensation costs specifically charged, allocated or attributed by the General Partner and/or the Investment Manager or their Affiliates to BXHF or its Portfolio Entities with respect to in-house attorneys to provide transactional legal advice, tax planning and/or other related services to BXHF or its Portfolio Entities on matters related to potential or actual Investments and transactions); provided, that any such compensation costs shall bear all not be greater than what would be paid to, or duplicative of services provided by (as determined by the General Partner in good faith), an unaffiliated third party for substantially similar advice and/or services, tax advisors, accountants, auditors, administrative agents, paying agents, advisors (including senior advisors), appraisers, fund administrators, depositaries and custodians, investment bankers, prime brokers and other third-party service providers or professionals; (ii) valuation costs and expenses of offering Units (including expenses associated with updating the offering materials, expenses associated with printing such materials, expenses associated with subscriptions and redemptions, and travel expenses relating to the ongoing offering of Units); (iii) expenses relating to ongoing administrative, governance and compliance services necessary for the operation of BXHF and its costs Portfolio Entities (including, without limitation, (x) expenses relating to the preparation and filing of Form PF, Exchange Act filings, reports and notices to be filed with the U.S. Commodity Futures Trading Commission, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which BXHF engages in activities and any related regulations) and/or any other regulatory filings, notices or disclosures of the Investment Manager and/or its Affiliates relating to BXHF and their activities, compensation of the Independent Directors and preparing materials and coordinating meetings of the Board of Directors (including expenses related to participants attending such meetings), (y) expenses relating to FOIA requests and (z) compensation, overhead (including rent, office equipment and utilities) and other expenses incurred, charged or specifically attributed or allocated by the General Partner, the Investment Manager and/or their Affiliates in performing administrative and/or accounting services for BXHF or any Portfolio Entity (including but not limited to legal and compliance, finance, accounting, operations, technology and/or technology-related services to BXHF, investor relations, tax, valuation and internal audit personnel and other non-investment professionals that provide services to BXHF); (iv) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges and other investment costs, fees and expenses actually incurred in providing connection with making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any costs or expenses relating to currency conversion in the case of Investments denominated in a currency other than U.S. dollars); (v) the cost of borrowings, guarantees and other financing (including interest, credit facility fees, other fees, related legal expenses and arrangement expenses), bank fees and expenses of loan servicers and other service providers; (vi) expenses and fees (including compensation costs) charged or specifically attributed or allocated by the General Partner and/or Investment Manager or their Affiliates for data-related services provided to the Fund.Portfolio Entities or BXHF (including in connection with prospective Investments); (bvii) The Fund shall bear: its pro rata portion of all of the Master Fund’s fees and expensesfees, as well as carried interest allocation in the Master Fund, (which will be borne through the Fund’s investment in the Master Fund) including its pro rata portion of the advisory fee payable by the Master Fund to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLC in its capacity as investment adviser to the Master Fund costs and expenses (including financing, due diligence, travel and other costs) related to the acquisitionorganization or maintenance of any entity used to acquire, holdinghold, monitoring provide financing with respect to, or dispose of any one or more Investment(s) or otherwise facilitating BXHF’s investment activities, including without limitation any travel and disposition accommodation expenses related to such entity and the salary and benefits of any personnel (including personnel of the Underlying Funds Investment Manager or its Affiliates) reasonably necessary and/or advisable for the maintenance and operation of such entity, or other overhead expenses in connection therewith; (including expense viii) expenses associated with potential investments BXHF’s compliance with applicable laws and regulations; (ix) organizational, offering and operating expenses of the Partnership, Feeder Vehicles, Parallel Funds and/or Intermediate Entities to the extent not paid by such Feeder Vehicles, Parallel Funds and/or Intermediate Entities or dispositions their partners, as applicable; provided, that are not consummated); accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions between the General Partner and any custodian or other agent engaged by the Fund; interest such expenses (including, without limitation, any Fund Expenses) may be apportioned to, and borne solely by, the investors participating in such Partnership, Feeder Vehicles, Parallel Funds and/or Intermediate Entities, as applicable, or be allocated among the Partnership, Feeder Vehicles, Parallel Funds and/or Intermediate Entities as determined by the General Partner in its reasonable discretion; (x) any taxes (other than those specifically allocable to a Limited Partner) and governmental charges levied against BXHF; fees and costs of obtaining non-U.S. tax receipts and all expenses incurred in connection with any tax audit, investigation, settlement or review of BXHF; (xi) expenses and fees of any third-party advisory committees, any independent representative of BXHF, and any annual meeting of BXHF; (xii) expenses associated with auditing, preparation and delivery of internal control reports, research, reporting, printing, publishing, technology and technology-related services, including, without limitation, news and quotation equipment, aggregation fees and services and data collection, preparation of BXHF’s periodic reports and related statements (including notices, communications, financial statements and tax returns including any tax returns or filings required to be made by BXHF in any jurisdictions in which any Limited Partners are resident or established) in respect of BXHF and its activities; (xiii) costs, fees and/or expenses associated with responding to information requests from Limited Partners and other persons; (xiv) costs and expenses of technology service providers and related software/hardware and market data and research utilized in connection with BXHF’s investment and operational activities (including third-party trade surveillance and monitoring software and internal expenses, charges and / or related interest expensescosts incurred, charged or specifically attributed or allocated by BXHF, the Investment Manager or its Affiliates in connection with such provision of services thereby); ; (xv) expenses relating to the maintenance of any extraordinary expenses; website, data room or communication medium used in relation to BXHF (including for the hosting of constitutional documents or any other documents to be communicated to investors, prospective investors or third parties); (xvi) expenses and such other expenses as may be approved from time any placement fees payable to time by the Board. The Fund will also indirectly bear, as a result of its investment placement agent or financial intermediary in the Master Fund, its pro rata portion respect of the subscription by Partners admitted through a placement agent or financial intermediary (to the extent such fees or expenses are not borne by such Partners directly); (xvii) expenses for accounting and audit services (including valuation support services), account management fees services, corporate secretarial services, data management services, compliance with data privacy/protection policies and regulation, directorship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, asset/property management services, leasing services, transaction support services, transaction consulting services and other similar operational matters; (xviii) all fees, costs and expenses associated with the developing, negotiating, acquiring, trading, settling, holding, monitoring and disposing of the Underlying FundsInvestments (including, as well as carried interest allocations without limitation, any legal, tax, administrative, accounting, advisory, sourcing, brokerage, custody, hedging, consulting, proxy voting and securities class action processing expenses and other similar costs and expenses in such Underlying Fundsconnection therewith, investment-including travel and other similar costs and any costs and expenses in connection therewith, including travel and other related expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings (including with prospective portfolio companies or other similar companies) and any other costs and expenses associated with vehicles through which BXHF directly or indirectly participates in Investments); (xix) the costs and expenses of any investigation, litigation (including discovery requests), arbitration or settlement involving BXHF or entities in which BXHF holds an Investment or otherwise relating to such Investment and the amount of any judgments, fines, remediation or settlements paid in connection therewith and any other extraordinary expenses of BXHF, and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of BXHF, in each case, to the extent such costs, expenses and amounts relate to claims or matters that are otherwise entitled to indemnification under applicable law; (xx) directors and officers, liability or other insurance (including expenses for insurance acquired specifically for BXHF, and/or a portion of expenses related to any “umbrella” policies maintained by Blackstone and/or Blackstone’s multi-asset investing division); and (xxi) all fees, costs and expenses, includingif any, but not limited to, non-investment related interest expense and fees and disbursements of attorneys and accountants engaged incurred by or on behalf of each Underlying FundBXHF in developing, negotiating and structuring prospective or potential Investments that are not ultimately made or a proposed disposition that is not actually consummated, including without limitation any legal, tax, accounting, travel, advisory, consulting, printing and other related costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and commitment fees (collectively, “Broken Deal Expenses”). (b) Fund Expenses relating to Investments shall generally be allocated among BXHF and Other Blackstone Accounts (including Comparable Funds) pro rata based upon their relative investment size in the Investment (and in good faith in the case of Broken Deal Expenses and related expenses for unconsummated transactions based on their relative expected investment sizes thereof). Capital calls from Limited Partners made Fund Expenses may be paid out of any funds of the Partnership (or of any Feeder Vehicles, Parallel Funds and/or Intermediate Entities) in a manner reasonably determined by the General Partner. If the Partnership (or any Feeder Vehicles, Parallel Funds and/or Intermediate Entities) invests alongside or in an Other Blackstone Account, any expenses that are payable in accordance with the governing terms of such Other Blackstone Account shall be deemed payable by the Partnership (or any Feeder Vehicles, Parallel Funds or Intermediate Entities) pursuant to Section 7.2 hereof or distribution from Underlying 4.1(a) (with respect to the Partnership’s (and/or any Feeder Vehicles’, Parallel Funds’ and/or Intermediate Entities’) allocable portion of such expenses). The General Partner also may cause the Partnership (and/or any Feeder Vehicles, Parallel Funds may be used and/or Intermediate Entities) to fulfill obligations (including, but not limited toborrow funds to pay Fund Expenses pursuant to Section 4.1(b). For the avoidance of doubt, the payment fees, costs and expenses of any interest due) under any credit facilityadministrative services provided to the Partnership with respect to the Administration Fee will not be duplicated as Fund Expenses. (c) The Any amounts paid by BXHF for or resulting from any instrument or other arrangement designed to hedge or reduce one or more risks associated with an Investment shall be considered a Fund shall bear its organizational expenses, and expenses Expense relating to the offering and sale of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and other feeder funds that invest directly or indirectly in the Master Fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investment Advisers LLCInvestment.