Exhibit (a)(1)(iii)
Letter of Transmittal
Regarding Units in Stonepeak-Plus Infrastructure Fund LP
For Clients of J.P. Morgan Securities LLC
Tendered Pursuant to the Offer to Purchase
Dated August 4, 2025
The Offer and withdrawal rights will expire on August 29, 2025 and
this Letter of Transmittal must be received by
the Fund’s Transfer Agent, either by mail, email or by fax, by 11:59 p.m.,
Eastern Time, on August 29, 2025, unless the Offer is extended
Complete this Letter of Transmittal and follow the Transmittal
Instructions included herein
Dear Unitholders:
The undersigned hereby tenders to Stonepeak-Plus Infrastructure Fund LP, a private fund that is exempt from registration under Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”) and is organized as a Delaware limited partnership (the “Fund”), the limited partnership units in the Fund, either held directly or indirectly through Stonepeak-Plus Infrastructure Fund (TE) LP (the “Feeder Fund”), or portion thereof held by the undersigned, described and specified below, on the terms and conditions set forth in the Offer to Purchase dated August 4, 2025 (the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Offer to Purchase constitute the “Offer”). The Tender and this Letter of Transmittal are subject to all the terms and conditions set forth in the Offer to Purchase, including, but not limited to, the absolute right of the General Partner to reject any and all tenders determined by it, in its sole discretion and subject to the Amended and Restated Limited Partnership Agreement dated as of May 2, 2025, as amended (the “Limited Partnership Agreement”), not to be in the appropriate form.
The undersigned hereby sells to the Fund the limited partnership units in the Fund or portion thereof tendered hereby pursuant to the Offer.
The undersigned hereby warrants that the undersigned has full authority to sell the limited partnership units in the Fund or portion thereof tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by it. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer. The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the beneficial units of interest in the Fund or portions thereof tendered hereby.
A non-transferable, non-interest bearing promissory note for the purchase price will be issued to the undersigned if the Fund accepts for purchase the units tendered hereby. The undersigned acknowledges that SS&C GIDS, Inc., the Fund’s transfer agent, will hold the promissory note on behalf of the undersigned. The cash payment(s) of the purchase price for the limited partnership units in the Fund or portion thereof of the undersigned, as described in Section 6 “Purchases and Payment” of the Offer to Purchase, shall be wired to the account at your financial intermediary from which your subscription funds were debited.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 5 “Withdrawal Rights” of the Offer to Purchase, this tender is irrevocable.