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You are correct, 128 GB is the limit for SQL Server Standard Edition but you should read this KB -- [Memory configuration and sizing considerations in SQL Server 2012 and later versions][1]. At the very bottom it says: > Starting with SQL Server 2012, these memory limits are enforced only for the database cache (buffer pool). The rest of the caches in the SQL Server memory manager can use much more memory than is specified by these edition limits. For example, a SQL Server 2012 Express edition can use only a maximum size of 1.4 GB for its database cache. Other caches (such as the procedure cache, the metadata cache, and so on) can consume memory up to the size specified by the "max server memory" configuration. Plus read this article by Kendra Little -- [Did You Give SQL Server 2012 Standard Edition Enough Memory?][2] As far as BPE, it's not included into the limit of 128 GB. Here is a good reading about it -- [Buffer Pool Extension][3] Just keep in mind that BPE will hold only the clean pages. If your workload consists of a lot of dirty pages, you won't take any advantages of BPE. [1]: http://support2.microsoft.com/kb/2663912/en-us?sd=rss&spid=1044 [2]: http://www.brentozar.com/archive/2014/12/sql-server-2012-standard-edition-max-server-memory-mb/ [3]: https://msdn.microsoft.com/en-us/library/dn133176(v=sql.120).aspx