8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2023

KKR Infrastructure Conglomerate LLC

(Exact name of registrant as specified in its charter)

Delaware	000-56484	92-0477563
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

30 Hudson Yards, New York, NY	10001
(Address of principal executive offices)	(Zip Code)

(212) 750-8300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class Trading
Symbol(s) Name of each exchange
on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Management Agreement

On September 25, 2023, KKR Infrastructure Conglomerate LLC (the “Company”) entered into an Amended and Restated Management Agreement (the “A&R Management Agreement”) with KKR DAV Manager LLC (the “Manager”).

The amendment and restatement effects certain changes, including, among other things, the addition of the Company’s Class R-D Shares and Class R-S Shares.

The Manager is an indirect subsidiary of KKR & Co. Inc. and an affiliate of the Company.

The foregoing summary description of the A&R Management Agreement does not purport to be complete and is qualified in its entirety by reference to the A&R Management Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Dealer-Manager Agreement

On September 25, 2023, the Company entered into an Amended and Restated Dealer-Manager Agreement (the “A&R Dealer-Manager Agreement”) with KKR Capital Markets LLC (the “Dealer-Manager”) to account for the authorization of the Class R-S Shares (as described in Item 5.03 to this Current Report on Form 8-K).

Pursuant to the A&R Dealer-Manager Agreement, the Dealer-Manager will solicit sales of the Company’s shares authorized for issue in accordance with the Company’s confidential Private Placement Memorandum (the “PPM”) and will provide certain administrative and shareholder services to the Company, subject to the terms and conditions set forth in the A&R Dealer-Manager Agreement. The Dealer-Manager will receive certain front-end sales charges, distribution fees, servicing fees and certain other fees as described in the PPM.

The Dealer-Manager is an indirect subsidiary of KKR & Co. Inc. and an affiliate of the Company.

The foregoing summary description of the A&R Dealer-Manager Agreement does not purport to be complete and is qualified in its entirety by reference to the A&R Dealer-Manager Agreement, a copy of which is included as Exhibit 1.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

As of September 1, 2023, the Company issued and sold the following unregistered shares (the “Investor Shares”) of the Company (with the final number of shares being determined on September 22, 2023) to third party investors for cash:

Class	Number of Shares Sold(1)		Aggregate Consideration(1)
Class U Shares		6,209,544	$	163,763,185	(2)
Class R Shares		3,760,523	$	98,489,590
Class D Shares		1,145	$	30,000
Class I Shares		30,884	$	809,000

(1) Share and dollar amounts are rounded to the nearest whole number.

(2) Includes brokerage commissions of $1,253,205 in the aggregate.

The offer and sale of the Investor Shares were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Third Amended and Restated Limited Liability Company Agreement

On September 25, 2023, the Company executed its Third Amended and Restated Limited Liability Company Agreement (the “Third A&R LLCA”), which amended and restated the Company’s Second Amended and Restated Limited Liability Company Agreement, dated as of May 26, 2023.

The amendment and restatement effects certain changes, including, among other things, (i) the addition of Class R-S Shares (as described in further detail below) and the removal of the automatic conversion feature of the Class R-D Shares and (ii) the removal of the requirement for a distribution payment date to occur within 60 days of the related record date for such distribution.

Class R-S Shares

Class R-S Shares have equal rights and privileges with the Company’s Class S, Class D, Class U, Class I, Class R-D and Class R Shares, except that Class S and Class R-S Shares pay a sales load and dealer manager fee; Class S, Class R-S and Class U Shares pay a distribution fee; Class R and Class I Shares do not pay a servicing fee and Class U, Class R-D, Class R-S and Class R Shares pay a lower management fee rate.

Class R-S Shares are not entitled to nominate, remove or participate in the appointment of directors of the Company.

Each Class R-S Share held by a shareholder shall automatically and without any action on the part of the shareholder, the Company’s Board of Directors (the “Board”) or any other person thereof convert into a number of Class S Shares equal to the number of Class R-S Shares held by such shareholder multiplied by the Class R-S Conversion Rate (defined below) if the aggregate amount of shares held or subscribed for by holders of the Company’s shares in connection with a specific intermediary is less than $100 million after the 12-month period following June 1, 2023. “Class R-S Conversion Rate” means a fraction, the numerator of which is the net asset value (“NAV”) per share of Class R-S Shares and the denominator of which is the NAV per share of Class S Shares.

The foregoing summary description of the Third A&R LLCA does not purport to be complete and is qualified in its entirety by reference to the Third A&R LLCA, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 25, 2023, by a written consent, KKR Group Assets Holdings III L.P., the Company’s Class G Member and an indirect subsidiary of KKR & Co. Inc., approved the Third A&R LLCA described under Item 5.03 of this Current Report on Form 8-K.

Item 8.01 Other Events.

Share Repurchase Plan

On September 25, 2023, the Board adopted a revised Share Repurchase Plan to reflect the addition of Class R-S Shares as described above.

The foregoing summary description of the Share Repurchase Plan does not purport to be complete and is qualified in its entirety by reference to the Share Repurchase Plan, a copy of which is included as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
1.1	A&R Management Agreement
1.2	A&R Dealer-Manager Agreement
3.1	Third Amended and Restated Limited Liability Company Agreement
4.1	Share Repurchase Plan
104	Cover Page Interactive Data File, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KKR Infrastructure Conglomerate LLC
By:	/s/ Sung Bum Cho
Name:	Sung Bum Cho
Title:	General Counsel & Secretary

Date: September 28, 2023

EX-1.1

Exhibit 1.1

AMENDED AND RESTATED MANAGEMENT AGREEMENT

by and between

KKR Infrastructure Conglomerate LLC

and

KKR DAV Manager LLC

AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of September 25, 2023, by and between KKR Infrastructure Conglomerate LLC, a Delaware limited liability company, and KKR DAV Manager LLC, a Delaware limited liability company (the “Manager”).

WHEREAS, the Company was formed as a limited liability company and intends to elect to be treated as a partnership for U.S. federal income tax purposes pursuant to the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, the Company and the Manager entered into a Management Agreement, dated as of May 26, 2023 (the “Original Agreement”);

WHEREAS, the Company and the Manager desire to amend and restate the Original Agreement;

WHEREAS, the Company desires to retain the Manager to provide various management and other services with respect to the Company;

WHEREAS, the Manager is willing to furnish management and other services in the manner and on the terms hereinafter set forth; and

NOW THEREFORE, in consideration of the premises and agreements hereinafter set forth, the parties hereto hereby agree as follows:

Section 1. Definitions.

(a) The following terms shall have the meanings set forth in this Section 1(a):

“Affiliate” means with respect to a Person (i) any Person directly or indirectly controlling, controlled by, or under common control with such other Person, (ii) any executive officer, employee or general partner of such Person, (iii) any member of the board of directors or board of managers (or bodies performing similar functions) of such Person, and (iv) any legal entity for which such Person acts as an executive officer or general partner; provided, that, it is acknowledged and agreed that (x) KKR and any KKR Vehicles are Affiliates of the Manager and (y) portfolio entities of any KKR Vehicles shall not be deemed Affiliates of the Manager, except in the case of Section 2(e), Section 3(a) and Section 3(d).

“Agreement” means this Amended and Restated Management Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Allocation Policy” means the allocation policy and procedures of the Manager and/or its Affiliates, in effect from time to time, with respect to the allocation of opportunities among the Company and one or more KKR Vehicles (as the same may be amended, updated or revised from time to time).

“Asset Leasing Fees” has the meaning set forth in the Company’s Governing Agreements.

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“Board” means the board of directors of the Company.

“Break-Up Fees” has the meaning set forth in the Company’s Governing Agreements.

“Broken Deal Expenses” has the meaning set forth in the Company’s Governing Agreements.

“Business Day” means any day except a Saturday, a Sunday or a day on which banking institutions in New York, New York are not required to be open.

“Cause Event” means (i) a final judgment by any court or governmental body of competent jurisdiction not stayed or vacated within thirty (30) days that the Manager, its agents or its assignees has committed a felony or a material violation of applicable securities laws that has a material adverse effect on the business of the Company or the ability of the Manager to perform its duties under the terms of this Agreement, (ii) an order for relief in an involuntary bankruptcy case relating to the Manager or the Manager authorizing or filing a voluntary bankruptcy petition, (iii) the dissolution of the Manager, or (iv) a determination that the Manager has (a) committed actual fraud against the Company, (b) misappropriated or embezzled funds of the Company, or (c) acted, or failed to act, in a manner constituting bad faith, willful misconduct, gross negligence or reckless disregard in the performance of its duties under this Agreement; provided, however, that if any of the actions or omissions described in this clause (iv) are caused by an employee and/or officer of the Manager or one of its Affiliates and the Manager takes all necessary action against such Person and cures the damage caused by such actions or omissions within thirty (30) days of such determination, then such event shall not constitute a Cause Event.

“Capstone Fees” has the meaning set forth in the Company’s Governing Agreements.

“Claim” has the meaning set forth in Section 8(c) hereof.

“Class” has the meaning set forth in the Company’s Governing Agreements.

“Class F Shares” has the meaning set forth in the Company’s Governing Agreements.

“Code” has the meaning set forth in the Recitals.

“Company” means KKR Infrastructure Conglomerate LLC, a Delaware limited liability company, and, where the context requires, its Subsidiaries and Affiliates.

“Company Expenses” has the meaning set forth in the Company’s Governing Agreements.

“Company Indemnified Party” has meaning set forth in Section 8(b) hereof.

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“Conduct Policies” has the meaning set forth in Section 2(m) hereof.

“Confidential Information” means all confidential, proprietary or non-public information of, or concerning the performance, terms, business, operations, activities, personnel, training, finances, actual or potential acquisitions, plans, compensation, clients or investors of the Company or its respective Subsidiaries, written or oral, obtained by the Manager in connection with the services rendered hereunder; provided that Confidential Information shall not, include information which (v) is in the public domain at the time it is received by the Manager, (w) becomes public other than by reason of a disclosure by the Manager in breach of this Agreement, (x) was already in the possession of the Manager (as demonstrated by the Manager’s written records) lawfully and on a non-confidential basis prior to the time it was received by the Manager from the Company or its Affiliates, (y) was obtained by the Manager from a third party which, to the best of such Manager’s knowledge, was not disclosed in breach of an obligation of such third party not to disclose such information, or (z) was developed independently by the Manager without using or referring to any of the Confidential Information.

“Early Repurchase Fee” has the meaning set forth in the Company’s Governing Agreements.

“Effective Date” means May 26, 2023.

“Effective Termination Date” has the meaning set forth in Section 10(b) hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto.

“Executive Committee” means the Executive Committee of the Company as set forth in the Company’s Governing Agreements.

“GAAP” means generally accepted accounting principles in effect in the United States on the date such principles are applied.

“Governing Agreements” means, with regard to any entity, the articles of incorporation or certificate of incorporation and bylaws in the case of a corporation, the certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the certificate of formation and limited liability company agreement in the case of a limited liability company, the trust instrument in the case of a trust, or similar governing documents in each case as amended from time to time.

“Indemnified Party” has the meaning set forth in Section 8(b) hereof.

“Independent Director” means, a member of the Board who is “independent” in accordance with the Company’s Governing Agreements.

“Infrastructure Assets” has the meaning set forth in the Company’s Governing Agreements.

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“Initial Offering” means the acceptance of the initial subscription for Shares of the Company by Persons that are not Affiliates of the Manager.

“Investment Advisers Act” means the U.S. Investment Advisers Act of 1940, as amended.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

“Investor Shares” means Class D Shares, Class I Shares, Class R-D Shares, Class R-S Shares, Class R Shares, Class S Shares and Class U Shares of the Company, as set forth in the Company’s Governing Agreements.

“KKR” means, collectively, Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership, and any Affiliate thereof.

“KKR Shares” has the meaning set forth in the Company’s Governing Agreements.

“KKR Vehicles” has the meaning set forth in the Company’s Governing Agreements.

“Loan Servicing Fees” has the meaning set forth in the Company’s Governing Agreements.

“Management Fee” means the management fee, without duplication, payable monthly in arrears with respect to each calendar month commencing with the month in which the Effective Date occurs, in an amount equal to:

(i) 1.25% per annum of the Net Asset Value attributable to Class D Shares, Class I Shares and Class S Shares;

(ii) for Class R-D Shares, Class R-S Shares, Class R Shares and Class U Shares,

(x) 1.00% per annum of the Net Asset Value attributable to each of Class R-D Shares, Class R-S Shares, Class R Shares and Class U Shares for the 60-month period following the Initial Offering, subject to Section 6(g) hereof;

(y) 1.25% per annum of the Net Asset Value attributable to Class R-D Shares, Class R-S Shares, Class R Shares and Class U Shares after the 60-month period following the Initial Offering;

each before giving effect to any accruals for the Management Fee, the Servicing Fee, the Performance Participation Allocation, redemptions for that month, any distributions and without taking into account any taxes (whether paid, payable or otherwise) of any intermediate entity through which the Company indirectly holds interests in an Infrastructure Asset, as determined in the good faith judgment of the Manager. The Management Fee shall be pro rated for partial periods, to the extent necessary, as described more fully elsewhere herein.

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“Manager” has the meaning set forth in the Recitals.

“Manager Expenses” has the meaning set forth in Section 7(a) hereof.

“Manager Indemnified Party” has the meaning set forth in Section 8(a) hereof.

“Manager Permitted Disclosure Parties” has the meaning set forth in Section 5 hereof.

“Monitoring Fees” has the meaning set forth in the Company’s Governing Agreements.

“Net Asset Value” means the net asset value of the assets attributable to the Company or a Class, as the case may be, determined in accordance with the Company’s Governing Agreements.

“Original Agreement” has the meaning set forth in the Recitals.

“Other Fees” means Break-Up Fees, Monitoring Fees and Transaction Fees, in each case net of applicable withholding taxes, VAT or similar taxes and costs related to currency conversion, if any.

“Performance Participation Allocation” has the meaning set forth in the Company’s Governing Agreements.

“Person” means any natural person, corporation, partnership, association, limited liability company, estate, trust, joint venture, any federal, state, county or municipal government or any bureau, department or agency thereof or any other legal entity and any fiduciary acting in such capacity on behalf of the foregoing.

“Regulated Broker Dealer Fees” has the meaning set forth in the Company’s Governing Agreements.

“Regulation FD” means Regulation FD as promulgated by the SEC.

“Repurchase Arrangement” has the meaning set forth in the Company’s Governing Agreements.

“Repurchase Committee” has the meaning set forth in the Company’s Governing Agreements.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

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“Service Costs” has the meaning set forth in the Company’s Governing Agreements.

“Servicing Fee” has the meaning set forth in the Company’s Governing Agreements.

“Shares” has the meaning set forth in the Company’s Governing Agreements.

“Share Repurchase Plan” means the share repurchase plan of the Company, as amended, modified, revised or restated from time to time.

“Subsidiary” means a corporation, limited liability company, partnership, joint venture or other entity or organization of which: (a) the Company or any other subsidiary of the Company is a general partner or managing member, or (b) voting power to elect a majority of the board of directors, trustees or other Persons performing similar functions with respect to such entity or organization is held by the Company or by any one or more of the Company’s subsidiaries. For the avoidance of doubt, each of K-INFRA Holdings I LLC and K-INFRA Holdings II LLC, is a Subsidiary.

“Tender Offer” means the Company’s discretionary tender offer pursuant to Rule 13e-4 under the Exchange Act.

“Termination Fee” means a termination fee equal to three (3) times the sum of (i) the average annual Management Fee earned by the Manager and (ii) the average annual Performance Participation Allocation ( as defined in the Company’s Governing Agreements) received by KKR during the twenty four (24)-month period immediately preceding the most recently completed calendar quarter prior to the Effective Termination Date.

“Termination Notice” has the meaning set forth in Section 10(b) hereof.

“Termination Without Cause” has the meaning set forth in Section 10(b) hereof.

“Transaction Fee” has the meaning set forth in the Company’s Governing Agreements.

(b) As used herein, accounting terms relating to the Company and its Subsidiaries, if any, not defined in Section 1(a) and accounting terms partly defined in Section 1(a), to the extent not defined, shall have the respective meanings given to them under GAAP. As used herein, “calendar quarters” shall mean the period from January 1 to March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31 of the applicable year.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.

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(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The words include, includes and including shall be deemed to be followed by the phrase “without limitation.”

Section 2. Appointment and Duties of the Manager.

(a) The Company hereby appoints the Manager to manage the day-to-day business and affairs of the Company and its Subsidiaries, subject at all times to the further terms and conditions set forth in this Agreement, to the directions of the Executive Committee and to the supervision of the Board. Except as otherwise provided in this Agreement, the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein, provided that the Company reimburses the Manager for costs and expenses in accordance with Section 7 hereof. The appointment of the Manager shall be exclusive to the Manager, except to the extent that the Manager elects, in its sole and absolute discretion, subject to the terms of this Agreement, to cause the duties of the Manager as set forth herein to be provided by third parties and/or its Affiliates.

(b) The Manager, in its capacity as manager of the business and affairs of the Company, at all times will be subject to the direction of the Executive Committee and the supervision of the Board and will have only such functions and authority as the Board may delegate to it, including, without limitation, managing the Company’s activities and business affairs in conformity with the Company’s business objectives and other policies that are approved and monitored by the Board and/or the Executive Committee.

(c) Subject to the oversight of the Board and the terms and conditions of this Agreement, the Manager will have plenary authority with respect to the management of the business and affairs of the Company and will be responsible for the day-to-day management of the Company; provided, however, that decisions with respect to Infrastructure Assets shall require approval by the Executive Committee. The Manager will perform (or cause to be performed through one or more of its Affiliates or Subsidiaries) such services and activities relating to the business and affairs of the Company as may be appropriate or otherwise mutually agreed from time to time, which may include, without limitation:

(i) originating, recommending opportunities to form, acquiring, structuring, coordinating and assisting with managing operations of any joint venture or Infrastructure Assets held by the Company and conducting all matters with the joint venture partners consistent with the business objectives and strategies of the Company (including, for the avoidance of doubt, the power to structure joint ventures that provide that any controlling interest of the Company shall be forfeited upon termination of this Agreement);

(ii) serving as an advisor to the Company with respect to the establishment and periodic review of the Company’s business objectives, financing activities and operations, any modifications to which will be approved by a majority of the Board;

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(iii) identifying, investigating, analyzing, and selecting possible acquisition opportunities and originating, negotiating, acquiring, consummating, documenting, monitoring, evaluating, financing, retaining, identifying potential acquirers, investigating potential dispositions, selling, negotiating for prepayment, restructuring, refinancing, hypothecating, pledging or otherwise disposing of Infrastructure Assets and other interests consistent in all material respects with the Company’s business objectives;

(iv) with respect to prospective purchases, sales, exchanges or other dispositions, conducting negotiations on the Company’s behalf with sellers, purchasers, and other counterparties and, if applicable, their respective agents, advisors and representatives;

(v) negotiating and entering into, on the Company’s behalf, repurchase agreements, interest rate or currency swap agreements, hedging arrangements, financing arrangements (including bank loans, institutional sources of financing and/or one or more credit facilities), foreign exchange transactions, derivative transactions, and other agreements and instruments required or appropriate in connection with the Company’s activities;

(vi) engaging and supervising, on the Company’s behalf and at the Company’s expense, independent contractors, advisors, consultants, attorneys, accountants, auditors, administrators, and other service providers (which may include Affiliates of the Manager) that provide various services with respect to the Company, including, without limitation, investment banking, securities brokerage, consulting services, credit analysis, risk management services, asset management services, loan servicing, other financial, legal or accounting services, due diligence services, underwriting review services, and all other services (including transfer agent and registrar services) as may be required relating to the Company’s activities or acquisitions (or potential acquisitions);

(vii) providing executive and administrative personnel, office space and office services for the Company and as required in rendering services to the Company;

(viii) administering the day-to-day operations and performing and supervising the performance of such other administrative functions necessary to the Company’s management as may be agreed upon by the Manager and the Board, including, without limitation, the collection of revenues and the payment of the Company’s debts and obligations and maintenance of appropriate computer services to perform such administrative functions;

(ix) communicating on the Company’s behalf with the holders of any of the Company’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders;

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(x) advising the Company in connection with policy decisions to be made by the Board or the Executive Committee;

(xi) engaging one or more sub-managers with respect to the management of the Company, including, where appropriate, Affiliates of the Manager;

(xii) evaluating and recommending to the Executive Committee hedging strategies and engaging in hedging activities on the Company’s behalf, consistent with the Company’s business objectives;

(xiii) advising the Company regarding the maintenance of the Company’s exclusion from the definition of investment company under the Investment Company Act, monitoring compliance with the requirements for maintaining such exclusion and using commercially reasonable efforts to cause the Company to maintain such exclusion from the definition of an investment company under the Investment Company Act;

(xiv) furnishing reports to the Company regarding the Company’s activities and services performed for the Company by the Manager and its Affiliates;

(xv) monitoring the operating performance of the Company’s Infrastructure Assets and providing periodic reports with respect thereto to the Board and the Executive Committee, including comparative information with respect to such operating performance and budgeted or projected operating results and providing advice regarding the management of joint ventures and Infrastructure Assets;

(xvi) deploying any moneys and securities of the Company (including holding short-term interests pending deployment in other Infrastructure Assets, payment of fees, costs and expenses, or payments of dividends or distributions to the Company’s shareholders and partners) and advising the Company as to the Company’s capital structure and capital raising;

(xvii) causing the Company to retain a qualified independent public accounting firm and legal counsel, as applicable, to assist in developing appropriate accounting procedures and systems, internal controls and other compliance procedures and systems with respect to financial reporting obligations and to conduct periodic compliance reviews with respect thereto;

(xviii) assisting the Company in qualifying to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;

(xix) assisting the Company in complying with all regulatory requirements applicable to the Company in respect of the Company’s business activities, including (1) preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Exchange Act or the Securities Act and (2) facilitating compliance with the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010;

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(xx) assisting the Company in taking all necessary actions to enable the Company to make required tax filings and reports;

(xxi) placing, or arranging for the placement of, all orders pursuant to the Manager’s acquisition determinations for the Company either directly with the issuer or with a broker or dealer (including any affiliated broker or dealer), and selecting the markets in which such orders shall be executed;

(xxii) handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to which the Company may be subject arising out of the Company’s day-to-day activities (other than with the Manager or its Affiliates), subject to such reasonable limitations or parameters as may be imposed from time to time by the Board or the Executive Committee;

(xxiii) using commercially reasonable efforts to cause expenses incurred by the Company or on the Company’s behalf to be commercially reasonable or commercially customary and within any budgeted parameters or expense guidelines set by the Board or the Executive Committee from time to time;

(xxiv) advising the Company with respect to and structuring long-term financing vehicles for the Company’s portfolio of assets, and offering and selling securities publicly or privately in connection with any such structured financing;

(xxv) serving as the Company’s advisor with respect to decisions regarding any of the Company’s financings, hedging activities or borrowings undertaken by the Company, including (1) assisting the Company in developing criteria for debt and equity financing that is specifically tailored to the Company’s business objectives, and (2) advising the Company with respect to obtaining appropriate financing for the Company’s assets (which, in accordance with applicable law and the terms and conditions of this Agreement and the Company’s Governing Agreements may include financing by the Manager or its Affiliates);

(xxvi) providing the Company with portfolio management and other related services;

(xxvii) arranging marketing materials and other related documentation, advertising, industry group activities (such as conference participations and industry organization memberships) and other promotional efforts designed to promote the Company’s business;

(xxviii) making recommendations to the Company’s Repurchase Committee and/or the Board, as applicable, with respect to repurchases under the Company’s Share Repurchase Plan or Tender Offers; and

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(xxix) performing such other services from time to time in connection with the management of the business and affairs of the Company and its activities as the Board or the Executive Committee shall reasonably request and/or the Manager shall deem appropriate under the particular circumstances.

(d) The Manager may retain, for and on behalf, and at the sole cost and expense, of the Company, such services of the Persons and firms as the Manager deems necessary or advisable in connection with the management and operations of the Company, which may include Affiliates of the Manager; provided that any such services may be provided by Affiliates only to the extent (i) such services are on arm’s length terms and competitive market rates in relation to terms that are then customary for agreements regarding the provision of such services to companies that have assets similar in type, quality and value to the assets of the Company and its Subsidiaries, (ii) the specific type of transaction is expressly provided for under this Agreement or the Company’s Governing Agreements (including the payment of Management Fees, Monitoring Fees, Transaction Fees, Regulated Broker Dealer Fees, Loan Servicing Fees, Service Costs, Asset Leasing Fees, Capstone Fees and Break-Up Fees) or (iii) such services are approved by a majority of the Independent Directors. In performing its duties under this Section 2, the Manager shall be entitled to rely reasonably on qualified experts and professionals (including, without limitation, accountants, legal counsel and other professional service providers) hired by the Manager at the Company’s sole cost and expense. The Manager shall keep the Board and the Executive Committee reasonably informed on a periodic basis as to any services provided by Affiliates of the Manager.

(e) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) would adversely and materially affect the Company’s and its Subsidiaries’ status as entities excluded from investment company status under the Investment Company Act or (ii) would materially violate the Conduct Policies, any law, rule or regulation of any governmental body or agency having jurisdiction over the Company and its Subsidiaries or that would otherwise not be permitted by the applicable Governing Agreements. If the Manager is ordered to take any action by the Executive Committee, the Manager shall seek to promptly notify the Executive Committee if it is the Manager’s reasonable judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or Governing Agreements. Notwithstanding the foregoing, neither the Manager nor any of its Affiliates shall be liable to the Company, the Board, the Executive Committee or the Company’s shareholders for any act or omission by the Manager or any of its Affiliates, except as provided in Section 8 of this Agreement.

(f) The Company (including the Board and the Executive Committee) agrees to take all actions reasonably required to permit and enable the Manager to carry out its duties and obligations under this Agreement, including, without limitation, all steps reasonably necessary to allow the Manager to make any filing required to be made under the Securities Act, Exchange Act, Code, or other applicable law, rule or regulation on behalf of the Company in a timely manner. The Company further agrees to use commercially reasonable efforts to make available to the Manager all resources, information and materials reasonably requested by the Manager to enable the Manager to satisfy its obligations hereunder, including its obligations to deliver financial statements and any other information or reports with respect to the Company.

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(g) As frequently as the Manager may deem reasonably necessary or advisable, or at the direction of the Board or the Executive Committee, the Manager shall prepare, or, at the sole cost and expense of the Company, cause to be prepared, (i) reports and other information on the Company’s operations and (ii) other information relating to any proposed or consummated acquisition as may be reasonably requested by the Company.

(h) The Manager shall prepare, or, at the sole cost and expense of the Company, cause to be prepared, all periodic reports and financial statements with respect to the Company reasonably required by the Board or the Executive Committee in order for the Company to comply with its Governing Agreements, or any other materials required to be filed with any governmental body or agency, including but not limited to the SEC, and shall prepare, or, at the sole cost and expense of the Company, cause to be prepared, all materials and data necessary to complete such reports and other materials, including, without limitation, an annual audit of the Company’s books of account by a nationally recognized independent accounting firm.

(i) The Manager shall prepare, or, at the sole cost and expense to the Company, cause to be prepared, regular reports for the Board or the Executive Committee to enable the Board or the Executive Committee to review the Company’s acquisitions, portfolio composition and characteristics, performance, asset performance and consistency with the Company’s business objectives, and policies approved by the Board.

(j) Officers, employees and agents of the Manager and its Affiliates may serve as directors, officers, employees, agents, nominees or signatories for the Company or any of its Subsidiaries, to the extent permitted by their Governing Agreements. When executing documents or otherwise acting in such capacities for the Company or any of its Subsidiaries, such Persons shall indicate in what capacity they are executing on behalf of the Company or any of its Subsidiaries. Without limiting the foregoing, while this Agreement is in effect, the Manager will provide the Company with a management team along with appropriate support personnel, to provide the management services to be provided by the Manager to the Company hereunder, who shall devote such of their time to the management of the Company as necessary and appropriate, commensurate with the level of activity of the Company from time to time.

(k) At all times during the term of this Agreement, the Manager, shall maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and the Subsidiaries.

(l) The Manager may provide, or at the sole cost and expense of the Company, shall cause to be provided, such internal audit, compliance, legal, finance and control services as may be required for the Company to comply with applicable law (including the Securities Act, Investment Advisers Act and Exchange Act), regulation (including SEC regulations) and the rules and requirements of a national securities exchange and as otherwise reasonably requested by the Company or the Board or the Executive Committee from time to time.

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(m) The Manager agrees to be bound by the Company’s code of ethics and other compliance and governance policies and procedures required under the Exchange Act or the Securities Act, if any (collectively, the “Conduct Policies”), and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, and employees, and any officers or employees of its Affiliates acting on behalf of the Manager who are involved in the business and affairs of the Company, to be bound by the Conduct Policies to the extent applicable to such Persons.

Section 3. Additional Activities of the Manager; Allocation of Opportunities; Non-Solicitation; Restrictions.

(a) Nothing in this Agreement shall (i) prevent the Manager or any of its Affiliates, or any of its or their officers, directors or employees, from engaging in other businesses or from rendering services of any kind to any other Person or entity, whether or not the business objectives or policies of any such other Person or entity are similar to those of the Company, including, without limitation, the sponsoring, closing and/or managing of any KKR Vehicles that employ business objectives or strategies that overlap, in whole or in part, with the business objectives of the Company, (ii) in any way bind or restrict the Manager or any of its Affiliates, or any of its or their officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Manager or any of its Affiliates, or any of its or their officers, directors or employees may be acting, or (iii) prevent the Manager or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 3(a) which shall be for the Manager’s (and/or its Affiliates’) sole benefit. While information and recommendations supplied to the Company shall, in the Manager’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the business objectives and policies of the Company, they may be different in certain material respects from the information and recommendations supplied by the Manager or any Affiliate of the Manager to others (including, for greater certainty, the KKR Vehicles and their investors, including KKR Vehicles in which the Manager or its Affiliates may have a beneficial interest, as described more fully in Section 3(b)). The Manager and the Company acknowledge and agree that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Manager sponsor, advise and/or manage one or more KKR Vehicles and may in the future sponsor, advise and/or manage additional KKR Vehicles, (ii) the Manager will allocate opportunities that overlap with the business objectives of the Company and such KKR Vehicles in accordance with the Allocation Policy and (iii) nothing in this Agreement shall prevent the Company from forming, acquiring, selling assets to or merging with any joint ventures with KKR Vehicles or purchasing assets from, selling assets, merging with or arranging financing from or providing financing to KKR Vehicles.

(b) In connection with the services of the Manager hereunder, the Company and the Board acknowledge and/or agree that (i) as part of KKR’s regular businesses, personnel of the Manager and its Affiliates will work on other projects and matters (including with respect to one or more KKR Vehicles), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more KKR Vehicles and/or the Manager and such other Affiliates, (ii) there will be circumstances where acquisitions that are consistent with the Company’s business objectives will be shared with, or may be allocated to, one or more KKR Vehicles (in lieu of the Company) in accordance with the Allocation Policy, (iii) KKR Vehicles will acquire, from time-to-time, holdings that the Company may also acquire (including at a different level of an issuer’s capital structure (e.g., an acquisition by a KKR Vehicle of a debt instrument of the same portfolio entity in which the Company owns an equity interest or vice versa)

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or in a different tranche of fundraising with respect to an issuer in which the Company has an interest) and while KKR will seek to resolve any such conflicts in a fair and equitable manner in accordance with the Allocation Policy and its prevailing policies and procedures with respect to conflicts resolution among the Company and KKR Vehicles generally, such transactions shall not be required to be presented to the Board for approval, and there can be no assurance that any such conflicts will be resolved in favor of the Company, (iv) the Manager and its Affiliates will from time-to-time receive Monitoring Fees, Transaction Fees, Regulated Broker Dealer Fees, Loan Servicing Fees, Service Costs, Asset Leasing Fees, and Capstone Fees, and while such fees give rise to conflicts of interest, the Company will not receive a Management Fee offset with respect to such fees except as expressly provided for herein, and (v) the terms and conditions of the Governing Agreements of KKR Vehicles (including with respect to the economic, reporting, and other rights afforded to investors in such KKR Vehicles) are materially different from the terms and conditions applicable to the Company and its shareholders, and neither the Company nor any such shareholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such KKR Vehicles as a result of an investment in the Company or otherwise. The Manager shall keep the Board and the Executive Committee reasonably informed on a periodic basis in connection with the foregoing.

(c) Where acquisitions that are consistent with the Company’s business objectives are shared with one or more KKR Vehicles, the Manager may, but is not obligated to, aggregate sales and purchase orders of the Company with similar orders being made simultaneously for such KKR Vehicles, if in the Manager’s judgment, such aggregation is likely to result generally in an overall economic benefit to the Company. The determination of such economic benefit to the Company by the Manager is subjective and represents the Manager’s evaluation that the Company is benefited by relatively better purchase or sales prices, lower commission expenses, increased access to opportunities, beneficial timing of transactions or a combination of these and other factors.

(d) Subject to Section 3(b), the Board may periodically review the Company’s business objectives and the Company’s Infrastructure Assets when and as determined in its discretion, but will not review each proposed Infrastructure Asset acquisition or other interest acquired by the Company; provided, that the Company shall not consummate any transaction that involves (i) the sale of any Infrastructure Asset to or (ii) the acquisition of any Infrastructure Asset from, KKR, any KKR Vehicle or any of their respective Affiliates unless such transaction (A) is on terms no less favorable to the Company than could have been obtained on an arm’s length basis from an unrelated third party and (B) has been approved in advance by (x) Executive Committee and (y) a majority of the Independent Directors. In connection with the foregoing, it is understood and/or agreed that while conflicts of interest will arise from time-to-time in connection with the activities of the Company, KKR and the KKR Vehicles (including as more fully described in Section 3(b) above) and that the Manager will seek to resolve any such conflicts of interest in a fair and equitable manner in accordance with the Allocation Policy and its prevailing policies and procedures with respect to conflicts resolution among KKR Vehicles generally, only those transactions set forth above shall be required to be presented for approval by the Independent Directors; provided, that the foregoing shall not limit the ability of the Manager, in its discretion, to present additional matters involving the Company to the Independent Directors from time-to-time for review, advice and/or approval to the extent the Manager reasonably determines that doing so is appropriate under the circumstances (including, without limitation, as a result of a

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determination that such matters give rise to material conflicts of interest that are appropriate to be reviewed and/or approved by the Independent Directors); provided, further, that if (x) the majority of the Independent Directors approve any matter or transaction presented for their approval despite a conflict of interest after the Manager has disclosed all material facts relating to such conflict of interest or (y) the Manager acts in a manner, or pursuant to standards or procedures, approved by a majority of the Independent Directors with respect to such conflicts of interest that arise or may arise from time to time, then the Manager shall not have any liability to the Company or any shareholder by reason of such conflict of interest for actions in respect of such matter taken in good faith by any of them, including actions in the pursuit of their own interests.

(e) In the event of a Termination Without Cause of this Agreement by the Company pursuant to Section 10(b) hereof, for two (2) years after such termination of this Agreement, the Company shall not, without the consent of the Manager, employ or otherwise retain any employee of the Manager or any of its Affiliates or any person who has been employed by the Manager or any of its Affiliates at any time within the two (2) year period immediately preceding the date on which such Person commences employment with or is otherwise retained by the Company. The Company acknowledges and agrees that, in addition to any damages, the Manager may be entitled to equitable relief for any violation of this Section 3(e) by the Company, including, without limitation, injunctive relief.

(f) At the reasonable request of the Board or the Executive Committee, the Manager shall review the Allocation Policy with the Board or the Executive Committee and respond to reasonable questions regarding the Allocation Policy as it relates to services under the Agreement. The Manager shall promptly provide the Board or the Executive Committee with a description of any material amendments, updates and revisions to the Allocation Policy.

Section 4. Bank Accounts. At the direction of the Board or the Executive Committee, the Manager may establish and maintain, as agent on behalf of the Company, one or more bank accounts with a “qualified custodian” in the name of the Company or any Subsidiary in accordance with applicable law, and may cause the Company to deposit into any such account or accounts, and disburse funds from any such account or accounts, under such terms and conditions as the Board may approve; and the Manager shall ensure that such custodian(s) from time to time render statements, including appropriate accountings of such collections and payments to the Board and, upon request, to the auditors of the Company or any Subsidiary.

Section 5. Records; Confidentiality.

The Manager shall maintain appropriate books of account, records and files relating to services performed hereunder, and such books of account, records and files shall be accessible for inspection by representatives of the Company at any time during normal business hours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that services may be provided with respect to the Company by service providers (e.g., administrators, prime brokers and custodians) and so long as such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing). Until the first (1^st) anniversary of the termination of this Agreement, the Manager shall keep confidential any and all Confidential Information and shall not use Confidential Information in contravention of its duties under this

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Agreement or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder or in furtherance of KKR’s asset management or capital markets businesses, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates (including, any filings made by KKR as a result of its status as a public company) or disclosure or presentations to investors of the Company or KKR (subject to compliance with Regulation FD), (iv) to governmental agencies or officials having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in KKR Vehicles and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) otherwise with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and/or any KKR Vehicles and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (iv) to its legal counsel or independent auditors; provided, however that with respect to clauses (i) and (ii), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Board and the Executive Committee of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demand.

Section 6. Compensation.

(a) For the services rendered under this Agreement, the Company shall pay the Management Fee to the Manager. The Manager will not receive any Management Fees for the period prior to the Effective Date.

(b) The parties acknowledge that the Management Fee is intended in part to compensate the Manager for the costs and expenses (other than reimbursable costs and expenses) the Manager will incur hereunder, as well as certain expenses not otherwise reimbursable under Section 7 below, in order for the Manager to provide the Company the management services and certain general administrative services rendered under this Agreement. A management fee paid by the Manager under a sub-management agreement (if any) shall not constitute an expense reimbursable by the Company under this Agreement or otherwise unless otherwise approved by the Board.

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(c) The Management Fee payable in any monthly period shall be reduced by an amount equal to any Other Fees allocable to Investor Shares incurred by the Company, a Subsidiary or a prospective portfolio company during the immediately preceding monthly period, as reduced by any Broken Deal Expenses previously incurred (but only to the extent such Broken Deal Expenses have not already been netted against Other Fees or reimbursed by third parties or the Company). To the extent that the amount of Broken Deal Expenses allocable to Investor Shares incurred during a period exceeds the amount of Other Fees allocable to Investor Shares received during such period, the Manager may, in its sole discretion, apply such excess amount of Broken Deal Expenses against Other Fees (as described in the preceding sentence) in subsequent periods or seek direct reimbursement of such amounts from the Company as a Company Expense. In the event that the amount of fee reduction referred to in the preceding sentences exceeds the Management Fee for such monthly period, such excess shall be carried forward to reduce the Management Fee payable in following monthly periods. To the extent such excess fee reduction remains unapplied upon the Company’s final distribution of assets, the Manager or an Affiliate thereof shall retain such unapplied amount. For the avoidance of doubt, Capstone Fees, Service Costs, Asset Leasing Fees, Loan Servicing Fees and Regulated Broker Dealer Fees do not constitute Other Fees.

(d) The Management Fee shall be payable in arrears in cash or Class F Shares of the Company, in monthly installments commencing with the month in which the Effective Date occurs. If applicable, the initial and final installments of the Management Fee shall be pro-rated based on the number of days during the initial and final month, respectively, that this Agreement is in effect. The Manager shall calculate each monthly installment of the Management Fee, and deliver such calculation to the Company, within thirty (30) days following the last day of each calendar month.

(e) The Company shall make any payments due hereunder to the Manager or, if the Manager directs, to an Affiliate of the Manager. The Manager may elect to receive all or a portion of the Management Fee in Class F Shares of the Company in lieu of cash as follows:

(i) At the beginning of each fee calculation period, the Manager will notify the Company of its election to receive any Management Fees for such payment period in cash, Class F Shares or a combination of cash and Class F Shares.

(ii) The number of Class F Shares that the Manager will receive will be equal to the quotient of (x) the sum of the cash value of Management Fees elected by the Manager for payment in Class F Shares and (y) the then-current price of the Company’s Class F Shares when such fees become due.

(f) If the Manager elects to receive any portion of its Management Fee in Class F Shares of the Company, the Manager may elect to submit those shares for repurchase pursuant to the Company’s Share Repurchase Plan or tender those Class F Shares to the Company pursuant to the Company’s Tender Offers. Class F Shares of the Company obtained by the Manager will be subject to the repurchase limits of the Share Repurchase Plan or set forth in the Company’s Tender Offer documents. Any Class F Shares received by the Manager are not subject to the Early Repurchase Fee.

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(g) The parties understand that if an intermediary does not meet the $100 million Class R-S Shares, Class R Shares or Class U Shares aggregate investment threshold specified in the definition of Management Fee, applicable Class R-S Shares, Class R Shares and/or Class U Shares will automatically convert to Class S Shares, Class I Shares or Class S Shares, respectively, in accordance with the Company’s Governing Agreements.

Section 7. Expenses of the Company.

(a) Subject to Section 7(b) and except as otherwise specified in the definition of Company Expenses, the Manager shall be responsible for the expenses related to any and all personnel of the Manager and its Affiliates who provide services to the Company pursuant to this Agreement or otherwise (including, without limitation, each of the officers of the Company and any directors of the Company who are also directors, officers or employees of the Manager or any of its Affiliates), including, without limitation, normal overhead expenses relating to the business or operation of the Manager (including rent, office furniture, fixtures and computer equipment), salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel, and costs of insurance (other than insurance specifically required under this Agreement) with respect to such personnel (“Manager Expenses”).

(b) The Company shall pay all of its costs and expenses and shall reimburse the Manager or its Affiliates for documented costs and expenses of the Manager and its Affiliates to the extent incurred on behalf of the Company that are Company Expenses in accordance with this Agreement. For the avoidance of doubt, Manager Expenses are not Company Expenses. The Manager, in its sole and absolute discretion, shall determine whether a cost or expense is a Manager Expense or Company Expense.

(c) The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given monthly period, which determination shall not be deemed to construe a waiver of reimbursement for such expenses, or similar expenses, in future periods.

(d) The Manager shall prepare a written expense statement in reasonable detail documenting the costs and expenses of the Company incurred during each calendar month to be reimbursed by the Company, and shall use commercially reasonable efforts to deliver the same to the Company within five (5) days following the end of the applicable calendar month (subject to reasonable delays resulting from delays in the receipt of information). The amounts payable for such cost and expense reimbursement shall be paid by the Company; provided, that such payments may be offset by the Manager against amounts due to the Company from the Manager.

(e) The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination.

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Section 8. Limits of the Manager’s Responsibility; Indemnification.

(a) The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board or the Executive Committee in following or declining to follow any advice or recommendations of the Manager. To the fullest extent permitted by law, the Manager and its Affiliates, including but not limited to their respective directors, officers, employees, managers, trustees, control persons, partners, shareholders, and equityholders, will not be liable to the Company, any Subsidiary, the Board, the Executive Committee, the Company’s shareholders or any Subsidiary’s shareholders or partners for any acts or omissions by the Manager or its Affiliates performed in accordance with and pursuant to this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise, except by reason of acts or omission constituting bad faith, fraud, willful misconduct, gross negligence, material breach of this Agreement, material violation of applicable U.S. federal securities laws or reckless disregard of their respective duties under this Agreement. The Company shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, its Affiliates, and the directors, officers, employees and shareholders of the Manager and its Affiliates including but not limited to their respective directors, officers, employees, managers, trustees, control persons, partners, shareholders and equityholders (each, a “Manager Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) (collectively “Losses”) in respect of or arising from any acts or omissions of such Manager Indemnified Party performed in good faith under this Agreement and not constituting bad faith, fraud, willful misconduct, gross negligence, material breach of this Agreement, material violation of applicable U.S. federal securities laws or reckless disregard of duties of such Manager Indemnified Party under this Agreement; provided, that an Indemnified Party will not be entitled to indemnification under this Agreement for any losses, liabilities or damages arising out of an internal dispute solely between KKR, its Affiliates and their respective officers, partners, directors, shareholders, members or employees. In addition, the Manager will not be liable for trade errors that may result from ordinary negligence, including, without limitation, errors in the investment decision making process and/or in the trade process.

(b) The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless the Company, its Subsidiaries and the directors, officers, employees and shareholders of the Company and its Subsidiaries and each Person, if any, controlling the Company (each, a “Company Indemnified Party”; a Manager Indemnified Party and a Company Indemnified Party are each sometimes hereinafter referred to as an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of the Manager constituting bad faith, fraud, willful misconduct, gross negligence or reckless disregard of duties of the Manager under this Agreement or (ii) any claims by the Manager’s or its Affiliate’s employees relating to the terms and conditions of their employment by the Manager or its Affiliate (other than claims by employees of the Company relating to the terms and conditions of their employment by the Company).

(c) In case any such claim, suit, action, investigation or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party, which notice shall include all documents and information in the possession of or under the control of such Indemnified Party reasonably necessary for the evaluation and/or defense of such Claim and shall specifically state that indemnification for such Claim is being sought under this Section; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not limit or affect such Indemnified Party’s rights

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other than pursuant to this Section unless the failure to provide such notice results in material prejudice to the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith control and defend any such Claim (including any settlement thereof) with counsel reasonably satisfactory to such Indemnified Party, which counsel may, without limiting the rights of such Indemnified Party pursuant to the next succeeding sentence of this Section, also represent the indemnifying party in such Claim. In the alternative, such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party, provided (i) such settlement is without any Losses (including equitable relief) whatsoever to such Indemnified Party, (ii) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (iii) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. Subject to the immediately prior sentence, the applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 8 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section.

(d) Any Indemnified Party entitled to indemnification hereunder shall first seek recovery from any other indemnity then available with respect to portfolio entities and/or any applicable insurance policies by which such Indemnified Party is indemnified or covered prior to seeking recovery hereunder and shall obtain the written consent of the Company or Manager (as applicable) prior to entering into any compromise or settlement which would result in an obligation of the Company or Manager (as applicable) to indemnify such Indemnified Party. If such Indemnified Party shall actually recover any amounts under any applicable insurance policies or other indemnity then available, it shall offset the net proceeds so received against any amounts owed by the Company or Manager (as applicable) by reason of the indemnity provided hereunder or, if all such amounts shall have been paid by the Company or Manager (as applicable) in full prior to the actual receipt of such net insurance proceeds, it shall pay over such proceeds (up to the amount of indemnification paid by the Company or Manager (as applicable) to such Indemnified Party) to the Company or Manager (as applicable). If the amounts in respect of which indemnification is sought arise out of the conduct of the business and affairs of the Company or Manager and also of any other Person or entity for which the Indemnified Party hereunder was then acting in a similar capacity, the amount of the indemnification to be provided by the Company or Manager (as applicable) may be limited to the Company’s or Manager’s (as applicable) allocable share thereof if so determined by the Company or Manager (as applicable) in good faith.

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Notwithstanding anything to the contrary in this Section 8 and for greater certainty it is understood and/or agreed that, to the extent that an Indemnified Party is also entitled to be indemnified by one or more portfolio entities, it is intended that (i) such portfolio entities shall be the indemnitors of first resort, (ii) the Company’s or Manager’s (as applicable) obligation, if any, to indemnify any Indemnified Party shall be reduced by any amount that such Indemnified Party shall collect as indemnification from such entity and from any then available insurance policies, which the Indemnified Party shall have an obligation to seek payment from prior to seeking payment from the Company or Manager in respect of such Claims, and (iii) if the Company or Manager pays or causes to be paid any amounts that should have been paid by such portfolio entity or under such insurance policies, then (x) the Company or Manager (as applicable) shall be fully subrogated to all rights of the relevant Indemnified Party with respect to such payment, and (y) each relevant Indemnified Party shall assign to the Company or Manager (as applicable) all of the Indemnified Party’s rights to indemnification from or with respect to such entity’s indemnification.

(e) The provisions of this Section 8 shall survive the expiration or earlier termination of this Agreement.

Section 9. No Joint Venture. The Company and the Manager are not partners or joint venturers with each other and nothing herein shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.

Section 10. Term; Termination Without Cause.

(a) This Agreement became effective on the Effective Date and shall continue in operation unless terminated in accordance with the terms hereof.(b) Notwithstanding any other provision of this Agreement to the contrary, with not less than ninety (90) days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, terminate this Agreement (a “Termination Without Cause”) upon a unanimous vote of the Independent Directors. Upon a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on the last day of the term of this Agreement (the “Effective Termination Date”).

(c) The Manager may deliver written notice to the Company informing it of the Manager’s intention to terminate this Agreement upon no less than one hundred eighty (180) days’ notice, whereupon this Agreement shall terminate effective on the latter of (i) 180 days from the date such notice is sent or (ii) such latter date as the Manager may determine. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c).

(d) Except as set forth in this Section 10, a Termination Without Cause of this Agreement pursuant to this Section 10 shall be without any further liability or obligation of either party to the other, except as provided in Section 3(b), Section 5, Section 7, Section 8, Section 10(e), Section 13(b) and Section 14 of this Agreement.

(e) If the Company terminates this Agreement pursuant to this Section 10, the Company shall forfeit any controlling interest in any joint venture.

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(f) If the Company terminates this Agreement pursuant to this Section 10, the Company shall, before the Effective Termination Date, cause the name of the Company to be changed to omit reference to “KKR,” and the Company, any successor manager or any other Person shall make no further use of “KKR” or any similar name or any derivations thereof in relation to the activities of the Company.

(g) The Manager shall cooperate, at the Company’s expense, with the Company in executing an orderly transition of the management of the Company’s consolidated assets to a new manager.

Section 11. Assignments.

(a) Assignments by the Manager. This Agreement may not be assigned by the Manager without the consent of the Company, which consent shall be approved by a majority of the Company’s Independent Directors. Notwithstanding the foregoing, the Manager may, at any time without the approval of the Company and without the approval of the Company’s Independent Directors, (i) assign this Agreement to one or more Affiliates of the Manager and (ii) delegate to one or more of its Affiliates, including sub-managers where applicable, the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliate’s performance, in each case so long as such assignment or delegation does not require the Company’s consent under the Investment Advisers Act (but if such consent is required, the Company shall not unreasonably withhold, condition or delay its consent). Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Nothing contained in this Agreement shall preclude any pledge, hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

(b) Assignments by the Company. This Agreement shall not be assigned by the Company without the prior written consent of the Manager.

Section 12. Termination for Cause.

(a) The Company may terminate this Agreement effective upon thirty (30) days’ prior written notice of termination from the Company to the Manager, without payment of any Termination Fee, upon the occurrence of a Cause Event.

(b) The Manager may terminate this Agreement effective upon sixty (60) days’ prior written notice of termination to the Company in the event that the Company shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of thirty (30) days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period. The Company is required to pay to the Manager the Termination Fee if the termination of this Agreement is made pursuant to this Section 12(b).

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(c) The Manager may terminate this Agreement if the Company becomes required to register as an investment company under the Investment Company Act, with such termination deemed to occur immediately before such event, in which case the Company shall not be required to pay the Termination Fee.

Section 13. Action Upon Termination.

(a) From and after the Effective Termination Date of this Agreement pursuant to Sections 10, 11, or 12 of this Agreement: The Manager shall not be entitled to compensation for further services hereunder, but shall be paid all compensation accruing to the date of termination and, if terminated pursuant to Section 10(b) or Section 12(b) hereof, the Termination Fee. Upon any such termination, the Manager shall forthwith:

(i) after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all money collected and held for the account of the Company or a Subsidiary pursuant to this Agreement;

(ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board with respect to the Company and any Subsidiaries; and

(iii) deliver to the Board all property and documents of the Company and any Subsidiaries then in the custody of the Manager, provided that the Manager shall be permitted to retain copies of such documents for its records, and if so retained, the Manager shall continue to be bound by the confidentiality obligations and other obligations set forth in Section 5 hereof with respect to the retained documents.

(b) If either the Company or the Manager terminates this Agreement pursuant to Section 10 or Section 12 of this Agreement, within thirty (30) days of the Effective Termination Date, the Company shall repurchase all KKR Shares outstanding on the Effective Termination Date at a price equal to the Net Asset Value per share as of the last month of the prior calendar quarter, regardless of any repurchase limitations described in the Company’s Governing Agreements, Share Repurchase Plan, Repurchase Arrangement or any other document describing the Company’s repurchase limitations.

Section 14. Release of Money or Other Property Upon Written Request.

The Manager agrees that any money or other property of the Company (which such term, for the purposes of this Section, shall be deemed to include any and all of its Subsidiaries, if any) shall be held in the name of the Company or any Subsidiary, and in the case of securities and funds of the Company, shall be maintained by a qualified custodian in the name of the Company or any Subsidiary in accordance with applicable law. The Manager shall not be liable to the Company, the Board, the Executive Committee or the Company’s shareholders for any acts or omissions by the Company in connection with the money or other property held by such custodian(s) in accordance with this Section. The Company shall indemnify the Manager, its directors, officers, shareholders, employees and agents against any and all Losses which arise in connection with the Manager’s proper release or direction of such money or other property to the Company’s custodian(s) in accordance with the terms of this Section 14. Indemnification pursuant to this provision shall be in addition to any right of the Manager to indemnification under Section 8 of this Agreement.

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Section 15. Representations and Warranties.

(a) The Company hereby represents and warrants to the Manager as follows:

(i) The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, has the limited liability company power and authority and the legal right to own and operate its assets, to lease any property it may operate as lessee and to conduct the business in which it is now engaged and is duly qualified as a foreign limited liability company and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of the Company and its Subsidiaries, if any, taken as a whole.

(ii) The Company has the limited liability company power and authority and the legal right to make, deliver and perform this Agreement and all obligations required hereunder and has taken all necessary action to authorize this Agreement on the terms and conditions hereof and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any other Person that has not already been obtained, including shareholders and creditors of the Company, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Company in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized officer of the Company, and this Agreement constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, the legally valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

(iii) The execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision of any existing law or regulation binding on the Company, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Company, or the Governing Agreements of, or any securities issued by the Company or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Company is a party or by which the Company or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Company and its Subsidiaries, if any, taken as a whole, and will not result in, or require, the creation or imposition of any lien or any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking.

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(b) The Manager hereby represents and warrants to the Company as follows:

(i) The Manager is duly organized, validly existing and in good standing under the laws of the State of Delaware, has the limited liability company power and authority and the legal right to conduct the business in which it is now engaged and is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of the Manager.

(ii) The Manager has the limited liability company power and authority and the legal right to make, deliver and perform this Agreement and all obligations required hereunder and has taken all necessary corporate action to authorize this Agreement on the terms and conditions hereof and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any other Person, including members and creditors of the Manager, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Manager in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized officer of the Manager, and this Agreement constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, the legally valid and binding obligation of the Manager enforceable against the Manager in accordance with its terms.

(iii) The execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision of any existing law or regulation binding on the Manager, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Manager, or the Governing Agreements of, or any securities issued by the Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Manager is a party or by which the Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Manager, and will not result in, or require, the creation or imposition of any lien or any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking.

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Section 16. Miscellaneous.

(a) Notices. Any notices that may or are required to be given hereunder by any party to another shall be deemed to have been duly given if (i) personally delivered or delivered by facsimile, when received, (ii) sent by U.S. Express Mail or recognized overnight courier, on the second following Business Day (or third following Business Day if mailed outside the United States), (iii) delivered by electronic mail, when received or (iv) posted on a password protected website maintained by the Manager and for which the Company has received access instructions by electronic mail, when posted:

The Company:	KKR Infrastructure Conglomerate LLC
	c/o Kohlberg Kravis Roberts & Co. L.P.
	30 Hudson Yards
	New York, NY 10001
	Attention: General Counsel
	Email: general.counsel@kkr.com
The Manager:	KKR DAV Manager LLC
	c/o Kohlberg Kravis Roberts & Co. L.P.
	30 Hudson Yards
	New York, NY 10001
	Attention: General Counsel
	Email: general.counsel@kkr.com

(b) Binding Nature of Agreement; Successors and Assigns; No Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided herein. Except for Section 3 and Section 8, none of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third party.

(c) Integration. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

(d) Amendments. Neither this Agreement, nor any terms hereof, may be amended, supplemented or modified except in an instrument in writing executed by the parties hereto.

(e) GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR ANY DISTRICT WITHIN SUCH STATE FOR THE PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND TO THE LAYING OF VENUE IN SUCH COURT.

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(f) WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

(g) Survival of Representations and Warranties. All representations and warranties made hereunder, and in any document, certificate or statement delivered pursuant hereto or in connection herewith, shall survive the execution and delivery of this Agreement.

(h) No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of a party hereto, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

(i) Section Headings. The section and subsection headings in this Agreement are for convenience in reference only and shall not be deemed to alter or affect the interpretation of any provisions hereof.

(j) Counterparts. This Agreement may be executed by the parties to this Agreement on any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

(k) Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, each of the parties hereto has executed this Amended and Restated Management Agreement as of the date first written above.

KKR Infrastructure Conglomerate LLC
By:	/s/ Michael Ryan
	Name: Michael Ryan
	Title: Chief Operating Officer
KKR DAV Manager LLC
By:	/s/ Jason Carss
	Name: Jason Carss
	Title: Assistant Secretary

[Signature Page to K-INFRA Management Agreement]

EX-1.2

Exhibit 1.2

AMENDED AND RESTATED DEALER-MANAGER AGREEMENT

THIS AMENDED AND RESTATED DEALER-MANAGER AGREEMENT (this “Agreement”) is made as of this 25^th day of September, 2023, by and between KKR Infrastructure Conglomerate LLC, a Delaware limited liability company (the “Company”), and KKR Capital Markets LLC (the “Dealer-Manager”), a Delaware limited liability company.

WHEREAS, the Company is conducting a private placement offering in accordance with Rule 506(b) of Regulation D and Regulation S under the Securities Act of 1933, as amended (the “1933 Act”), of the Classes of shares (the “Shares”) listed in the Company’s private placement memorandum in connection with such private placement offering (as amended and supplemented from time to time, the “Private Placement Memorandum”);

WHEREAS, the Company has filed a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”);

WHEREAS, the Dealer-Manager is registered as a broker-dealer with the SEC under the 1934 Act, and is a member of Financial Industry Regulatory Authority, Inc. (“FINRA”);

WHEREAS, the Company and the Dealer Manager entered into a Dealer-Manager Agreement, dated as of April 27, 2023 (the “Original Agreement”);

WHEREAS, the Company and the Dealer-Manager desire to amend and restate the Original Agreement; and

WHEREAS, the Company wishes to retain the Dealer-Manager to serve as dealer-manager of each class of the Shares and for such additional classes of Shares that the Company may issue in the future, on the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained and intending to be legally bound, the parties hereby agree as follows:

SECTION 1 APPOINTMENT

1.1 Dealer-Manager. The Company hereby appoints Dealer-Manager as its dealer-manager of Shares and to provide such other services in accordance with the terms set forth in this Agreement. Dealer-Manager accepts such appointment and agrees to furnish certain related services as set forth in this Agreement.

1.2 Appointment not Exclusive. Notwithstanding Dealer-Manager’s appointment as dealer-manager of Shares, the Company reserves the right to make sales of Shares without sales charges consistent with the terms of the Private Placement Memorandum, including direct sales of Shares, and to engage in other legally authorized transactions in Shares. Such other transactions may include, without limitation, transactions between the Company or any class and its shareholders only; transactions involving the reorganization of the Company; and transactions involving the merger or combination of the Company with another corporation or trust.

SECTION 2 SOLICITATION OF SALES AND OTHER SERVICES

2.1 Solicitation of Sales. The Company grants to Dealer-Manager the right to sell its Shares authorized for issue, at the net asset value per Share, plus any applicable sales charges, in accordance with the Private Placement Memorandum, as agent and on behalf of the Company, during the term of this Agreement and subject to the rules and regulations of the SEC and the laws governing the sale of securities in the various states (“Blue Sky Laws”). The Company may terminate, suspend or withdraw the offering of Shares whenever, in its sole discretion, it deems such action to be desirable. The Dealer-Manager agrees that no offer or sale of Shares will be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where Shares have not been registered or qualified for offer and sale under applicable state securities laws unless Shares are exempt from the registration or qualification requirements of such laws. Investments will be sold (i) in the United States only to U.S. persons who are “accredited investors” within the meaning of Regulation D under the 1933 Act and (ii) outside the United States in

accordance with Regulation S under the 1933 Act and pursuant to the laws, rules and regulations applicable to the offer and sale of Shares in the applicable non-U.S. jurisdiction. The Dealer-Manager agrees to provide a current Private Placement Memorandum, including any written supplements, to prospective shareholders. The Dealer-Manager may prepare, print and distribute such other sales literature and advertising materials in connection with the offering of Shares as it deems appropriate. Without limiting the foregoing, the Dealer-Manager shall perform or supervise the performance by others of the services set forth herein.

2.2 Dealer-Manager will have the right, as agent, to sell Shares to broker-dealers that are members of FINRA and who have entered into selling agreements with Dealer-Manager; or through other financial intermediaries, in each case against orders therefore. In consideration of these rights granted to the Dealer-Manager, the Dealer-Manager agrees to use all commercially reasonable efforts in connection with the sale of Shares; provided, however, that the Dealer-Manager will not be prevented from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. The provisions of this paragraph do not obligate the Dealer-Manager to register as a broker or dealer under the Blue Sky Laws of any jurisdiction or laws of any foreign jurisdiction in which it is not now registered or to maintain its registration in any jurisdiction in which it is now registered or obligate the Dealer-Manager to sell any particular number of Shares. The Dealer-Manager will not direct remuneration from commissions paid by the Company for portfolio securities transactions to a broker or dealer for promoting or selling Shares. The Company reserves the right to refuse at any time or times to sell any of its Shares for any reason deemed adequate by it. All orders through the Dealer-Manager will be subject to acceptance and confirmation by the Company. Throughout the term of this Agreement, the Dealer-Manager shall maintain such licenses and registrations as are necessary to permit it and its representatives and agents to provide the services hereunder.

2.3 Other Services. Without limiting the foregoing, the Dealer-Manager will perform or supervise the performance by others of the additional services set forth herein, including the following personal investor services and account maintenance services:

(a) providing administrative, operational and infrastructural support for the selling of Shares and settlement of transactions with shareholders, as necessary;

(b) handling inquiries regarding the Company from shareholders in the Company, including but not limited to, questions concerning such shareholders’ investments in the Company, including repurchase offers, reports and tax information provided by the Company;

(c) assisting in the enhancement of relations and communications between shareholders and the Company;

(d) assisting in the establishment and maintenance of shareholders’ accounts with the Company, including notifying the Company or its agents of any changes in account information;

(e) assisting in receiving and forwarding purchase and repurchase requests and payments to and from such shareholders;

(f) assisting the Company or its agent (including the Company’s transfer agent) with the process of receiving and forwarding purchase and repurchase requests and payments to and from shareholders;

(g) providing such other similar services as the Company may reasonably request to the extent Dealer-Manager is permitted to do so under applicable statutes, rules and regulations; and

(h) assisting, as requested, in the repurchase of Shares owned by shareholders.

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SECTION 3 REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1 Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants that:

(a) it is duly formed, validly existing and in good standing under the laws of the state of Delaware, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement;

(b) this Agreement has been duly authorized by the Board of Directors of the Company, including by unanimous affirmative vote of a majority of the independent directors of the Company; and when executed and delivered by the Company, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms;

(c) it shall timely perform all obligations identified in this Agreement as obligations of the Company, including, without limitation, providing the Dealer-Manager with all marketing materials reasonably requested by the Dealer-Manager and giving all necessary consents or approvals in good faith and within a timely manner;

(d) each Private Placement Memorandum has been prepared in accordance with all applicable laws and regulations and no Private Placement Memorandum will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Private Placement Memorandum not misleading;

(e) it will notify the Dealer-Manager as soon as reasonably practical in advance of any matter which could materially affect the Dealer-Manager’s performance of its duties and obligations under this Agreement, including any amendment to the Private Placement Memorandum;

(f) it will provide Dealer-Manager with a copy of each Private Placement Memorandum as soon as reasonably possible prior to or contemporaneously with the distribution of such Private Placement Memorandum;

(g) it shall fully cooperate with requests from government regulators and the Dealer-Manager for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Dealer-Manager to comply with its regulatory obligations;

(h) the Shares have not been registered under the 1933 Act, the securities laws of any other state or the securities laws of any other jurisdiction, but will be offered and sold in reliance on an exemption from the registration requirements under the 1933 Act and any other applicable laws pursuant to the Private Placement Memorandum

(i) the Shares are being offered and sold (i) in the United States under the exemption provided by Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made, to U.S. persons who are “accredited investors” within the meaning of Regulation D under the 1933 Act, and (ii) outside the United States in accordance with Regulation S under the 1933 Act. As of the date hereof, no jurisdiction in which the Shares have been or will be offered or sold has issued any notification with respect to the suspension of the qualification of the Shares for sale in such jurisdiction and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, threatened;

(j) the Company is conducting an offering of Shares as a private placement and shall not take any action that (i) causes the offering of the Shares to lose any exemption from registration with the SEC provided by Section 4(a)(2) of the 1933 Act and/or any regulations promulgated thereunder or (ii) causes the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the 1933 Act; and

(k) the Company intends to conduct its business so as not to be an “investment company” as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder, and it will exercise reasonable diligence to ensure that it does not become an “investment company” within the meaning of the 1940 Act.

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3.2 Representations, Warranties and Covenants of Dealer-Manager. Dealer-Manager represents, warrants and covenants that:

(a) it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms;

(b) it is registered as a broker-dealer with the SEC under the 1934 Act and a member of FINRA;

(c) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC (collectively, “Money Laundering Laws”) in its duties as a Dealer-Manager under this Agreement, provided that, for the avoidance of doubt, such duties and corresponding compliance with Money Laundering Laws may be delegated or otherwise carried out by placement agents, financial intermediaries, the Company’s administrator or the Company’s transfer agent pursuant to separate agreements between such party and the Company or Dealer-Manager;

(d) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) appropriate risk-based procedures for conducting ongoing customer due diligence, including: (a) understanding the nature and purpose of customer relationships for the purpose of developing a customer risk profile and (b) conducting ongoing monitoring to identify and report suspicious transactions and, on a risk basis, to maintain and update customer information (including beneficial ownership information of legal entity customers); and (v) appropriate record keeping procedures;

(e) it shall not give any information or make any representations other than those contained in the current Private Placement Memorandum or contained in shareholder reports or other material that may be prepared by or on behalf of the Company for the Dealer-Manager’s use. The Dealer-Manager may prepare and distribute sales literature and other material as it may deem appropriate, provided that such literature and materials have been prepared in accordance with applicable rules and regulations; and provided further, that the Company has previously approved such material;

(f) it will offer Shares, and in its agreements with Intermediaries (as defined below) will require that the Intermediaries offer Shares, only to those persons who meet the suitability standards set forth in the Private Placement Memorandum or in any suitability letter or memorandum sent by the Company (including, for the avoidance of doubt, only from investors each of which, together with any other investor for which such investor is acting as a trustee or other fiduciary, the Dealer-Manager or Intermediary making such offering of Shares, shall reasonably believe (a) is an “accredited investor” with respect to the Shares within the meaning of Regulation D under the 1933 Act; or (b) is not a United States person within the meaning of Rule 902 under the 1933 Act) and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. Notwithstanding the qualification of the Shares for sale in any respective jurisdiction (or the exemption therefrom), the Dealer-Manager represents, warrants and covenants that it will not offer Shares and will not permit any of its registered representatives to offer Shares in any jurisdiction unless both the Dealer-Manager and such registered representative are duly licensed to transact securities business in such jurisdiction. In offering Shares, the Dealer-Manager will comply, and in its agreements with Intermediaries, the Dealer-Manager will require that the Intermediaries comply, with the provisions of the FINRA Rules, Regulation Best Interest under the 1934 Act, as well as all other applicable rules and regulations relating to suitability of investors;

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(g) neither it, nor any person associated with the Dealer-Manager shall offer or sell (nor will the Dealer-Manager in its agreements with Intermediaries (defined below) permit the Intermediaries to offer or sell) Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Private Placement Memorandum, including status as an “accredited investor” as defined in Regulation D under the 1933 Act, minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; or (c) applicable FINRA Rules. The Dealer-Manager agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, the Dealer-Manager, or a person associated with the Dealer-Manager, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, any applicable non-U.S. jurisdiction, FINRA or the Company) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to the Dealer-Manager, or person associated with the Dealer-Manager, that (i) the investor can reasonably benefit from an investment in the Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Shares, (C) the lack of liquidity of the Shares, (D) the background and qualifications of the Manager or the persons responsible for directing and managing the Company and (E) the tax consequences of an investment in the Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account; and the purchaser of Shares has a substantive pre-existing relationship with the Dealer-Manager pursuant to Regulation D under the 1933 Act. The Dealer-Manager further represents, warrants and covenants that the Dealer-Manager, or a person associated with the Dealer-Manager, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Dealer-Manager, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established. The Dealer-Manager agrees to retain its records in compliance with applicable law and make available a record of the information obtained to determine that an investor meets the suitability standards imposed on the offer or sale of Shares at the time of the initial purchase of Shares to (i) the Company and (ii) representatives of the SEC, FINRA and applicable state or non-U.S. securities administrators upon the Dealer-Manager’s receipt of an appropriate document subpoena or other appropriate request for documents from any such agency for a period of at least six years following the termination of this Agreement. In addition, at the Company’s reasonable written request, which shall be no later than the six year anniversary of the date of termination of this Agreement, and at the Company’s sole expense, the Dealer-Manager agrees to retain such records for a reasonable period of time beyond the six year anniversary of the date of termination of this Agreement. The Dealer-Manager shall not purchase any Shares for a discretionary account without obtaining the prior written approval of the Dealer-Manager’s customer and his or her signature on a subscription agreement. In selling Shares, the Dealer-Manager will comply, and in its agreements with Intermediaries, the Dealer-Manager will require that the Intermediaries comply, with the provisions of the FINRA Rules, Regulation Best Interest under the 1934 Act, as well as all other applicable rules and regulations relating to suitability of investors;

(h) neither the Dealer-Manager nor any of its directors, executive officers, general partners, managing members or other officers participating in the offering, nor any of the directors, executive officers or other officers participating in the offering of any such general partner or managing member, nor any other officers, employees or associated persons of the Dealer-Manager or any such general partner or managing member that have been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer and sale of Shares (each, a “Dealer-Manager Covered Person” and, together, “Dealer-Manager Covered Persons”), is subject to any of the “Bad Actor” disqualifications (“Disqualification Events”) set forth in Rule 506(d) of Regulation D under the Securities Act applicable to the Dealer-Manager except for a Disqualification Event contemplated by Rule 506(d)(2) of the Securities Act, a description of which has been furnished in writing to the Company prior to the date hereof. The “Bad Actor” disqualifications include, among other things: (1) criminal convictions and court injunctions and restraining orders issued in connection with the purchase or sale of a security or false filings with the SEC; (2) final orders from the Commodities Futures Trading Commission, federal banking agencies and certain other regulators that bar a person from associating with a regulated entity or engaging in the business of securities, insurance or banking or that are based on certain fraudulent conduct; (3)

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SEC disciplinary orders relating to investment advisers, brokers, dealers and their associated persons; (4) SEC cease-and-desist orders relating to violations of certain anti-fraud provisions and registration requirements of the federal securities laws; (5) suspensions or expulsions from membership in a self-regulatory organization (“SRO”) or from association with an SRO member; and (6) U.S. Postal Service false representation orders. To the extent permitted by applicable law and without disclosing any non-public personal information regarding any Dealer-Manager Covered Person, the Dealer-Manager will promptly notify the Company if it becomes aware of a Dealer-Manager Covered Person who is or becomes the subject of a Disqualifying Event or determines that the Company’s exemption under Rule 506 is no longer available as a result of any Disqualifying Event;

(i) in its agreements with Intermediaries (defined below), the Dealer-Manager will require the Intermediaries to represent that:

(i) it has exercised reasonable care, in accordance with section (e) of Rule 506, in making a factual inquiry into whether any Disqualifying Event exists with respect to the Intermediary or any of its Covered Persons;

(ii) it shall make periodic factual inquiry as to the occurrence or existence of any Disqualifying Events with respect to itself and its Covered Persons, and shall conduct such factual inquiry with reasonable care in accordance with subsection (d)(2)(iv) of Rule 506;

(iii) to the extent permitted by applicable law, it will promptly notify the Company if it is or becomes subject to a Disqualifying Event or if it becomes aware that any of its Covered Persons is or becomes the subject of a Disqualifying Event; and

(iv) if a Disqualifying Event occurs with respect to any of its Covered Persons, the Company shall have the right to terminate the Selling Agent Agreement (defined below) with effect from the date of the occurrence of the Disqualifying Event.

SECTION 4 NO REGISTRATION OF SHARES

The Shares have not been registered under the 1933 Act, the securities laws of any other State or the securities laws of any other jurisdiction, but will be offered and sold in reliance on an exemption from the registration requirements of the 1933 Act and any other applicable laws pursuant to the Private Placement Memorandum. The Shares are being offered and sold (i) in the United States under the exemption provided by Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the Offering will be made, to U.S. persons who are “accredited investors” within the meaning of Regulation D under the 1933 Act, and (ii) outside the United States in accordance with Regulation S under the 1933 Act. Neither the Company nor the Dealer-Manager shall take any action that (i) causes the offering of the Shares to lose any exemption from registration with the SEC provided by Section 4(a)(2) of the 1933 Act and/or any regulations promulgated thereunder or (ii) causes the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the 1933 Act. The Dealer-Manager shall exercise reasonable diligence to (and shall require Intermediaries to) avoid taking any action that would cause the Company to be an “investment company” within the meaning of the 1940 Act and/or any regulations promulgated thereunder.

SECTION 5 AGREEMENTS WITH FINANCIAL INTERMEDIARIES

The Dealer-Manager is authorized to enter into written agreements (“Selling Agent Agreements”) with banks, broker/dealers, insurance companies and other financial institutions (collectively, “Intermediaries”), on terms and conditions consistent with this Agreement and all applicable laws, regulations and exemptive relief, and to fix therein the portion of the sales charge, if any, that may be allocated to the Intermediaries on such terms and conditions as the Dealer-Manager will deem necessary or appropriate. The Selling Agent Agreements shall be on the general forms that are approved by the Board of Directors of the Company. The Dealer-Manager also may enter into other forms of agreements relating to selling agent activities and support as it deems appropriate, provided that the Dealer-Manager determines that the Company’s responsibility or liability to any person under, or on account of any acts or statements of any such Intermediary under, any such agreement does not exceed its responsibility or liability under the general

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form(s) of Selling Agent Agreement approved by the Board of Directors of the Company, and provided further that the Dealer-Manager determines that the overall terms of any such agreement are not materially less advantageous to the Company than the overall terms of the general form(s) of Selling Agent Agreement approved by the Board of Directors of the Company. Any Shares sold to Intermediaries for resale will be resold by such intermediaries only at the price set forth in the applicable Private Placement Memorandum or as otherwise permissible under the federal and state securities laws. With respect to Intermediaries who are acting as brokers or dealers within the United States, the Dealer-Manager will offer and sell Shares, as agent for the Company, only to such financial intermediaries who are members in good standing of FINRA. The Dealer-Manager agrees, and each Intermediary shall have agreed, to comply and shall comply with any applicable requirements with respect to its and each Intermediary’s participation in any resales or transfers of the Shares. In addition, the Dealer-Manager agrees, and each Intermediary shall have agreed, that should it or they assist with the resale or transfer of the Shares, it and each Intermediary will fully comply with all applicable FINRA or SEC rules or any other applicable federal or state laws, including Regulation D under the 1933 Act. The Company acknowledges that Dealer-Manager may act as the Company’s agent for transmitting, or arranging for transmission of, distribution and/or shareholder servicing fees to be paid to Intermediaries in accordance with arrangements between the Company and such Intermediaries. During the offering, offers and sales of Shares pursuant to the terms of any Selling Agent Agreements that are from “benefit plan investors” (within the meaning of Section 3(12) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other investors who are or whose assets are subject to Title I of ERISA or Section 4975 of the Code must be properly and clearly identified to the Company. At the Company’s request, the Dealer-Manager shall provide to the Company a list of all investors and Intermediaries with whom the Dealer-Manager has initiated oral or written discussions regarding the offering.

SECTION 6 EXPENSES

6.1 Company Expenses. The Company will pay all fees and expenses (i) in connection with the preparation of any Private Placement Memorandum and amendments for the issue of its Shares; (ii) in connection with the registration and qualification of Shares for sale in the various states in which the Board of Directors of the Company will determine advisable to qualify such Shares for sale; (iii) of preparing, setting in type, printing and mailing any report or other communication to shareholders of the Company in their capacity as such; (iv) charged by FINRA in connection with FINRA review of Company advertising and marketing materials; and (v) of preparing, setting in type, printing and mailing any Private Placement Memorandum sent to existing shareholders.

6.2 Dealer-Manager Expenses. Dealer-Manager will pay all of its costs and expenses (other than expenses which one or more dealers may bear pursuant to any agreement with Dealer-Manager) incurred by it in connection with the performance of its distribution duties hereunder.

SECTION 7 COMPENSATION

7.1 Compensation to Dealer-Manager. As compensation for providing the services under this Agreement, the Dealer-Manager will receive from the Company:

(a) all distribution and service fees, as applicable, at the rate and under the terms and conditions set forth in the Private Placement Memorandum applicable to the appropriate class of shares of the Company, as such Private Placement Memoranda may be amended from time to time, and subject to any further limitations on such fees as the Board of Directors of the Company may impose;

(b) all front-end sales charges, if any, on purchases of Shares sold subject to such charges as described in the Private Placement Memorandum, as amended from time to time. The Dealer-Manager, or brokers, dealers and other financial institutions and intermediaries that have entered into sub-distribution agreements with the Dealer-Manager, may collect the gross proceeds derived from the sale of such Shares, remit the net asset value thereof to the Company upon receipt of the proceeds and retain the applicable sales charge; and

(c) all contingent deferred sales charges (“CDSC”) or early repurchase fees, if any, applied or charged on repurchases of Shares subject to such charges on the terms and subject to such waivers as are described in the Private Placement Memorandum, or as otherwise required pursuant to applicable law.

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7.2 Payments to Financial Intermediaries. The Dealer-Manager may re-allow any or all of the distribution or service fees, front-end sales charges and CDSCs that it is paid by the Company to such brokers, dealers and other financial institutions and intermediaries as the Dealer-Manager may from time to time determine.

SECTION 8 INDEMNIFICATION; CONTRIBUTION; LIMITATION OF LIABILITY

8.1 Indemnification of Dealer-Manager. The Company agrees to indemnify, defend and hold harmless the Dealer-Manager, each of its directors, officers, employees and each person, if any, who controls, is controlled by or is under common control with, the Dealer-Manager within the meaning of Section 15 of the 1933 Act (collectively, the “Dealer-Manager Indemnified Parties”) from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Dealer-Manager Indemnified Parties may become subject, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Private Placement Memorandum, or any marketing literature or materials distributed on behalf of the Company with respect to the securities covered by the Private Placement Memorandum (the “Covered Documents”) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Dealer-Manager for any legal or other expenses reasonably incurred by the Dealer-Manager in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Dealer-Manager in reliance upon and in conformity with written information furnished to the Company by the Dealer-Manager expressly for use therein. In no case is the indemnity by the Company in favor of the Dealer-Manager or any other person to be deemed to protect the Dealer-Manager or any other person against any liability to the Company or its shareholders to which the Dealer-Manager or such person otherwise would be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

8.2 Indemnification of the Company. Dealer-Manager agrees to indemnify, defend and hold harmless the Company, each of its directors, officers, employees and each person, if any, who controls, is controlled by or is under common control with, the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Company Indemnified Parties”) from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Company Indemnified Parties may become subject, to the extent, but only to the extent, that an untrue statement or alleged untrue statement or omission or alleged omission was made in a Covered Document, in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Dealer-Manager.

8.3 Indemnification Procedures.

(a) If any action or claim shall be brought against any Dealer-Manager Indemnified Party or Company Indemnified Party (any such party, an “Indemnified Party” and collectively, the “Indemnified Parties”), in respect of which indemnity may be sought against the other party hereto, such Indemnified Party shall promptly notify the indemnifying party in writing, and the indemnifying party shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure.

(b) Any Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the indemnifying party has agreed in writing to pay such fees and expenses, (ii) the indemnifying party has failed to assume the defense and employ counsel, or (iii) the named parties to any such action (including any impleaded party) included such Indemnified Party and the indemnifying party and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party or which may also result in a conflict of interest (in which case if such Indemnified Party notifies the indemnifying party, the indemnifying

8

party shall not have the right to assume the defense of such action on behalf of such Indemnified Party), it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Indemnified Parties.

(c) No indemnifying party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

(d) The indemnifying party shall not be liable for any settlement of any such action effected without its written consent, but if such action is settled with the written consent of the indemnifying party, or if there shall be a final judgment for the plaintiff in any such action and the time for filing all appeals has expired, the indemnifying party agrees to indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

(e) The obligations of the indemnifying party under this Section 8 shall be in addition to any liability that the indemnifying party may otherwise have.

8.4 Contribution. If the indemnification provided for in this Section 8 is insufficient or unavailable to any Indemnified Party under this Section 8 in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Dealer-Manager on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under Section 8.3(a), above, then each indemnifying party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Dealer-Manager on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Dealer-Manager on the other shall be deemed to be in the same proportion as the amount of gross proceeds received by the Company from the offering of the Shares under this Agreement (expressed in dollars) bears to the net profits received by the Dealer-Manager under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Dealer-Manager on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Dealer-Manager agree that it would not be just and equitable if contributions pursuant to this Section 8.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to herein. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

8.5 Consequential Damages. In no event and under no circumstances will either party to this Agreement be liable to anyone, including, without limitation, the other party, for consequential damages for any act or failure to act under any provision of this Agreement.

8.6 Limitation of Liability. The Company is a limited liability company organized under Delaware law and under a Certificate of Formation, which is on file at the office of the Secretary of State of Delaware, and a Limited Liability Company Agreement, each of which to which reference is hereby made. The obligations of the Company

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entered into in the name of the Company or on behalf thereof by any of the Directors, officers, employees or agents are made not individually, but in such capacities, and are not binding upon any of the Directors, officers, employees, agents or shareholders of the Company personally, but bind only the assets of the Company, and all persons dealing with the Company must look solely to the assets of the Company for the enforcement of any claims against the Company.

SECTION 9 TERM AND TERMINATION

This Agreement will be effective upon its execution, and, unless terminated as provided, will continue in operation unless terminated in accordance with the terms hereof. This Agreement may be terminated at any time without penalty by a vote of the Directors of the Company or by the Dealer-Manager upon not less than sixty days prior written notice to the Company.

SECTION 10 MISCELLANEOUS

10.1 Records. The books and records pertaining to the Company, which are in the possession or under the control of Dealer-Manager, will be prepared and maintained as required under applicable securities laws, rules and regulations. The Company and its authorized persons will have access to such books and records at all times during the Dealer-Manager’s normal business hours. Upon the reasonable request of the Company, the Dealer-Manager will provide copies of such books and records to the Company or its authorized persons, at the Company’s expense.

10.2 Independent Contractor. The Dealer-Manager will undertake and discharge its obligations hereunder as an independent contractor. Neither Dealer-Manager nor any of its officers, directors, employees or representatives is or will be an employee of the Company in connection with the performance of Dealer-Manager’s duties hereunder. Dealer-Manager will be responsible for its own conduct and the employment, control, compensation and conduct of its agents and employees, and for any injury to such agents or employees or to others through its agents and employees.

10.3 Notices. All notices provided for or permitted under this Agreement will be deemed effective upon receipt, and will be in writing and (a) delivered personally, (b) sent by commercial overnight courier with written verification of receipt, (c) sent via electronic mail, or (d) sent by certified or registered U.S. mail, postage prepaid and return receipt requested, to the party to be notified, at the address for such party set forth below. Notices to the Dealer-Manager will be sent to the attention of: Chief Compliance Officer, KKR Capital Markets LLC, 30 Hudson Yards, New York, NY 10001. Notices to the Company will be sent to the attention of: KKR Infrastructure Conglomerate LLC, 30 Hudson Yards, New York, NY 10001. Email notices to the Dealer-Manager will be sent to complianceny@kkr.com, and to the Company will be sent to complianceny@kkr.com.

10.4 Dispute Resolution. Whenever either party desires to institute legal proceedings against the other party concerning this Agreement, it will provide written notice to that effect to such other party. The party providing such notice will refrain from instituting said legal proceedings for a period of thirty (30) days following the date of provision of such notice. During such period, the parties will attempt in good faith to amicably resolve their dispute by negotiation among their executive officers.

10.5 Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter hereof. This Agreement may be amended only if such amendment is approved by the vote of a majority of the Directors of the Company.

10.6 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to any conflict of laws or choice of laws rules or principles thereof.

10.7 Counterparts. This Agreement may be executed in two or more counterparts, all of which will constitute one and the same instrument. Each such counterpart will be deemed an original, and it will not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement will be deemed executed by both parties when any one or more counterparts hereof or thereof, individually or taken together, bears the original, scanned or facsimile signatures of each of the parties.

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10.8 Force Majeure. No breach of any obligation of a party to this Agreement (other than obligations to pay amounts owed) will constitute an event of default or breach to the extent it arises out of a cause, existing or future, that is beyond the control and without negligence of the party otherwise chargeable with breach or default, including without limitation: work action or strike; lockout or other labor dispute; flood; war; riot; theft; act of terrorism, earthquake or natural disaster. Either party desiring to rely upon any of the foregoing as an excuse for default or breach will, when the cause arises, give to the other party prompt notice of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice thereof to the other party.

10.9 Severability. Any provision of this Agreement that is determined to be invalid or unenforceable in any jurisdiction will be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. If a court of competent jurisdiction declares any provision of this Agreement to be invalid or unenforceable, the parties agree that the court making such determination will have the power to reduce the scope, duration, or area of the provision, to delete specific words or phrases, or to replace the provision with a provision that is valid and enforceable and that comes closest to expressing the original intention of the parties, and this Agreement will be enforceable as so modified.

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IN WITNESS WHEREOF, the Company and Dealer-Manager have each duly executed this Agreement, as of the day and year above written.

KKR Infrastructure Conglomerate LLC		KKR Capital Markets LLC
By:	/s/ Michael Ryan	By:	/s/ Eric Mogelof
Name:	Michael Ryan	Name:	Eric Mogelof
Title:	Chief Operating Officer	Title:	Partner, Head of Global Client & Partner Group

[Signature Page to K-INFRA Dealer-Manager Agreement]

EX-3.1

Exhibit 3.1

KKR INFRASTRUCTURE CONGLOMERATE LLC

a Delaware Limited Liability Company

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

TABLE OF CONTENTS

		Page
ARTICLE I FORMATION			2
ARTICLE II NAME AND CERTAIN DEFINITIONS			2
Section 2.1	Name		2
Section 2.2	Certain Definitions		2
ARTICLE III POWERS AND PURPOSE			20
Section 3.1	Purpose		20
Section 3.2	No State Law Partnership		20
Section 3.3	Authority		21
ARTICLE IV RESIDENT AGENT AND PRINCIPAL OFFICE			22
ARTICLE V BOARD OF DIRECTORS			23
Section 5.1	Powers		23
Section 5.2	Number and Classification; Director Agreement		23
Section 5.3	Committees		24
Section 5.4	Resignation or Removal		25
Section 5.5	Meetings; Chairman, Vice Chairman and Secretary		25
Section 5.6	Remote Meeting		25
Section 5.7	Compensation		26
Section 5.8	Quorum; Adjournment		26
Section 5.9	Conflicts of Interest		26
Section 5.10	Action Without a Meeting		26
ARTICLE VI OFFICERS			26
Section 6.1	Officers		26
Section 6.2	Delegation of Duties		27
Section 6.3	Officers as Agents		27
ARTICLE VII SHARES; CAPITAL CONTRIBUTIONS			27
Section 7.1	Shares		27
Section 7.2	Establishment of New Classes; Authorized Shares		28
Section 7.3	Capital Contribution by the Class G Member; Powers of Class G Members		30
Section 7.4	Additional Capital Contributions		31

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Section 7.5	Offering of Shares	31
Section 7.6	Admission of Members	31
Section 7.7	Repurchase of Shares	31
ARTICLE VIII CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS		32
Section 8.1	Company Capital	32
Section 8.2	Establishment and Determination of Capital Accounts	32
Section 8.3	Computation of Amounts	33
Section 8.4	Negative Capital Accounts	33
Section 8.5	Adjustments to Book Value	33
Section 8.6	Compliance With Section 1.704-1(b)	34
Section 8.7	Transfer of Capital Accounts	34
ARTICLE IX DISTRIBUTIONS; ALLOCATIONS OF PROFITS AND LOSSES		34
Section 9.1	Generally	34
Section 9.2	Allocation of Profit and Loss	35
Section 9.3	Special Allocations	36
Section 9.4	Amounts Withheld	37
Section 9.5	Tax Allocations: Code Section 704(c)	37
Section 9.6	Allocation of Income and Loss	38
Section 9.7	Preparation of Tax Returns	38
Section 9.8	Tax Elections	38
Section 9.9	Tax Matters	38
Section 9.10	Withholding	39
ARTICLE X RESTRICTION ON TRANSFER AND OWNERSHIP OF UNITS		39
Section 10.1	Resignation of a Member	39
Section 10.2	Assignment	39
Section 10.3	Substitution	40
Section 10.4	Status of an Assigning Member	41
Section 10.5	Further Restrictions on Transfers	41
Section 10.6	Elimination or Modification of Restrictions	41
Section 10.7	Records	42
Section 10.8	Authorization to Redeem KKR Shares	42
Section 10.9	Mandatory Repurchases	42
Section 10.10	Tender Offers	43

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ARTICLE XI MEMBERS, MEETINGS AND VOTING RIGHTS OF THE MEMBERS		43
Section 11.1	Special Meetings of Members	43
Section 11.2	Notice of Meetings	44
Section 11.3	Record Date	44
Section 11.4	Conduct of Meeting	45
Section 11.5	Adjournment	45
Section 11.6	Quorum	46
Section 11.7	Proxies	46
Section 11.8	Member Action Without a Meeting	46
Section 11.9	Limited Voting Rights of the Members	46
ARTICLE XII BOOKS AND RECORDS, REPORTS AND RETURNS		46
Section 12.1	Tax Information	46
Section 12.2	Annual Report	47
Section 12.3	Filings	47
Section 12.4	Method of Accounting	47
ARTICLE XIII MANAGER; ADVISOR		47
Section 13.1	Appointment and Initial Manager; Authorization of Payments to Manager	47
Section 13.2	Supervision of Manager Compensation and the Manager	48
Section 13.3	Management Agreement	48
Section 13.4	Organization and Offering Expenses	48
Section 13.5	Reimbursement for Company Expenses and Expenses of Infrastructure Assets	48
ARTICLE XIV VALUATION		48
Section 14.1	Review of Policies and Procedures	48
Section 14.2	Valuation	48
ARTICLE XV CONFLICTS OF INTEREST		49
Section 15.1	Generally; Specific Authorization	49
Section 15.2	Standards of Conduct	53
Section 15.3	Modification of Duties	54
Section 15.4	Corporate Opportunity; Authorization to Compete	55
Section 15.5	Other Duties	55

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ARTICLE XVI LIABILITY LIMITATION, INDEMNIFICATION AND TRANSACTIONS WITH THE COMPANY		55
Section 16.1	Limitation of Member Liability	55
Section 16.2	Limitation of Liability	56
Section 16.3	Indemnification	56
ARTICLE XVII AMENDMENTS		59
Section 17.1	Amendments Generally	59
Section 17.2	Amendments with the Consent of the Majority of the Members	59
ARTICLE XVIII DURATION AND DISSOLUTION OF THE COMPANY		59
Section 18.1	Duration	59
Section 18.2	Dissolution; Winding Up	59
ARTICLE XIX MISCELLANEOUS		60
Section 19.1	Covenant to Sign Documents	60
Section 19.2	Notices	61
Section 19.3	Entire Agreement	61
Section 19.4	Submission to Jurisdiction	61
Section 19.5	Waiver	62
Section 19.6	Severability	62
Section 19.7	Application of Delaware law	62
Section 19.8	Captions	62
Section 19.9	Number and Gender	63
Section 19.10	Counterparts; Electronic Signature	63
Section 19.11	Waiver of Action for Partition	63
Section 19.12	Waiver of Appraisal Rights	63
Section 19.13	Assignability	63
Section 19.14	Anti-Money Laundering	63
Section 19.15	No Third Party Beneficiaries	63

Schedule A – Share Repurchase Plan

Schedule B – Distribution Reinvestment Plan

Schedule C – Directors

Schedule D – Repurchase Arrangement

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THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time and including any schedules, exhibits, annexes or other documents attached to this Agreement from time to time, this “Agreement”) of KKR Infrastructure Conglomerate LLC (the “Company”) is made and entered into as of September 25, 2023 by the Initial Member (as defined herein), KKR DAV Manager LLC, a Delaware limited liability company, as the Manager (as defined herein), and KKR Group Assets Holdings III L.P., a Delaware limited partnership (“KKR Group Assets Holdings III”) as the sole Class G Member as of the date hereof, and any other Persons who are or hereafter become Members of the Company or parties hereto as provided herein. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Section 2.2 and, unless otherwise specified, article and section references used herein refer to Articles and Section of this Agreement.

WHEREAS, the Company was formed on September 23, 2022, pursuant to, and in accordance with, the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”), by the filing of a Certificate of Formation of the Company with the Secretary of State of the State of Delaware and KKR Group Assets Holdings III’s execution of the Limited Liability Company Agreement of the Company, dated as of September 21, 2022 (the “Original Agreement”);

WHEREAS, the Original Agreement was amended and restated pursuant to that certain Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 25, 2022 (the “A&R Agreement”), executed by KKR Group Assets Holdings III, as the sole member;

WHEREAS, on October 25, 2022, the Company issued 40 Class G Shares (as defined in the A&R Agreement) (the “Original Class G Shares”) to KKR Group Assets Holdings III in exchange for a capital contribution to the Company of $1,000 and, upon the effectiveness of this Agreement, such Original Class G Shares remain issued and outstanding Class G Shares;

WHEREAS, the A&R Agreement was amended and restated pursuant to that certain Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 26, 2023 (the “Second A&R Agreement”), executed by KKR Group Assets Holdings III, as the sole member; and

WHEREAS, the undersigned intend for this Agreement to be the Company’s “limited liability company agreement” (as such term is defined in the Act) and, by their execution of this Agreement, hereby amend and restate the Second A&R Agreement in its entirety.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto, intending to be legally bound hereby amend and restate the Second A&R Agreement in its entirety, and hereby agree as follows:

* * *

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ARTICLE I

FORMATION

The Company has been formed as a Delaware limited liability company by filing its Certificate of Formation with the Secretary of State of the State of Delaware on September 23, 2022, pursuant to and in accordance with the Act. Any Person designated by the Board of Directors as such shall be a designated “authorized person” of the Company within the meaning of the Act and shall execute, deliver and file any amendments and/or restatements of the certificate of formation of the Company and any other certificates (and any amendments and/or restatements thereof) required or permitted to be filed with the Secretary of State of the State of Delaware or necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

ARTICLE II

NAME AND CERTAIN DEFINITIONS

Section 2.1 Name. The name of the Company is “KKR Infrastructure Conglomerate LLC”. The Board of Directors of the Company (the “Board of Directors”) may determine that the Company may use any other designation or name for the Company.

Section 2.2 Certain Definitions. As used in this Agreement, the terms set forth below shall have the following respective meanings:

“Act” is defined in the recitals. All references herein to sections of the Act shall include any corresponding provisions of succeeding law.

“Adjusted Capital Account” means, with respect to any Member for any taxable year or other period, the balance, if any, in such Member’s Capital Account as of the end of such year or other period, after giving effect to the following adjustments:

(a) Credit to such Capital Account any amounts that such Member is obligated to restore or is deemed obligated to restore as described in the penultimate sentence of the Treasury Regulations Section 1.704-2(g)(1) and Regulations Section 1.704-2(i)(5); and

(b) Debit to such Capital Account the items described in the Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations to the extent relevant thereto and shall be interpreted consistently therewith.

“Affiliate” means with respect to a Person (i) any Person directly or indirectly controlling, controlled by, or under common control with such other Person, (ii) any executive officer, employee or general partner of such Person, (iii) any member of the board of directors or board of managers (or bodies performing similar functions) of such Person, and (iv) any legal entity for which such Person acts as an executive officer or general partner; provided, that, it is acknowledged and agreed that (x) KKR and any KKR Vehicles are Affiliates of the Manager and (y) portfolio entities of any KKR Vehicles shall not be deemed Affiliates of the Manager.

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“Agreement” is defined in the preamble.

“Applicable Employees” means employees of KKR that are members of finance, tax, legal, compliance, technology, public affairs, client partners group, client services and operations teams that spend time on Company-related matters and certain of the Company’s officers who devote a significant amount of their time to Company-related matters, such as the Chief Operating Officer.

“A&R Agreement” is defined in the recitals.

“Asset Leasing Fees” means all fees at market rates (net of related expenses) paid directly or indirectly to KKR or any of its Affiliates for Asset Leasing Services in respect of an Infrastructure Asset or for the benefit of any Infrastructure Asset.

“Asset Leasing Services” means services in respect of Infrastructure Assets related to asset leasing arrangements, including assistance with sourcing of leasing opportunities and negotiating financing relating thereto as well as repurposing and maintenance services.

“Assignee” means any Person to whom any Shares have been Assigned, in whole or in part, in a manner permitted by Section 10.2 of this Agreement.

“Assignment” means, with respect to any Shares, the offer, sale, assignment, transfer, gift or other disposition of, such Share, whether voluntarily or involuntarily, by operation of law or otherwise, except that in the case of a bona fide pledge or other hypothecation, no Assignment shall be deemed to have occurred unless and until the secured party has exercised its right of foreclosure with respect thereto; and the terms “Assign”, “Assigned” and “Assigning” have a correlative meaning.

“Audit Committee” means the committee of the Board of Directors described in Section 5.3(b).

“Board of Directors” is defined in Section 2.1.

“Book Value” means, with respect to any Company property, the Company’s adjusted basis for U.S. federal income tax purposes, adjusted from time to time to reflect the adjustments required or permitted by Treasury Regulation Section 1.704-l(b)(2)(iv)(d)-(g).

“Break-Up Fees” means any fee, option, settlement, judgment or other similar compensation or award, net of related expenses, paid to the Manager or any of its Affiliates relating to a potential acquisition by the Company that was not consummated or any other income received by the Company arising from litigation brought by or on behalf of the Company that does not relate to a particular holding; provided that no amount paid to any Senior Advisor, Executive Advisor, Industry Advisor or KKR Advisor by any Person shall be a “Break-Up Fee”; and provided further that if any interest in such potential acquisition would have been issued to any KKR Vehicle or a person whose holding of such interest would have been offered, sold, placed, underwritten, syndicated, solicited or otherwise arranged by a Regulated Broker-Dealer, then only such portion of fees that is fairly allocable, based upon the nature of the transaction giving rise to the fee, to the proposed acquisition by the Company shall be included; and provided further that Break-Up Fees shall exclude the Management Fee, Monitoring Fees, Regulated Broker-Dealer Fees and Transaction Fees, if any.

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“Broken Deal Expenses” means all out-of-pocket fees, costs and expenses fairly allocable to the Company (i) in developing, negotiating and structuring prospective or potential acquisitions that are not ultimately made, including any travel-related costs and expenses incurred in connection therewith (including costs and expenses of accommodations and meals, costs and expenses related to attending trade association meetings, conferences or similar meetings for purposes of evaluating potential acquisition opportunities or developing potential acquisition ideas, trends and themes within industries, sectors or geographies, and, with respect to travel on non-commercial aircraft, costs of travel at a comparable business class commercial airline rate), any deposits or down payments of cash or other property that are forfeited in connection with, or amounts paid as a penalty for not consummating, a proposed acquisition that is not ultimately made, and (ii) for diligence and other services performed by the Manager, its Affiliates, Capstone, their investment professionals, Senior Advisors, Executive Advisors or Industry Advisors in connection with their acquisition activities, including procuring, developing, implementing or maintaining information technology, data subscription and license-based services, research publications, materials, equipment and services, computer software or hardware and electronic equipment, and performing research related to acquisitions, holdings, industries, sectors, geographies or other relevant market, economic, geopolitical or similar data or trends, including risk analysis software, in each case including fees, costs and expenses of the type described in the definition of Company Expenses; provided that for the avoidance of doubt, with respect to any such diligence or other services performed by the Manager pursuant to this clause (ii), the Manager shall only be reimbursed for its out-of-pocket costs and expenses. In determining the amount of Broken Deal Expenses that may be fairly allocable to the Company and to any KKR Vehicles that may participate in acquisitions with the Company, the Manager will take into account such factors as it deems appropriate, including, for example, committed or available capital of the Company and KKR Vehicles, the amount of capital historically held or remaining in similar holdings, and the percentage of similar acquisitions in which the Company or KKR Vehicles have historically participated.

“Capital Account” is defined in Section 8.2.

“Capital Contributions” means the total investment, including the original investment and amounts reinvested pursuant to the DRIP, by a Member or by all Members, as the case may be.

“Capstone” means any or all of KKR Capstone Americas LLC, KKR Capstone EMEA LLP, KKR Capstone EMEA (International) LLP, KKR Capstone Asia Limited, their Affiliates, any entities serving a similar role thereto and their respective subsidiaries.

“Capstone Executives” means the employees of Capstone.

“Capstone Fees” means any amount paid to Capstone for consulting services rendered to KKR, any of its Affiliates, the Company, any KKR Vehicle, any Infrastructure Asset or otherwise.

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“Certificate” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Act.

“Class” means Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class R Shares, Class R-D Shares, Class R-S Shares, Class S Shares, Class U Shares and any other class of Shares that the Board of Directors may create from time to time pursuant to this Agreement. The Investor Shares shall not collectively constitute a separate Class of Shares for purposes of this Agreement.

“Class Designation” is defined in Section 7.2(a).

“Class D Shares” means the Class D Shares issued to the Class D Members having the rights, obligations and terms specified in this Agreement.

“Class D Member” means any Person admitted as an additional member of the Company holding Class D Shares or a substitute member of the Company holding Class D Shares pursuant to the provisions of this Agreement, in each case in its capacity as a member of the Company holding Class D Shares and for so long as such Person continues to hold Class D Shares.

“Class E Member” means any Person admitted as an additional member of the Company holding Class E Shares or a substitute member of the Company holding Class E Shares pursuant to the provisions of this Agreement, in each case in its capacity as a member of the Company holding Class E Shares and for so long as such Person continues to hold Class E Shares.

“Class E Shares” means the Class E Shares issued to the Class E Members having the rights, obligations and terms specified in this Agreement.

“Class F Member” means any Person admitted as an additional member of the Company holding Class F Shares or a substitute member of the Company holding Class F Shares pursuant to the provisions of this Agreement, in each case in its capacity as a member of the Company holding Class F Shares and for so long as such Person continues to hold Class F Shares.

“Class F Shares” means the Class F Shares issued to the Class F Members having the rights, obligations and terms specified in this Agreement.

“Class G Member” means any Person admitted as an additional member of the Company holding Class G Shares or a substitute member of the Company holding Class G Shares pursuant to the provisions of this Agreement, in each case in its capacity as a member of the Company holding Class G Shares and for so long as such Person continues to hold Class G Shares. As of the date of this Agreement, the only Class G Member is KKR Group Assets Holdings III.

“Class G Shares” means the Class G Shares issued to the Class G Members having the rights, obligations and terms specified in this Agreement.

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“Class H Member” means any Person admitted as an additional member of the Company holding Class H Shares or a substitute member of the Company holding Class H Shares pursuant to the provisions of this Agreement, in each case in its capacity as a member of the Company holding Class H Shares and for so long as such Person continues to hold Class H Shares.

“Class H Shares” means the Class H Shares issued to the Class H Members having the rights, obligations and terms specified in this Agreement.

“Class I Member” means any Person admitted as an additional member of the Company holding Class I Shares or a substitute member of the Company holding Class I Shares pursuant to the provisions of this Agreement, in each case in its capacity as a member of the Company holding Class I Shares and for so long as such Person continues to hold Class I Shares.

“Class I Shares” means the Class I Shares issued to the Class I Members having the rights, obligations and terms specified in this Agreement.

“Class R Conversion Rate” means a fraction, the numerator of which is the NAV per Share of Class R Shares and the denominator of which is the NAV per Share of Class I Shares, each calculated as of the most recent month-end.

“Class R Member” means any Person admitted as an additional member of the Company holding Class R Shares or a substitute member of the Company holding Class R Shares pursuant to the provisions of this Agreement, in each case in its capacity as a member of the Company holding Class R Shares and for so long as such Person continues to hold Class R Shares.

“Class R Shares” means the Class R Shares issued to the Class R Members having the rights, obligations and terms specified in this Agreement.

“Class R-D Member” means any Person admitted as an additional member of the Company holding Class R-D Shares or a substitute member of the Company holding Class R-D Shares pursuant to the provisions of this Agreement, in each case in its capacity as a member of the Company holding Class R-D Shares and for so long as such Person continues to hold Class R-D Shares.

“Class R-D Shares” means the Class R-D Shares issued to the Class R-D Members having the rights, obligations and terms specified in this Agreement.

“Class R-S Conversion Rate” means a fraction, the numerator of which is the NAV per Share of Class R-S Shares and the denominator of which is the NAV per Share of Class S Shares, each calculated as of the most recent month-end.

“Class R-S Member” means any Person admitted as an additional member of the Company holding Class R-S Shares or a substitute member of the Company holding Class R-S Shares pursuant to the provisions of this Agreement, in each case in its capacity as a member of the Company holding Class R-S Shares and for so long as such Person continues to hold Class R-S Shares.

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“Class R-S Shares” means the Class R-S Shares issued to the Class R-S Members having the rights, obligations and terms specified in this Agreement.

“Class S Member” means any Person admitted as an additional member of the Company holding Class S Shares or a substitute member of the Company holding Class S Shares pursuant to the provisions of this Agreement, in each case in its capacity as a member of the Company holding Class S Shares and for so long as such Person continues to hold Class S Shares.

“Class S Shares” means the Class S Shares issued to the Class S Members having the rights, obligations and terms specified in this Agreement.

“Class U Conversion Rate” means a fraction, the numerator of which is the NAV per Share of Class U Shares and the denominator of which is the NAV per Share of Class S Shares, each calculated as of the most recent month-end.

“Class U Member” means any Person admitted as an additional member of the Company holding Class U Shares or a substitute member of the Company holding Class U Shares pursuant to the provisions of this Agreement, in each case in its capacity as a member of the Company holding Class U Shares and for so long as such Person continues to hold Class U Shares.

“Class U Shares” means the Class U Shares issued to the Class U Members having the rights, obligations and terms specified in this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” is defined in the preamble.

“Company Expenses” means expenses of the Company’s operations, including, without limitation, expenses incurred by the Company, as well as all fees, costs and expenses fairly allocable to the Company, including: (a) fees, costs and expenses of outside counsel, accountants, auditors, appraisers, valuation experts, consultants, administrators, custodians, depositories, trustees and other similar outside advisors and service providers with respect to the Company and its Infrastructure Assets (including allocable compensation and expenses of Senior Advisors, Executive Advisors and Industry Advisors and allocable fees and expenses of Capstone related to the Company’s activities, and including the cost of any valuation of, or fairness opinion relating to, any Infrastructure Assets or other asset or liability, or potential transaction, of the Company); (b) fees, costs and expenses, including allocable compensation and overhead of Applicable Employees or other KKR personnel, incurred in association with the administration of the Company and its Infrastructure Assets; (c) fees, costs and expenses of identifying, investigating (and conducting diligence with respect to), evaluating, structuring, consummating, holding, monitoring or selling potential and actual Infrastructure Assets, including (i) brokerage commissions, clearing and settlement charges, investment banking fees, bank charges, placement, syndication and solicitation fees, arranger fees, sales commissions and other investment, execution, closing and administrative fees, costs and expenses; (ii) any travel-related costs and expenses incurred in connection therewith (including costs and expenses of accommodations and meals, costs and expenses related to attending trade association meetings,

7

conferences or similar meetings for the purposes of evaluating actual or potential business opportunities, including with respect to travel on non-commercial aircraft, costs of travel at a comparable business class commercial airline rate), including any such expenses incurred in connection with attendance at meetings of the portfolio management committees; (iii) expenses associated with portfolio and risk management, including hedging transactions, currency hedging and other similar arrangements for hedging purposes; (iv) fees, costs and expenses incurred in the organization, operation, administration, restructuring or winding-up, dissolution, liquidation and termination of any entities through which the Company acquires assets; (v) fees, costs and expenses of outside counsel, accountants, auditors, consultants (including Capstone) and other similar outside advisors and service providers incurred in connection with designing, implementing and monitoring participation by Infrastructure Assets in compliance and operational “best practices” programs and initiatives; and (vi) fees, costs and expenses (including allocable compensation and overhead of Applicable Employees or other KKR personnel engaged in the foregoing activities) incurred in connection with assessing and reporting the social and environmental impact and environmental, social and governance performance of Infrastructure Assets and potential Infrastructure Assets (including fees, costs and expenses payable to BSR (formerly, “Business for Social Responsibility”) and/or any similar third-party service provider) and of outside counsel, accountants, auditors, consultants and other similar outside advisors and service providers incurred in connection with designing, implementing and monitoring any impact assessment program; (d) any taxes, fees or other governmental charges levied against the Company or on its income or assets or in connection with its business or operations, including the business or operations of any entities through which the Company invests, and preparation expenses in connection with such governmental charges or to otherwise comply with applicable tax reporting obligations or any legal implementation of such regimes, but excluding any amounts to the extent that the Company has been reimbursed therefor; (e) fees, costs and expenses incurred in connection with any audit, examination, investigation or other proceeding by any taxing authority or incurred in connection with any governmental inquiry, investigation or proceeding, in each case, involving or otherwise applicable to the Company, including the amount of any judgments, settlements, remediation or fines paid in connection therewith, excluding, any fine or penalty paid by KKR or any of its Affiliates to a governmental body of competent jurisdiction on the basis of a finding that KKR or such Affiliate has breached a fiduciary duty to the Company or the Members (for the avoidance of doubt, the foregoing does not include any fine or penalty related to activities taken by KKR or its Affiliates on behalf of the Company); (f) fees, costs and expenses of the Board of Directors and any third-party advisory committees (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; (g) fees, costs and expenses of holding any annual or other information meeting of the Members (including (1) meal, event, entertainment and other similar fees, costs and expenses and (2) travel and accommodation costs of KKR personnel, Senior Advisors, Executive Advisors, Industry Advisors, KKR Advisors and Capstone Executives attending such annual or other information meetings (including with respect to travel on non-commercial aircraft, costs of travel at a comparable business class commercial airline rate)); (h) the portion fairly allocable to the Company of fees, costs and expenses (including allocable compensation and expenses of KKR personnel who are attorneys,

8

accountants and tax advisors or professionals) incurred in connection with legal, regulatory and tax services provided on behalf of the Company, its Infrastructure Assets and compliance with U.S. federal, state or local law or other non-U.S. law or other law and regulation relating to the Company’s activities (including expenses relating to the preparation and filing of 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 the Company engages in activities and/or any other regulatory filings, notices or disclosures of the KKR Advisors and/or their respective Affiliates relating to the Company and its activities); (i) fees, costs and expenses associated with the Company’s administration, including in relation to making distributions to the Members, the administration of assets, financial planning and treasury activities, the preparation and delivery of all of the Company’s financial statements, tax returns and Schedule K-1s (including any successors thereto), reporting on impact and ESG-related matters, subscriptions, distribution notices, other reports and notices and other required or requested information (including the cost of any third-party administrator that provides accounting and administrative services to the Company), fees, costs and expenses incurred to audit such reports, provide access to such reports or information (including through a website or other portal) and any other operational, secretarial or postage expenses relating thereto or arising in connection with the distribution thereof (and including, in each case, technology development and support with respect to such activities, other administrative support therefor and allocable compensation and overhead of KKR personnel engaged in the aforementioned activities and KKR personnel providing oversight of any third-party administrator engaged in the aforementioned activities); (j) principal, interest on and fees, costs and expenses relating to or arising out of all borrowings made by the Company, including fees, costs and expenses incurred in connection with the negotiation and establishment of the relevant credit facility, credit support or other relevant arrangements with respect to such borrowings or related to securing the same by mortgage, pledge or other encumbrance, if applicable; (k) fees, costs and expenses related to the offering of Shares (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 Shares) or a transfer of Shares or repurchase (but only to the extent not paid or otherwise borne by the transferring Member and/or the assignee of the transferring Member, as applicable); (l) fees, costs and expenses incurred in connection with any amendments, restatements or other modifications to, and compliance with the Company’s PPM, the Registration Statement, this Agreement, any other constituent or related documents of the Company, including the solicitation of any consent, waiver or similar acknowledgment from the Members or preparation of other materials in connection with compliance (or monitoring compliance) with such documents; (m) fees, costs and expenses related to procuring, developing, implementing or maintaining information technology, data subscription and license-based services, research publications, materials, equipment and services, computer software or hardware and electronic equipment used in connection with providing services to the Company (including in connection with reporting and valuations), in connection with identifying, investigating (and conducting diligence with respect to) or evaluating, structuring, consummating (including license fees and maintenance costs for workflow technology that facilitates) the closing of acquisitions by, among other things, managing allocations (as between the Company or other relevant persons, conflicts of interest and compliance with law, all in accordance with policies and procedures established by KKR and its Affiliates), holding, monitoring or selling potential and actual Infrastructure Assets, or in

9

connection with obtaining or performing research related to potential or actual acquisitions, industries, sectors, geographies or other relevant market, economic, geopolitical or similar data or trends, including risk analysis software; (n) premiums and fees for insurance for the benefit of, or allocated to, the Company (including directors’ and officers’ liability, errors and omissions or other similar insurance policies, and any other insurance for coverage of liabilities incurred in connection with the activities of, or on behalf of, the Company, including an allocable portion of the premiums and fees for one or more “umbrella” policies that cover the Company, KKR and its Affiliates) and costs of ERISA fidelity bonds; (o) expenses of any actual or potential litigation or other dispute related to the Company or any actual or potential acquisition (including expenses incurred in connection with the investigation, prosecution or defense of litigation and the appointment of any agents for service of process on behalf of the Company) and other extraordinary expenses related to the Company or such acquisitions (including fees, costs and expenses classified as extraordinary expenses under generally accepted accounting principles in the United States) and the amount of any judgments, fines, remediation or settlements paid in connection therewith, 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 the Company, 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; (p) fees, costs and expenses incurred in connection with the dissolution and winding up of the Company; (q) all other costs and expenses of the Company and its Affiliates in connection with the business or operation of the Company and its Infrastructure Assets; and (r) Broken Deal Expenses (excluding such expenses that have been netted against Other Fees). For the avoidance of doubt, Company Expenses may include any of the fees, costs, expenses and other liabilities described above incurred in connection with services provided, or other activities engaged in, by KKR and its Affiliates, in addition to third parties. In determining the amount of Company Expenses that may be fairly allocable to the Company and to any KKR Vehicles that may participate in joint ventures with the Company, the Manager and its Affiliates will take into account such factors as they deem appropriate, including, for example, committed or available capital of the Company and KKR Vehicles, the amount of capital historically held or remaining in a particular holding or similar holdings, the aggregate NAV of the Company and KKR Vehicles and the percentage of similar acquisitions in which the Company or KKR Vehicles have historically participated. The Company will reimburse the Manager or its Affiliates for expenses described above that are incurred prior to the commencement of operations of the Company, including allocable compensation and overhead of KKR personnel involved in the formation and establishment of the Company and its subsidiaries. The Company will bear any extraordinary expenses it may incur, including any litigation expenses.

“Company Group” means, collectively, the Company, any current or former Subsidiary of the Company or any other Person in which the Company or any Subsidiary of the Company currently owns or formerly owned an interest directly or indirectly.

“Company Minimum Gain” means “partnership minimum gain” as defined in the Treasury Regulations Section 1.704-2(b)(2) and as computed in accordance with the Treasury Regulations Section 1.704-2(d).

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“Company Tender Offer” means the Company’s written offer to repurchase Shares from Members (other than pursuant to the Share Repurchase Plan), on such terms and conditions as the Board of Directors, on the recommendation of the Repurchase Committee, may determine from time to time and in its complete and exclusive discretion.

“Controlled Portfolio Company” means a portfolio company of any KKR Vehicle of which the KKR Vehicle (together with KKR or any other KKR Vehicles) holds a majority of the outstanding voting equity, has the right to appoint a majority of the board members (or equivalent managers) or otherwise has the right to exercise majority control by contract.

“DGCL” means the General Corporation Law of the State of Delaware.

“Director” is defined in Section 5.2(a). A Director is hereby designated as a “manager” of the Company within the meaning of Section 18-101(12) of the Act.

“Dissolution Event” is defined in Section 18.2(a).

“Distributor” means KKR Capital Markets LLC, a Delaware limited liability company, or its successor, in the capacity as the distributor of the Company’s Shares.

“DRIP” means the Company’s Distribution Reinvestment Plan, attached hereto as Schedule B, as amended, modified, revised or restated from time to time.

“Electronic Signature” is defined in Section 19.10.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto.

“Executive Advisors” means the individuals providing advisory services to KKR or any of its Affiliates, investment funds, vehicles and accounts sponsored by KKR or any of its Affiliates and the portfolio companies of such funds, vehicles and accounts and who are designated as “Executive Advisors” by KKR.

“Executive Committee” means the committee consisting of at least two (2) members, consisting of officers or Directors of the Company who shall be appointed by the Chief Executive Officer from time to time. As of the date hereof, the Executive Committee shall consist of the Chief Executive Officer and Chief Investment Officer. The Chief Executive Officer may appoint additional members of the Executive Committee, as well as remove any existing members from time to time in his or her discretion.

“Hurdle Amount” for any period during a Reference Period means that amount that results in a 5% annualized internal rate of return on the NAV of Investor Shares outstanding at the beginning of the then-current Reference Period and all Investor Shares issued since the beginning of the then-current Reference Period, calculated in accordance with recognized industry practices and taking into account the timing and amount of all distributions accrued or paid (without duplication) on all such shares but excluding applicable expenses for the servicing and/or distribution fees set forth in the Company’s PPM from time to time.

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The ending NAV of Investor Shares used in calculating the internal rate of return will be calculated before giving effect to any allocation/accrual to the Performance Participation Allocation and applicable expenses for the servicing fee set forth in the Company’s PPM from time to time. For the avoidance of doubt, the calculation of the Hurdle Amount for any period will exclude any Investor Shares repurchased during such period, which Shares will be subject to the Performance Participation Allocation upon repurchase as provided for in the definition of “Performance Participation Allocation.”

Except as provided for in the definition of “Loss Carryforward Amount,” any amount by which the Total Return falls below the Hurdle Amount will not be carried forward to subsequent periods.

The Class H Member will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Company.

“Indemnified Party” means (i) the members of the Board of Directors and (ii) the officers of the Company.

“Independent Director” means a Director who satisfies the director independence tests provided for in Section 303A.02 of the New York Stock Exchange Listed Company Manual, as may be amended from time to time.

“Industry Advisors” means the individuals providing advisory services to KKR or any of its Affiliates, investment funds, vehicles and accounts sponsored by KKR or any of its Affiliates and the portfolio companies of such funds, vehicles and accounts and who are designated as “Industry Advisors” by KKR.

“Infrastructure Assets” means individually and collectively, any entity owned, directly or indirectly through subsidiaries, by the Company, including as the context requires, portfolio companies, holding companies, special purpose vehicles and other entities through which infrastructure assets or businesses will be held.

“Initial Member” means KKR Group Assets Holdings III L.P.

“Initial Offering” means the acceptance of the initial subscription for Shares of the Company by Persons that are not Affiliates of the Manager.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

“Investor Shares” means any Shares that are not KKR Shares.

“KKR” means, collectively, Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership, and its Subsidiaries, but does not mean other Affiliates of Kohlberg Kravis Roberts & Co. L.P., including KKR & Co. Inc. and its controlling stockholder and Subsidiaries, which in turn includes The Global Atlantic Financial Group LLC and its Subsidiaries.

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“KKR Advisor” means individuals who were formerly employed by KKR that are providing advisory services to KKR or any of its Affiliates, investment funds, vehicles and accounts sponsored by KKR or any of its Affiliates and the portfolio companies of such funds, vehicles and accounts and who are designated from time to time as “KKR Advisors” by KKR.

“KKR Group Assets Holdings III” is defined in the preamble.

“KKR Member” means a Class E Member, a Class F Member, a Class G Member, a Class H Member or any other Person admitted as an additional member of the Company holding KKR Shares or a substitute member of the Company holding KKR Shares pursuant to the provisions of this Agreement, in each case in its capacity as a member of the Company holding KKR Shares and for so long as such Person continues to hold KKR Shares.

“KKR Shares” means Class E Shares, Class F Shares, Class G Shares, Class H Shares and any other Class of Shares designated by the Board of Directors as “KKR Shares”.

“KKR Vehicles” means the funds, investment vehicles and accounts managed, now or in the future, by KKR, the Manager or any of their respective Affiliates (excluding for this purpose, KKR proprietary entities), including funds, investment vehicles and accounts pursuing the following strategies: private equity (including growth equity, impact, and core strategies), credit (including (i) leveraged credit strategies, including leveraged loan, high-yield bond, opportunistic credit and revolving credit strategies, and (ii) alternative credit strategies, including special situations and private credit strategies such as direct lending and private opportunistic credit (or mezzanine) investment strategies), and real asset strategies (including real estate, energy and infrastructure strategies).

“Loan Servicing Fees” means any fees or other payments paid to KKR or its Affiliates relating to loan administration services, loan or asset resolution, restructuring and reconstruction and other services (including sourcing) that are provided or performed by asset reconstruction companies, other asset recovery firms, loan administration companies or similar companies.

“Loss” for any period means all items of Company loss, deduction and expense for such period determined according to Section 8.3.

“Loss Carryforward Amount” shall initially equal zero and shall cumulatively increase by the absolute value of any negative annual Total Return and decrease by any positive annual Total Return; provided, that the Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Loss Carryforward Amount will exclude the Total Return related to any Investor Shares repurchased during the applicable Reference Period, which Shares will be subject to the Performance Participation Allocation upon repurchase as provided for in the definition of “Performance Participation Allocation.” For the avoidance of doubt, with respect to Shares repurchased during the applicable Reference Period, the Loss Carryforward Amount shall not include amounts that would have been attributable to such repurchased Shares had such Shares not been repurchased during the applicable Reference Period. The effect of the Loss Carryforward Amount is that the recoupment of past annual Total Return losses will offset the positive annual Total Return for purposes of the calculation of the Performance Participation Allocation. This is referred to as a “High Water Mark.”

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“Management Agreement” means the Management Agreement, dated as of the date hereof, by and among the Company and the Manager, as amended, modified, revised or restated from time to time, and any similar agreement with a successor Manager.

“Management Fee” has the meaning set forth in the Management Agreement.

“Manager” means KKR DAV Manager LLC, a Delaware limited liability company and a wholly owned subsidiary of KKR, or any other Person designated from time to time as the “Manager” of the Company pursuant to the Management Agreement.

“Member Nonrecourse Debt” means “partner nonrecourse debt” as defined in the Treasury Regulations Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with the Treasury Regulations Section 1.704-2(i)(3).

“Member Nonrecourse Deductions” means “partnership nonrecourse deductions” as defined in Treasury Regulations Section 1.704-2(i)(1) and as computed in accordance with the Treasury Regulations Section 1.704-2(i)(2).

For any taxable year or other period, the amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt equals the excess, if any, of the net increase, if any, in the amount of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt over the aggregate amount of any distributions during such year to the Member that bears the economic risk of loss for such Member Nonrecourse Debt to the extent such distributions are from proceeds of such Member Nonrecourse Debt and are allocable to an increase in Member Nonrecourse Debt Minimum Gain, determined according to the provisions of the Treasury Regulations Section 1.704-2(i)(2).

“Members” means the holders of record of Shares admitted to the Company as members of the Company in accordance with this Agreement, in their capacity as members of the Company.

“Membership Interest” means a Member’s rights in one or more Shares at any particular time, including the Member’s right to share in the income, gains, losses, deductions, credits, or similar items of the Company, to receive distributions from the Company, any right to vote or participate in management of the Company and any right to information concerning the business and affairs of the Company provided by this Agreement or the Act.

“Membership List” means a list, in alphabetical order by name, setting forth the name, address and business or home telephone number of, and number of Shares held by, each Member, which list shall be printed on white paper in a readily readable type size (in no event smaller than 10-point type) and shall be updated at least quarterly to reflect any changes in the information contained therein.

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“Monitoring Fee” means any amount paid to the Manager or any of its Affiliates pursuant to a general retainer agreement or as a fee for consulting services rendered by the Manager or any of its Affiliates to, or for the benefit of, an Infrastructure Asset after the initial acquisition of such Infrastructure Asset, including directors’ fees paid to employees of KKR or any of its Affiliates in connection with service on the board of directors (or similar body) of an Infrastructure Asset, but excluding amounts reimbursed with respect to the Infrastructure Asset for out-of-pocket and administrative expenses (such as accounting or legal fees relating to the acquisition of the Infrastructure Asset), Management Fees, Regulated Broker-Dealer Fees, Service Costs, Asset Leasing Fees, Capstone Fees, Loan Servicing Fees and Transaction Fees; provided that no amount paid to any Senior Advisor, Executive Advisor, Industry Advisor or KKR Advisor by any Person shall be a “Monitoring Fee”; and provided further that, if any interest in such Infrastructure Asset is held by any KKR Vehicle or a person whose acquisition of such interest was offered, sold, placed, underwritten, syndicated, solicited or otherwise arranged by a Regulated Broker-Dealer, then only such portion of fees that is fairly allocable to the investment by the Company in such Infrastructure Asset, based upon the nature of the transaction giving rise to the fee, shall be included. For the avoidance of doubt, any directors’ fees paid to Capstone Executives in connection with service on the board of directors (or similar body) of an Infrastructure Asset shall not constitute “Monitoring Fees.”

“NAV” means, for any Shares, the net asset value of such Shares, determined in accordance with Section 14.2.

“Non-Compliant Tender Offer” is defined in Section 10.10.

“Nonrecourse Deductions” has the meaning set forth in the Treasury Regulations Section 1.704-2(b)(1). The amount of Nonrecourse Deductions for a given period equals the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during such period, over the aggregate amount of any distributions during such period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined according to the provisions of the Treasury Regulations Section 1.704-2(c).

“Nonrecourse Liability” has the meaning set forth in the Treasury Regulations Section 1.704-2(b)(3).

“Original Agreement” is defined in the recitals.

“Original Class G Shares” is defined in the recitals.

“Other Fees” means Break-Up Fees, Monitoring Fees and Transaction Fees, in each case net of applicable withholding taxes, VAT or similar taxes and costs related to currency conversion, if any.

“Partnership Representative” is defined in Section 9.9(a).

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“Percentage Interest” means, unless specifically provided otherwise, the percentage ownership interest of any Member determined at any time by dividing the number of Shares owned by a Member by the total outstanding Shares owned by all Members. If specifically provided, the determination of a Member’s Percentage Interest may be made on a Class-by-Class basis by dividing the number of Shares of a particular Class owned by a Member by the total outstanding Shares of such Class owned by all Members.

“Performance Participation Allocation” means the performance participation allocation to be received by the Class H Member equal to 12.5% of the Total Return attributable to Investor Shares subject to a 5% annual Hurdle Amount and a High Water Mark with 100% Catch-Up. Such allocation will be measured and allocated or paid on an annual basis and accrued monthly (subject to pro-rating for partial periods) payable either in cash or in Class F Shares. Specifically, the Class H Member is allocated a Performance Participation Allocation in an amount equal to:

• First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Class H Member equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the Class H Member pursuant to this clause (any such amount, the “Catch-Up”); and

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

The Class H Member will also be allocated a Performance Participation Allocation with respect to all Investor Shares that are repurchased in connection with repurchases of shares in an amount calculated as described above with the relevant period being the portion of the Reference Period for which such share was outstanding, and proceeds for any such share repurchases will be reduced by the amount of any such Performance Participation Allocation.

The Class H Member may elect to receive the Performance Participation Allocation in cash and/or Class F Shares. If the Performance Participation Allocation is paid in Class F Shares, such Class F Shares may be repurchased at the Class H Member’s request and will be subject to the limitations of the Share Repurchase Plan.

“Person” means a natural person, partnership (whether general or limited), limited liability company, trust (including a common law trust, business trust, statutory trust, voting trust or any other form of trust), estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality), custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign.

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“Plan” means any (i) “employee benefit plan” within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA), (ii) “plan” within the meaning of Section 4975(e)(1) of the Code (whether or not subject to Section 4975 of the Code), (iii) insurance general account whose assets are deemed to include assets subject to Title I of ERISA or Section 4975 of the Code under ERISA or the regulations promulgated thereunder, (iv) plan, fund or other similar program that is established or maintained outside the United States which provides for retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment and (v) entity the assets of which constitute, or are deemed to constitute the assets of, any of the foregoing described in clause (i), (ii) or (iii) pursuant to ERISA or otherwise.

“Portfolio Company Service Providers” means an Infrastructure Asset of the Company or portfolio company of a KKR Vehicle engaged by the Company and its Infrastructure Assets to provide some or all of the following services (a) management services with respect to an Infrastructure Asset (i.e., management of operational services); (b) operational services with respect to an Infrastructure Asset (i.e., general management of an Infrastructure Asset’s day to day operations); (c) transaction support services with respect to actual or potential acquisitions (including, without limitation, managing relationships with brokers and other potential sources of acquisitions, identifying and sourcing potential acquisitions, coordinating with investors, assembling relevant information, conducting financial and market analyses and modelling, coordinating closing/post-closing procedures for acquisitions, dispositions and other transactions, coordination of design and development activities, assistance with due diligence, marketing and distribution, overseeing brokers, lawyers, accountants and other advisors, providing in-house legal and accounting services, assistance with due diligence, preparation of project feasibilities, site visits and transaction consulting); (d) corporate support services (including, without limitation, accounts payable, accounting/audit (including valuation support services), account management, insurance, procurement, placement, brokerage, consulting, cash management, finance/budget, corporate secretarial services, data management, directorship services, domiciliation, human resources, information technology/systems support, internal compliance/KYC, judicial processes, legal, operational coordination (i.e., coordination with joint ventures partners), risk management, reporting, tax, tax analysis and compliance (e.g., CIT and VAT compliance), transfer pricing and internal risk control, treasury and valuation services); and (e) loan servicing and management (including, without limitation, monitoring, restructuring and work-out of performing, sub-performing and nonperforming loans, administrative services, and cash management).

“PPM” means the Company’s Confidential Private Placement Memorandum.

“Profit” for any period means all items of Company income and gain for such period determined according to Section 8.3.

“Reference Period” means the applicable calendar year.

“Regulatory Allocations” is defined in Section 9.3(e).

“Registration Statement” means the Company’s registration statement on Form 10 filed with the SEC on September 30, 2022, as amended from time to time.

“Regulated Broker-Dealer” means a U.S. registered broker-dealer or a non-U.S. equivalent thereof.

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“Regulated Broker-Dealer Fees” means any placement, underwriting, syndication, solicitation, arranger, dealer-manager, brokerage or other fees, including discounts, commissions and concessions, paid to a Regulated Broker-Dealer for Regulated Broker-Dealer Services.

“Regulated Broker-Dealer Services” means services rendered by a Regulated Broker-Dealer in connection with the offer, sale, placement, underwriting, syndication, arrangement, structuring, restructuring, purchase, repurchase or exchange of securities or financing, or the effectuation of any securities or financing transactions.

“Repurchase Arrangement” means the Repurchase Arrangement, attached hereto as Schedule D, as adopted by the Board of Directors from time to time with respect to the Company’s repurchase of Class E Shares, as such arrangement may be amended, modified, revised or restated from time to time.

“Repurchase Committee” means the committee consisting of at least three (3) members, consisting of officers or Directors of the Company who shall be appointed by the Board of Directors from time to time. The Board of Directors may appoint additional members of the Repurchase Committee, as well as remove any existing members from time to time.

“SEC” means U.S. Securities and Exchange Commission.

“Second A&R Agreement” is defined in the recitals.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Advisors” means the individuals providing advisory services to KKR or any of its Affiliates, investment funds, vehicles and accounts sponsored by KKR or any of its Affiliates and the portfolio companies of such funds, vehicles and accounts and who are designated as “Senior Advisors” by KKR.

“Service Costs” means any amounts paid to the Manager or any of its Affiliates (or any of their respective employees or agents) by an Infrastructure Asset or any Person through which the Company invests in an Infrastructure Asset for local administration or management services related to such Infrastructure Asset or Person that (i) are determined by the Manager, acting in good faith, to be reasonably necessary in order to achieve beneficial legal, tax or regulatory treatment with respect to the relevant an Infrastructure Asset and (ii) would otherwise be payable to a third party for such services.

“Share Repurchase Plan” means the Share Repurchase Plan, attached hereto as Schedule A, as amended, modified, revised or restated from time to time.

“Shares” is defined in Section 7.1(a). Shares may be Investor Shares or KKR Shares.

“Similar Law” means any U.S. or non-U.S. federal, state, local or other law, regulation or established policy that could cause the underlying assets of the Company to be treated as assets of a Member by virtue of its Shares and thereby subject the Company and such Persons of the Company responsible for the operation of the Company and/or allocation of the Company’s assets (as contemplated under this Agreement) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the Code.

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“Special Approval” means approval by a majority of the Independent Directors, which may include the approval of the Audit Committee.

“Subscription Agreement” means the document that a Person who buys Shares of the Company must execute and deliver with full payment for the Shares; provided, however, that a KKR Member may not be required to execute and deliver a Subscription Agreement in connection with such KKR Member’s acquisition of KKR Shares.

“Subsidiary” means, with respect to any Person, either (i) any corporation, company, joint venture, limited liability company, association or other Person in which such Person owns, directly or indirectly, more than 50% of the outstanding equity securities or interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such Person or (ii) a partnership of which such Person, or a Subsidiary of such Person, is a general partner, and a limited liability company of which such Person, or a Subsidiary of such Person, is a managing member.

“Substitute Member” means any Assignee of Shares who is admitted to the Company as a Member pursuant to Section 10.3 of this Agreement.

“Termination Fee” means a termination fee equal to three (3) times the sum of (i) the average annual Management Fee earned by the Manager and (ii) the average annual Performance Participation Allocation received by KKR during the twenty-four (24)-month period immediately preceding the most recently completed calendar quarter prior to the date of termination of the Management Agreement.

“Total Return” for any period since the end of the prior Reference Period shall equal the sum of:

i. all distributions accrued or paid (without duplication) on Investor Shares outstanding at the end of such period since the beginning of the then-current Reference Period; plus

ii. the change in aggregate NAV of such Investor Shares since the beginning of the Reference Period before giving effect to (x) changes resulting solely from the proceeds of issuances of the Investor Shares, (y) any allocation/accrual to the Performance Participation Allocation and (z) applicable expenses for the servicing and/or distribution fees set forth in the Company’s PPM from time to time (including any payments made to the Company for payment of such expenses).

For the avoidance of doubt, the calculation of the Total Return will (i) include any appreciation or depreciation in the NAV of Investor Shares issued during the then-current Reference Period, (ii) treat any withholding tax on distributions paid by or received by the Company as part of the distributions accrued or paid on Investor Shares, (iii) exclude the proceeds from the initial issuance of such Shares and (iv) exclude any taxes (whether paid, payable, accrued or otherwise) of any intermediate entity through which the Company indirectly invests in a portfolio company, as determined in the good faith judgment of the Manager.

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“Transaction Fee” means all fees (net of related expenses) paid directly or indirectly to the Manager or any of its Affiliates for investment banking or similar services rendered by, or on behalf of, the Manager or any of its Affiliates with respect to an Infrastructure Asset, including closing fees; provided that no amount paid to any Senior Advisor, Executive Advisor, Industry Advisor or KKR Advisor by any Person shall be a “Transaction Fee”; and provided further that if any interest in such Infrastructure Asset is issued to any KKR Vehicle or a person whose acquisition of such interest was offered, sold, placed, underwritten, syndicated, solicited or otherwise arranged by a Regulated Broker-Dealer, then only such portion of fees that is fairly allocable, based upon the nature of the transaction giving rise to the fee, to the acquisition by the Company of such Infrastructure Asset shall be included; and provided further that Transaction Fees shall exclude Management Fees, Capstone Fees, Monitoring Fees, Service Costs, Loan Servicing Fees, Asset Leasing Fees, Break-Up Fees and Regulated Broker-Dealer Fees, if any.

“Treasury Regulations” means the Treasury Regulations promulgated under the Code.

“US GAAP” means the accrual method of accounting in accordance with accounting principles generally accepted in the United States.

ARTICLE III

POWERS AND PURPOSE

Section 3.1 Purpose. The purpose of the Company is to (i) acquire, own and control joint ventures that own majority stakes in Infrastructure Assets as well as, directly or indirectly, majority stakes in Infrastructure Assets, (ii) acquire, own and control joint ventures that own influential yet non-majority stakes in Infrastructure Assets, and (iii) engage in such other lawful business or activity that may be engaged in by a limited liability company formed under the Act, as such businesses or other activities may be determined by the Board of Directors from time to time. The Company intends to operate its business in a manner permitting it to maintain its exclusion from registration under the Investment Company Act, and, notwithstanding anything in this Agreement, the Board of Directors is authorized to cause the Company to take any action in connection with maintaining such exclusion without the consent of any other Person.

Section 3.2 No State Law Partnership. The Company is a Delaware limited liability company that will be treated as a partnership only for U.S. federal income tax purposes, and if applicable, state tax purposes, and no Member shall be deemed to be a partner or joint venturer of any other Member, for any purposes other than U.S. federal income tax purposes and, if applicable, state tax purposes, and this Agreement shall not be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment; provided, however, the Manager may, in its sole discretion and without the consent of any other Person, cause the Company to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes and, if applicable, state income tax purposes.

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Section 3.3 Authority.

(a) By executing the Subscription Agreement and subscribing for Shares, each Member hereby agrees to be bound by the terms of this Agreement and any amendments or supplements thereto or cancellations thereof and authorizes and appoints with full power of substitution as such Member’s true and lawful agent and attorney-in-fact, with full power and authority in such Member’s name, place and stead, the Manager and the Company, and each of their authorized officers and attorneys-in-fact, as the case may be, to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices, as may be required or advisable under the laws of the State of Delaware or any other applicable jurisdiction:

(i) any and all certificates, instruments, agreements or other documents, whether related to this Agreement or otherwise, and any amendment of any thereof (including amendments reflecting the addition of any Person as a Member or any admission or substitution of other Members or the Capital Contribution made by any such Person or by any Member) and any other document, certificate or instrument required to be executed and delivered, at any time, in order to reflect the admission of any Member (including any Substitute Member);

(ii) any other document, certificate or instrument required to reflect any action of the Members duly taken in the manner provided for in this Agreement, whether or not such Member voted in favor of or otherwise consented to such action;

(iii) any other document, certificate or instrument that may be required by any regulatory body or other agency or the applicable laws of the United States, any state or any other jurisdiction in which the Company is doing or intends to do business or that the Board of Directors or the Manager deems necessary or advisable;

(iv) any certificate of dissolution or cancellation of the Certificate that may be reasonably necessary to effect the termination of the Company;

(v) any instrument or papers required to terminate the business of the Company pursuant to Article XVIII hereof; provided, however, that no such attorney-in-fact shall take any action as attorney-in-fact for any Member if such action could in any way increase the liability of such Member beyond the liability expressly set forth in this Agreement or alter the rights of such Member under Section 11.9, unless (in either case) such Member has given a power of attorney to such attorney-in-fact expressly for such purpose;

(vi) all ballots, consents, approvals, waivers, certificates, documents and other instruments that the Board of Directors determines to be necessary or appropriate to (i) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Members hereunder or is consistent with the terms of this Agreement or (ii) effectuate the terms or intent of this Agreement; provided, that when required by Section 11.9 or any other provision of this Agreement that establishes a percentage of the Members or of the Members holding any Class of Shares required to take any action, the Manager and the Company, and each of their authorized officers and attorneys-in-fact, as the case may be, may exercise the power of attorney made in this Section 3.3 only after the necessary vote, consent, approval, agreement or other action of the Members or of the Members holding such Class of Shares; and

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(vii) all elections, in its sole discretion, for U.S. federal, state, local and non-U.S. tax matters in respect of, or on behalf of, the Company.

(b) Nothing contained in this Section 3.3 shall be construed as authorizing the Manager or the Company, or each of their authorized officers or attorneys-in-fact, as the case may be, to amend, change or modify this Agreement except in accordance with Article XVII or as may be otherwise expressly provided for in this Agreement.

(c) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Member and the transfer of all or any portion of such Member’s Shares and shall extend to such Member’s heirs, successors, assigns and personal representatives. Each Member hereby agrees to be bound by any representation made by the Manager or the Company, and each of their authorized officers or attorneys-in-fact, as the case may be, acting in good faith pursuant to such power of attorney; and each Member, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the Manager or the Company, and each of their authorized officers or attorneys-in-fact, as the case may be, taken in good faith under such power of attorney in accordance with this Section 3.3.

(d) Each Member hereby agrees to execute and deliver to the Board of Directors promptly after receipt of the Board of Directors’ written request therefore, such other and further statements of interest and holdings, designations, powers of attorney and other instruments that the Board of Directors deem necessary to comply with any laws, rules or regulations relating to the Company’s activities.

ARTICLE IV

RESIDENT AGENT AND PRINCIPAL OFFICE

The address of the Company’s registered office in the State of Delaware is c/o Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Suite 302, County of New Castle, Wilmington, Delaware 19807. The name of the registered agent at such address is Maples Fiduciary Services (Delaware) Inc. The address of the principal office and place of business of the Company is 30 Hudson Yards, New York, New York 10001 (or at such other address as determined by the Board of Directors with notice to the Members). The Company may have such other offices or places of business as the Board of Directors may from time to time determine.

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ARTICLE V

BOARD OF DIRECTORS

Section 5.1 Powers.

(a) Except as otherwise expressly provided in this Agreement, the Board of Directors shall have complete and exclusive discretion to manage the business and affairs of the Company (including the rights and duties set forth in Article XV of this Agreement) and is authorized to and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes, policies and business of the Company. No Member, by reason of its status as such, shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions specified herein to be voted on or approved by the Members or a specified Class or Classes thereof (if such Member owns Shares of that Class or Classes) or, to the extent not inconsistent with this Agreement, in the Act.

(b) The Company shall have such officers as are provided for in Article VI. The Board of Directors may appoint, employ, or otherwise contract with such other Persons for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board of Directors may delegate to the Manager, the Executive Committee, the Repurchase Committee, any officer of the Company or the Manager, or to any such other Person such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate in its sole discretion.

(c) Except as otherwise provided by the Board of Directors, when the taking of such action has been authorized by the Board of Directors, any Director or officer of the Company or the Manager, or any other person specifically authorized by the Board of Directors, may execute any contract or other agreement or document on behalf of the Company and may execute on behalf of the Company and file with the Secretary of State of the State of Delaware any certificates or filings provided for in the Act.

Section 5.2 Number and Classification; Director Agreement.

(a) Initially, the Board of Directors has six (6) members (the “Directors”), including three (3) Independent Directors and three (3) non-Independent Directors, appointed by Class G Members holding a majority of the outstanding Class G Shares. At least half of the Directors on the Board of Directors will be Independent Directors except for a period of up to 60 days after the death, disability, resignation or removal of an Independent Director pending the appointment of such Independent Director’s successor. The number of Directors may be increased or decreased from time to time by Class G Members holding a majority of the outstanding Class G Shares. Class G Members holding a majority of the outstanding Class G Shares have additional authority over the number of Directors on the Board of Directors, as provided in Section 7.3(b). Each Director shall have the powers and authority of “managers” under the Act; provided that, notwithstanding the last sentence of Section 18-402 of the Act, except as provided in this Agreement or in a resolution of the Board of Directors, a Director may not bind the Company.

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(b) The names of the Directors are set forth in the books and records of the Company. In addition to the books and records of the Company, the names of the Directors are set forth on Schedule C attached to this Agreement.

(c) Subject to Section 5.2(a), Class G Members holding a majority of the outstanding Class G Shares may increase the number of Directors and fill any vacancy, whether resulting from an increase in the number of Directors or otherwise, on the Board of Directors. Any and all vacancies on the Board of Directors may be filled by Class G Members holding a majority of the outstanding Class G Shares.

(d) Except as otherwise provided by law or by this Agreement, Directors shall hold office until their successors are elected and duly qualified or until their earlier death, disability, resignation or removal.

Section 5.3 Committees.

(a) Except as expressly set forth in this Agreement, the Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees, each committee to consist of one or more of the Directors, which, to the extent provided in such resolution or resolutions, shall have and may exercise, subject to applicable law and this Agreement, the powers and authority of the Board of Directors. A majority of all the members of any such committee present in person or represented by proxy shall constitute a quorum for the transaction of business by the committee. A majority of all the members of any such committee present in person or represented by proxy at a meeting at which a quorum exists may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present or represented by proxy at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

(b) The Board of Directors shall have an Audit Committee. Such committee shall have and exercise such power and authority as the Board of Directors shall specify from time to time. Upon consideration of the criteria contained in Section 10A(m)(3) and Rule 10A-3(b)(1) of the Exchange Act, and Section 303A of the NYSE Listed Company Manual, in each case including any amendments, replacements or successors thereto, each Director that is a member of such committee shall be an Independent Director. Each Director that is a member of such committee shall be “financially literate” pursuant to the requirements of Section 303A.07 of the NYSE Listed Company Manual, including any amendments, replacements or successors thereto.

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Section 5.4 Resignation or Removal.

(a) Any Director may resign at any time by giving notice of such Director’s resignation in writing or by electronic transmission to the Chairman of the Board of Directors or the Secretary of the Board of Directors. Any such resignation shall take effect at the time specified therein, or if the time when it shall become effective shall not be specified therein, then it shall take effect immediately upon its receipt by the Company. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(b) Notwithstanding anything in the Agreement or other agreement, document or understanding to the contrary, any Director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by Class G Members holding a majority of the outstanding Class G Shares without the consent of the Board of Directors or any other Person.

Section 5.5 Meetings; Chairman, Vice Chairman and Secretary. The Board of Directors may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by any Chairman of the Board of Directors or, in the absence of a Chairman of the Board of Directors, by any Director on at least 24 hours’ (or less in times of emergency) notice to each Director, either personally or by telephone or by mail, telegraph, telex, cable, wireless or other form of electronic transmission or communication at such time and at such place as shall from time to time be determined by the Board of Directors. Notice of any such meeting need not be given to any Director, however, if waived by such Director in writing or by telegraph, telex, cable, wireless or other form of electronic transmission or communication, or if such Director shall be present at such meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. Directors may participate in a meeting (including in a remote meeting) of the Board of Directors or any committee thereof in person or by proxy granted to another Director. Any such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by law. The Board of Directors may appoint a “Chairman,” “Vice Chairman” and “Secretary” of the Board of Directors, who shall have the powers and perform such duties as provided in this Agreement and as the Board of Directors may from time to time prescribe. At each meeting of the Board of Directors, any Chairman of the Board of Directors or, in the absence of a Chairman of the Board of Directors, a Director chosen by a majority of the Directors present in person or represented by proxy, shall act as chairman of the meeting. In case the Secretary of the Board of Directors shall be absent from any meeting of the Board of Directors, a Director or officer chosen by a majority of the Directors present in person or represented by proxy shall act as secretary of the meeting.

Section 5.6 Remote Meeting. Members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in meetings of the Board of Directors, or any committee thereof, by means of telephone conference or similar communications equipment that allows all Persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

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Section 5.7 Compensation. The Board of Directors shall have the authority to fix the compensation of Directors or to establish policies for the compensation of Directors and for the reimbursement of expenses of Directors, in each case, in connection with services provided by Directors to the Company. The Directors may be paid their expenses, if any, of attendance at meetings of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. Payment of any compensation of Directors may be in cash and/or in Shares, in the discretion of the Board of Directors. No such payment shall preclude any Director from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings, or their service as committee members may be compensated as part of their stated salary as a Director.

Section 5.8 Quorum; Adjournment. Subject to the Section 5.10, at all meetings of the Board of Directors, a majority of the then total number of Directors present in person or represented by proxy shall constitute a quorum for the transaction of business and, except as otherwise provided by law, or this Agreement, the act of a majority of the then total number of Directors (including action by proxy) shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present in person or represented by proxy at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall exist.

Section 5.9 Conflicts of Interest. If a Director elects to abstain from voting on any matter in which he or she has a conflict of interest, the vote of a majority of the then total number of Directors who have not so abstained shall be the act of the Board of Directors.

Section 5.10 Action Without a Meeting. Any action required or permitted to be taken at any meeting by the Board of Directors or any committee thereof, as the case may be, may be taken without a meeting, without prior notice and without a vote if a consent thereto is signed or transmitted electronically, as the case may be, by all members of the Board of Directors or of such committee, as the case may be. After any such action is taken, the writing or writings or electronic transmission or transmissions shall be filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form or shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE VI

OFFICERS

Section 6.1 Officers.

(a) The officers of the Company shall include a “Chief Executive Officer” who shall be appointed by the Board of Directors, and who shall hold office for such terms as shall be determined by the Board of Directors or until his or her earlier death, resignation, retirement, disqualification or removal. Any other officer of the Company shall be selected and designated pursuant to Section 6.1(b). Any vacancies occurring in any office of the Chief Executive Officer shall be filled by the Board of Directors in the same manner as such officers are appointed pursuant to this Section 6.1(a). Any vacancies occurring in any other offices shall be filled pursuant to Section 6.1(b). An officer of the Company may be removed from office with or without cause at any time by either (i) the Board of Directors or (ii) Class G Members holding a majority of the outstanding Class G Shares.

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(b) The Chief Executive Officer may, from time to time as he or she deems advisable, select and designate other officers of the Company and assign titles to any such Persons, including “President,” “Chief Operating Officer,” “Chief Investment Officer,” “Chief Financial Officer,” “General Counsel,” “Chief Legal Officer,” “Chief Administrative Officer,” “Chief Compliance Officer,” “Principal Accounting Officer,” “Vice President,” “Treasurer,” “Assistant Treasurer,” “Secretary,” “Assistant Secretary,” “General Manager,” “Senior Managing Director,” “Managing Director,” “Director” or “Principal.” Any vacancies occurring in any office other than the offices of Chief Executive Officer may be filled by the Chief Executive Officer in the same manner as such officers are appointed and selected pursuant to this Section 6.1.

Section 6.2 Delegation of Duties. Unless the Board of Directors determines otherwise, if a title is one commonly used for officers of a corporation incorporated under the DGCL, the assignment of such title shall constitute the delegation to such Person of the authorities and duties that are normally associated with that office. The Board of Directors may delegate to any officer any of the Board of Director’s powers to the extent permitted by applicable law, including the power to bind the Company. Any delegation pursuant to this Section 6.2 may be revoked at any time by the Board of Directors.

Section 6.3 Officers as Agents. The officers, to the extent of their powers set forth under applicable law or this Agreement or otherwise vested in them by action of the Board of Directors not inconsistent with applicable law or this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the officers taken in accordance with such powers shall bind the Company.

ARTICLE VII

SHARES; CAPITAL CONTRIBUTIONS

Section 7.1 Shares.

(a) A Member’s Membership Interest in the Company shall be represented by the “Share” or “Shares” held by such Member. The number of Shares of each Class outstanding are set forth in the books and records of the Company. Shares will be offered at an initial purchase price of $25 per Share for each class of Investor Shares in the Initial Offering and thereafter on a monthly basis at NAV per Share (measured as of the end of the immediately preceding month). Notwithstanding any other provision of this Agreement, including Article XVII, Classes of Investor Shares shall be subject to such sales loads, servicing fees, distribution fees, dealer manager fees, commissions, other fees, and minimum investment requirements described below, as may be determined by the Board of Directors from time to time in its sole discretion and set forth in the Company’s PPM.

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(b) Class E Shares, Class F Shares, Class G Shares and Class H Shares are not subject to the Management Fee or the Performance Participation Allocation. Subject to the terms of any Class Designation (as defined below), any other Class of KKR Shares established pursuant to this Agreement after the date hereof will not be subject to the Management Fee or the Performance Participation Allocation.

(c) For as long as the Management Agreement has not been terminated, the Class H Members may receive a Performance Participation Allocation from the Company.

(d) Subject to any applicable minimum investment requirements, the Board of Directors may accept subscriptions for fractional Shares.

(e) Each Class R Share held by a Class R Member shall automatically and without any action on the part of the Class R Member, the Board of Directors or any other Person thereof convert into a number of Class I Shares equal to the number of Class R Shares held by such Class R Member multiplied by the Class R Conversion Rate if the aggregate subscriptions of Shares by Members and other investors who subscribe, directly or indirectly, to the Company through the same intermediary as the Class R Member is less than $100 million during the 12-month period following the Initial Offering. Simultaneously with any such conversion, the applicable Class R Member will automatically and without any action on the part of such Class R Member or any other Person be admitted to the Company as a Class I Member and shall cease to be a Class R Member.

(f) Each Class R-S Share held by a Class R-S Member shall automatically and without any action on the part of the Class R-S Member, the Board of Directors or any other Person thereof convert into a number of Class S Shares equal to the number of Class R-S Shares held by such Class R-S Member multiplied by the Class R-S Conversion Rate if the aggregate subscriptions of Shares by Members and other investors who subscribe, directly or indirectly, to the Company through the same intermediary as the Class R-S Member is less than $100 million during the 12-month period following the Initial Offering. Simultaneously with any such conversion, the applicable Class R-S Member will automatically and without any action on the part of such Class R-S Member or any other Person be admitted to the Company as a Class S Member and shall cease to be a Class R-S Member.

(g) Each Class U Share held by a Class U Member shall automatically and without any action on the part of the Class U Member, the Board of Directors or any other Person thereof convert into a number of Class S Shares equal to the number of Class U Shares held by such Class U Member multiplied by the Class U Conversion Rate if the aggregate subscriptions of Shares by Members and other investors who subscribe, directly or indirectly, to the Company through the same intermediary as the Class U Member is less than $100 million during the 12-month period following the Initial Offering. Simultaneously with any such conversion, the applicable Class U Member will automatically and without any action on the part of such Class U Member or any other Person be admitted to the Company as a Class U Member and shall cease to be a Class U Member.

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Section 7.2 Establishment of New Classes; Authorized Shares.

(a) In addition to the Class D Shares, the Class E Shares, the Class F Shares, the Class G Shares, the Class H Shares, the Class I Shares, the Class R Shares, the Class R-D Shares, the Class R-S Shares, the Class S Shares and the Class U Shares, the Board of Directors may, without the consent of any other Person, cause the Company to (i) create additional Classes of Shares, including Investor Shares and KKR Shares, having such terms, rights, designations, preferences, powers and duties (which rights or powers may be senior to existing Classes of Shares), as the Board of Directors shall determine, including, without limitation: (A) the right of any such Class of Shares to share in Company distributions; (B) the allocation to any such Class of Shares of items of Company income, gains, losses, deductions and credits; (C) the rights of any such Class of Shares upon dissolution of the Company; and (D) the right of any such Class of Shares to vote on matters relating to the Company and this Agreement and, (ii) issue Shares of any Class, including Investor Shares and KKR Shares, for such consideration, if any, as the Board of Directors may deem appropriate; provided, however, that the Board of Directors shall not effect any issuance of any additional Class G Shares or create any additional Classes of Shares, including Investor Shares and KKR Shares, with (I) any terms, rights, designations, preferences, powers or duties pari passu or senior to the terms, rights, designations, preferences, powers or duties of the Class G Shares (including, without limitation, those terms, rights, designations, preferences, powers and duties contemplated by Sections 5.2, 5.4, 6.1, 7.3, 11.1 and 11.8 of this Agreement), or (II) any voting rights different from voting rights granted to holders of any Class of Shares created and existing on the date hereof, without obtaining the prior written consent of Class G Members holding a majority of the outstanding Class G Shares. The Members understand and agree that, except as otherwise provided for in this Section 7.2(a) or any other section of this Agreement, rights afforded to any additional Class of Shares (including, without limitation, rights to Company distributions) may be senior to and result in a reduction and/or dilution in the rights of then outstanding Shares. In connection with the creation of any additional Class of Shares, the Board of Directors shall, without the consent of any other Person, approve a Class designation (a “Class Designation”) setting forth the terms of such Class of Shares and, notwithstanding Section 17.2, may, without the consent of any other Person, amend this Agreement to reflect the terms of such Class of Shares. Any such Class Designation shall be attached as an annex to this Agreement.

(b) Subject to Section 7.2(a), the Board of Directors may cause the Company to issue any number of Shares of any Class, including KKR Shares and Investor Shares, without the consent of any Person; provided that no Class G Shares will be issued without the approval of the Class G Members representing a majority of the Class G Shares. Subject to the terms of any Class Designation and except as provided in Section 7.2(a), each Class of Investor Shares will have the same voting rights.

(c) As set forth in the Management Agreement, the Management Fee may be paid, at the Manager’s election in cash or Class F Shares. To the extent that the Manager elects to receive any portion of the Management Fee in Class F Shares, the Company may repurchase such Class F Shares from the Manager pursuant to the Share Repurchase Plan.

(d) To the extent that the Class H Member elects to receive any portion of the Performance Participation Allocation in Class F Shares, the Company may repurchase such Class F Shares from the Class H Member pursuant to the Share Repurchase Plan.

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Section 7.3 Capital Contribution by the Class G Member; Powers of Class G Members.

(a) As of the date hereof, the Initial Member, being the sole Class G Member on the date hereof, has made a Capital Contribution to the Company of $1,000 in exchange for the Company’s issuance to such Class G Member as of the date hereof of 40 Class G Shares. Subject to applicable law and except as may otherwise be agreed by the Company and such Class G Member, such Class G Member shall have no obligation to make any further capital contributions to the Company.

(b) Without limiting any other provision of this Agreement that sets forth the right, preferences and powers of the Class G Shares, Class G Members holding a majority of the outstanding Class G Shares shall have the following rights, preferences and powers:

(i) to increase or decrease the number of Directors constituting the entire Board of Directors, as provided in Section 5.2(a);

(ii) to appoint and elect the Directors and fill any vacancy, whether resulting from an increase in the number of Directors or otherwise, on the Board of Directors, as provided in Section 5.2(c);

(iii) to remove any Director from office at any time, with or without cause, without the consent of the Board of Directors or any other Person, pursuant to Section 5.4;

(iv) to remove any officer of the Company from office with or without cause at any time, pursuant to Section 6.1(a); and

(v) to call a special meeting of the Members, as provided in Section 11.1.

(c) Except for the Class G Shares, no Class of Shares will have any rights, powers or preferences with respect to determining the number of Directors constituting the entire Board of Directors or the appointment, election, or removal of any Directors or officers of the Company.

(d) Neither the Company nor the Board of Directors shall take any of the following actions without the consent of Class G Members holding a majority of the outstanding Class G Shares:

(i) effect any issuance of any additional Class G Shares or the creation of any Class of Shares with (I) any terms, rights, designations, preferences, powers or duties pari passu or senior to the terms, rights, designations, preferences, powers or duties of the Class G Shares (including, without limitation, those terms, rights, designations, preferences, powers and duties contemplated by Sections 5.2, 5.4, 6.1, 7.3, 11.1 and 11.8 of this Agreement), or (II) any voting rights different from voting rights granted to holders of any Class of Shares created and existing on the date hereof; or

(ii) make any amendment of this Agreement pursuant to Section 17.1 or Section 17.2.

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Section 7.4 Additional Capital Contributions. Subject to applicable law and except as otherwise provided in this Agreement or any Class Designation or as agreed by the Company and such Member, no Member shall be required to make any Capital Contribution in addition to the purchase price paid for such Member’s Shares.

Section 7.5 Offering of Shares. Except as otherwise provided in this Agreement, the Board of Directors shall have sole and complete discretion in determining the terms and conditions of the offer and sale of Shares and are hereby authorized and directed to do all things which the Board of Directors deems to be necessary, convenient, appropriate and advisable in connection therewith, including and the execution or performance of agreements with selling agents and others concerning the marketing of the Shares, all on such basis and upon such terms as the Board of Directors shall determine.

Section 7.6 Admission of Members.

(a) No action or consent by any Members shall be required for the admission of Members to the Company. Subscriptions will be accepted or rejected by the Board of Directors or an officer of the Company duly authorized by the Board of Directors and, if rejected, all funds shall be returned to such subscribers. The Board of Directors or an officer of the Company duly authorized by the Board of Directors may refuse to accept subscriptions for Shares and contributions tendered therewith for any reason whatsoever.

(b) A Person, other than a prospective KKR Member, shall be admitted as a Member and shall automatically be bound by this Agreement as a party hereto effective as at such time as determined by the Company and following (i) the execution by such Person of a Subscription Agreement or a counterpart thereof and (ii) such Person’s Subscription Agreement is accepted by the Company in the manner described therein. A prospective KKR Member shall be admitted to the Company as a Class E Member, Class F Member, Class G Member and/or Class H Member, as applicable, effective as at such time as determined by the Company and following the execution by such Person of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement or a Subscription Agreement; provided, however, that the admission of a new Class G Member shall require the approval of Class G Members holding a majority of the outstanding Class G Shares.

Section 7.7 Repurchase of Shares.

(a) The Share Repurchase Plan in effect as of the date hereof is attached as Schedule A. Except as otherwise provided in this Agreement, no Member or other Person holding any Shares will have the right to resign, withdraw, tender to the Company for repurchase or submit their Shares for repurchase by the Company of any such Shares. The Board of Directors, on the recommendation of the Repurchase Committee, may from time to time, and in its complete and exclusive discretion and on such terms as it may determine, cause the Company to offer to repurchase Shares from Members pursuant to the Share Repurchase Plan or Company Tender Offers.

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(b) Class E Shares are not subject to the Share Repurchase Plan, including any repurchase limitations set forth therein. Class E Shares may be repurchased by the Company pursuant to the Repurchase Arrangement adopted by the Board of Directors. The Repurchase Arrangement in effect as of the date hereof is attached as Schedule D to this Agreement. The Board of Directors may, without the consent of any Person, amend, modify, revise or restate the Repurchase Arrangement from time to time and any such amendment, modification, revision or restatement of the Repurchase Arrangement shall not constitute an amendment to this Agreement; provided, however that any such amendment, modification, revision or restatement that applies to Class E Shares shall require approval of the Class E Members holding a majority of the outstanding Class E Shares.

(c) The Repurchase Committee shall have and exercise such power and authority as the Board of Directors shall specify from time to time. The responsibilities of the Repurchase Committee will include recommending to the Board of Directors (i) whether to accept the recommendation from the Manager with respect to Company Tender Offers and (ii) any other matters related to share repurchases.

ARTICLE VIII

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

Section 8.1 Company Capital. No Member shall be paid interest on any Capital Contribution to the Company or on such Member’s Capital Account, and no Member shall have any right (i) to demand the return of such Member’s Capital Contribution or any other distribution from the Company (whether upon resignation or otherwise), except upon dissolution of the Company pursuant to Section 18.2 hereof or pursuant to the Share Repurchase Plan or the Repurchase Arrangement, as applicable, (ii) to cause a partition of the Company’s assets, or (iii) to own or use any particular or individual assets of the Company.

Section 8.2 Establishment and Determination of Capital Accounts. A capital account (“Capital Account”) shall be established for each Member. The Capital Account of each Member shall consist of his, her or its Capital Contribution and shall be (i) increased by (a) the amount of any Company liabilities that are assumed by such Member, and (b) such Member’s share of Profits allocated to such Member pursuant to Section 9.2, (ii) decreased by (a) such Member’s share of Losses allocated to such Member pursuant to Section 9.2 and (b) any distributions to such Member (net of liabilities assumed by such Member and liabilities to which such property is subject) and (iii) adjusted as otherwise required by the Code and the regulations thereunder, including the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Any references in this Agreement to the Capital Account of a Member shall be deemed to refer to such Capital Account as the same may be increased or decreased from time to time as set forth above. In furtherance of the foregoing and in accordance with Treasury Regulations Section 1.1061-3(c)(3)(ii)(B), the Company shall, (i) calculate separate allocations attributable to (A) the Performance Participation Allocation and any other distribution entitlements that are not commensurate with capital contributed to the Company, and (B) any distribution entitlements of the Members that are commensurate with capital contributed to the Company (in each case, within the meaning of Treasury Regulations Section 1.1061-3(c)(3)(ii)(B) and as reasonably determined by the Company), and (ii) consistently reflect each such allocation in its books and records.

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Section 8.3 Computation of Amounts. For purposes of computing the amount of any item of income, gain, loss, deduction or expense to be reflected in Capital Accounts, the determination, recognition and classification of each such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes; provided that:

(i) any income that is exempt from U.S. federal income tax shall be added to such taxable income or losses;

(ii) any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), shall be subtracted from such taxable income or losses;

(iii) if the Book Value of any Company property is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(e) (in connection with a distribution of such property) or (f) (in connection with a revaluation of Capital Accounts), then the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property;

(iv) if property that is reflected on the books of the Company has a Book Value that differs from the adjusted tax basis of such property, then depreciation, amortization and gain or loss with respect to such property shall be determined by reference to such Book Value; and

(v) the computation of all items of income, gain, loss, deduction and expense shall be made without regard to any election pursuant to Section 754 of the Code that may be made by the Company, unless the adjustment to basis of Company property pursuant to such election is reflected in Capital Accounts pursuant to Treasury Regulation Section 1.704-l(b)(2)(iv)(m).

Section 8.4 Negative Capital Accounts. No Member shall be required to pay to the Company or any other Member any deficit or negative balance which may exist from time to time in such Member’s Capital Account.

Section 8.5 Adjustments to Book Value. The Company shall adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section l.704-l(b)(2)(iv)(f) as of the following times: (a) at the Board of Directors’ discretion, in connection with the issuance of Shares and the computation of NAV; (b) at the Board of Directors’ discretion, in connection with the distribution by the Company to a Member of more than a de minimis amount of Company assets, including cash, if as a result of such distribution, such Member’s interest in the Company is reduced (including a redemption); and (c) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1 (b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset made pursuant to Section 8.5(a) or (b) shall, as a matter of administrative convenience, occur on a quarterly basis to take into consideration the contributions by and distributions to Members over the course of a given quarter. Furthermore, any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Members under Section 9.2 (determined immediately prior to the issuance of the new Shares or the distribution of assets in an ownership reduction transaction).

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Section 8.6 Compliance With Section 1.704-1(b). The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Treasury Regulations, and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board of Directors determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or any Member), are computed in order to comply with such regulations, the Board of Directors may make such modification, provided that it is not likely to have a material effect on the amount distributable to any Member pursuant to Section 9.1 on the dissolution of the Company. The Board of Directors also shall (a) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulation Section 1.704-1(b)(iv)(g), and (b) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulation Section 1.704-1(b).

Section 8.7 Transfer of Capital Accounts. The original Capital Account established for each substituted Member shall be in the same amount as the Capital Account of the Member (or portion thereof) to which such substituted Member succeeds, at the time such substituted Member is admitted to the Company. The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of the transfer of Shares. Any reference in this Agreement to a Capital Contribution of or distribution to a Member that has succeeded any other Member shall include any Capital Contributions or distributions previously made by or to the former Member on account of its Shares.

ARTICLE IX

DISTRIBUTIONS; ALLOCATIONS OF PROFITS AND LOSSES

Section 9.1 Generally.

(a) Subject to the provisions of Sections 18-607 and 18-804 of the Act and the payment or allocation of the Performance Participation Allocation, the Board of Directors shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention of, or payment to third parties of, such funds or reserves as the Board of Directors deems necessary with respect to anticipated business needs of the Company which shall include (but not by way of limitation) the payment or the making of provision for the payment when due of Company obligations, including the payment of any management or administrative fees and expenses or any other obligations.

(b) Company distributions may exceed Company earnings and cash flow from operating activities and may be paid from borrowings, offering proceeds and other sources.

(c) Subject to the rights of any holders of Shares specified in any Class Designation and the terms of any Class of Shares specified herein or in any Class Designation, distributions of cash shall be paid to the holders of record of such Shares as of the applicable record date established by the Board of Directors pursuant to Section 11.3(c) pro rata in proportion to their respective Percentage Interests on such record date.

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(d) Cash distributions to holders of Shares pursuant to Section 9.1(c) are subject to the terms of the DRIP and such cash distributions will automatically be reinvested under the DRIP in additional whole and fractional Shares unless such holders have elected in their Subscription Agreement to receive distributions in cash. Members may terminate their participation in the DRIP with prior written notice to the Company. Under the DRIP, distributions in respect of Shares are reinvested in Shares of the same Class for a purchase price equal to the most recently available NAV per Share.

(e) The DRIP in effect as of the date hereof is attached as Schedule B to this Agreement. The Board of Directors may, without the consent of any Person, amend, modify, revise or restate the DRIP from time to time and any such amendment, modification, revision or restatement of the DRIP shall not constitute an amendment to this Agreement.

(f) Notwithstanding anything to the contrary contained in this Agreement, no distribution shall be made to a Member if and to the extent that such distribution would violate the Act or other applicable law.

Section 9.2 Allocation of Profit and Loss.

(a) For each fiscal year of the Company, after adjusting each Member’s Capital Account for all Capital Contributions and distributions during such fiscal year and all special allocations pursuant to Section 9.3 with respect to such fiscal year, all Profits and Losses (including special allocations of distribution fees and other than Profits and Losses specially allocated pursuant to Section 9.3) shall be allocated to the Members’ Capital Accounts in a manner such that, as of the end of such fiscal year, the Capital Account of each Member (which may be either a positive or negative balance) shall be equal to the amount which would be distributed to such Member if the Company were to liquidate all of its assets for the Book Value thereof and distributed the proceeds thereof pursuant to the order of priorities set forth herein, minus such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical liquidation of the Company’s assets.

Notwithstanding the foregoing, the Manager may make such allocations as it deems reasonably necessary to give economic effect to the provision of this Agreement, taking into account such facts and circumstances as it deems reasonably necessary for this purpose.

(b) The Company shall separately track and reflect on its books and records Company Expenses allocable to a single Class (including, for the avoidance of doubt, the Management Fee), as determined by the Manager in good faith, and allocate such Company Expenses to such Class.

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Section 9.3 Special Allocations. Notwithstanding the provisions of Section 9.2:

(a) Nonrecourse Deductions shall be allocated to the Members, pro rata in proportion to the value of their respective interests in the Company, as determined by the Board of Directors. If there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g) (subject to the exceptions thereunder). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

(b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated items of taxable income or gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (subject to the exceptions thereunder). Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), items of taxable income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(d) No allocation of Loss shall be made pursuant to Section 9.2 to the extent that it causes or increases a deficit balance in any Member’s Adjusted Capital Account. To the extent any allocation of Loss would cause the Adjusted Capital Account balance of any of the Members to have a deficit balance, such Loss shall be allocated to the Members with positive balances in their Adjusted Capital Accounts in proportion with such relative positive Adjusted Capital Account balances.

(e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704.

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Notwithstanding any other provisions of this Section 9.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Section 9.4 Amounts Withheld. All amounts withheld pursuant to Section 9.10 from any distribution to a Member shall be treated as amounts distributed to such Member pursuant to Section 9.1 for all purposes under this Agreement.

Section 9.5 Tax Allocations: Code Section 704(c).

(a) The income, gains, losses, deductions and expenses of the Company shall be allocated, for U.S. federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and expenses among the Members for computing their Capital Accounts, except that if any such allocation is not permitted by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and expenses shall be allocated among the Members so as to reflect as nearly as possible the allocations set forth herein in computing their Capital Accounts. Notwithstanding the foregoing, the Manager in its sole discretion shall make such allocations for tax purposes as may be needed to ensure that allocations are in accordance with the interests of the Members and in a manner intended to give economic effect to the provisions of this Agreement, within the meaning of the Code and the Treasury Regulations thereunder. The Board of Directors shall determine all matters concerning allocations for U.S. federal, state, local or non-U.S. tax purposes not expressly provided for herein in its sole discretion. In the event that the Company’s Shares are repurchased pursuant to Sections 7.7, 10.8 or 10.9 of this Agreement, the Board of Directors may specially allocate additional items of ordinary income or loss or capital gain (including short-term capital gain) or loss to a withdrawing Member insofar as is possible to reduce the difference, if any, between the aggregate amounts allocated to such Member’s Capital Account and the aggregate amount of tax items allocated to such Member. For purposes of the foregoing, the Board of Directors may determine that an equitable method of allocation includes, without limitation, an allocation (i) pro rata based on the relative differences between amounts allocated to the Capital Accounts and the aggregate amounts of tax items allocated to the relevant Members, or (ii) solely to the relevant Members with the greatest such differences (taking into account such allocations).

(b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, deduction and expense with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution using any reasonable method (including the “traditional method”) provided for in the Treasury Regulations as selected by the Board of Directors in its sole discretion.

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(c) If the Book Value of any Company asset is adjusted pursuant to Section 8.5, subsequent allocations of items of taxable income, gain, loss, deduction and expense with respect to such asset shall take account of any variation between the adjusted basis of such asset for U.S. federal income tax purposes and its Book Value in the same manner as under Code Section 704(c). Any elections or other decisions relating to such allocations shall be made by the Board of Directors in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 9.5 are solely for purposes of U.S. federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provisions of this Agreement.

Section 9.6 Allocation of Income and Loss. All items of income, gain, loss, deduction, and credit allocable to any interest in the Company shall be allocated on a monthly basis based upon the results of Company operations during such month, without regard to whether cash distributions were made to the Member during such calendar month; however, such allocation shall be made in accordance with a method permissible under Code Section 704(c) and the regulations thereunder.

Section 9.7 Preparation of Tax Returns. The Board of Directors shall arrange for the preparation and timely filing of all returns with respect to Company income, gains, deductions, losses and other items required of the Company for U.S. federal and state income tax purposes and shall use all reasonable effort to furnish the tax information reasonably required by Members for U.S. federal and state income tax reporting purposes pursuant to Section 12.

Section 9.8 Tax Elections. Except as otherwise provided herein, the Manager shall, in its sole discretion, determine whether to make any available election pursuant to the Code. The Manager shall have the right to seek to revoke any such election, including any election related to the matters described in Section 3.2 upon the Manager’s determination in its sole discretion.

Section 9.9 Tax Matters.

(a) The Board of Directors shall designate the “partnership representative” (the “Partnership Representative”) within the meaning of Section 6223(a) of the Code with respect to operations conducted by the Company pursuant to this Agreement. The Partnership Representative, subject to prior approval by the Board of Directors, is authorized and required to represent the Company (at the expense of the Company) in connection with all examinations of the affairs of the Company by any U.S. federal, state or local tax authorities, including any resulting administrative and judicial proceedings, to expend funds of the Company for professional services and costs associated therewith and may act as or appoint an individual to act as a “designated individual” on behalf, and subject to the direction and control, of the Partnership Representative in accordance with Treasury Regulations Section 301.6223-1. The Partnership Representative, subject to prior approval by the Board of Directors, shall be authorized to take any actions necessary under the Code (or any similar state, local or non-U.S. law) that it deems appropriate in its sole discretion, including making an election under Section 6226(a) of the Code with respect to any imputed underpayment. This Section 9.9 shall survive the dissolution, winding-up and termination of the Company, and each Member’s obligations pursuant to this Section 9.9 shall survive such Member’s ceasing to be a Member of the Company.

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Section 9.10 Withholding. Each Member hereby indemnifies the Company for and authorizes the Company to withhold from or pay on behalf of or with respect to such Member any amount of U.S. federal, state, local or non-U.S. taxes that the Board of Directors determines, in its sole discretion, that the Company is required to withhold or pay with respect to any amount distributable to such Member pursuant to this Agreement, including any taxes required to be withheld or paid by the Company, including pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 or 6226 of the Code. This Section 9.10 shall survive the dissolution, winding-up and termination of the Company, and each Member’s obligations pursuant to this Section 9.10 shall survive such Member’s ceasing to be a Member of the Company.

ARTICLE X

RESTRICTION ON TRANSFER AND OWNERSHIP OF UNITS

Section 10.1 Resignation of a Member. Other than as provided in Section 10.8 with respect to KKR Members, a Member may resign from the Company only by having all of such Member’s Shares repurchased pursuant to Section 10.9 or pursuant to the Share Repurchase Plan, Company Tender Offers or the Repurchase Arrangement, as applicable, or by assigning all of such Member’s Shares in accordance with this Article X. The resignation of a Member shall not, in and of itself, dissolve or terminate the Company. In the event that a Member ceases to be a member of the Company because of death, legal incompetence, dissolution or other termination, the estate, legal representative or successor of such Member shall be deemed to be the Assignee of the Shares of such Member and may become a Substitute Member only upon compliance with the provisions of Section 10.3. Notwithstanding any provision in this Agreement to the contrary, no Class G Share may be redeemed, repurchased, Assigned, or otherwise transferred without the prior written consent of the KKR Member that is the holder thereof; and any purported redemption, repurchase, Assignment or other transfer without such consent shall be null and void to the fullest extent permitted by law.

Section 10.2 Assignment.

(a) Subject to the provisions of Sections 10.2(b) and (c), 10.3 and 10.5 of this Agreement, any Member may Assign all or any portion of the Shares owned by such Member to an Assignee; provided, that:

(i) such Member and such Assignee shall each execute a written Assignment instrument, which shall:

(A) set forth the terms of such Assignment;

(B) evidence the acceptance by the Assignee to be bound by all of the terms and provisions of this Agreement;

(C) include a representation by both such Member and such Assignee that such Assignment was made in accordance with all applicable laws and regulations (including such minimum investment and investor suitability requirements as may then be applicable under state securities laws); and

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(D) otherwise be satisfactory in form and substance to the Board of Directors.

(b) Notwithstanding the foregoing, unless the Board of Directors shall specifically consent, which consent shall not be unreasonably withheld, no Shares may be Assigned:

(i) to a minor or incompetent (unless a guardian, custodian or conservator has been appointed to handle the affairs of such Person);

(ii) to any Person if such Assignment would affect the Company’s existence or qualification as a limited liability company under the Act or the applicable laws of any other jurisdiction in which the Company is then conducting business;

(iii) to any Person not permitted to be an Assignee under applicable law, including applicable federal and state securities laws;

(iv) if such Assignment would result in the transfer of less than 1 Share (unless such Assignment is of all of the Shares owned by such Member);

(v) if such Assignment would result in the retention by such Member of less than 1 Share; or

(vi) if, in the reasonable belief of the Board of Directors, such Assignment might violate applicable law.

Notwithstanding the foregoing, no Shares may be Assigned if, in the determination of the Board of Directors, such Assignment would not be in the best interests of the Company. To the fullest extent permitted by law, any attempt to make any Assignment of Shares in violation of this Section 10.2(b) shall be null and void ab initio.

(c) Assignments made in accordance with this Section 10.2 shall be considered consummated upon satisfaction or waiver of all of the conditions of this Section 10.2 shall have been satisfied.

Section 10.3 Substitution.

(a) An Assignee shall be admitted to the Company as a Substitute Member upon the applicable Assignment being considered consummated pursuant to Section 10.2(c) and the satisfaction of the following conditions:

(i) the Board of Directors has reasonably determined that all conditions specified in Section 10.2 have been satisfied and that no adverse effect to the Company does or may result from such admission; and

(ii) such Assignee shall have executed a transfer agreement and such other forms as the Board of Directors reasonably may require to determine compliance with this Article X, and shall be deemed to have authorized and appointed with full power of substitution as its, his or her true and lawful agent and attorney-in-fact, with full power and authority in its, his or her name, place and stead, the Manager and the Company, and each of their authorized officers and attorneys-in-fact, as the case may be, to take such actions as set forth in Section 3.3.

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(b) An Assignee who does not become a Substitute Member in accordance with this Section 10.3 and who desires to make a further Assignment of its, his or her Shares shall be subject to all the provisions of Article X to the same extent and in the same manner as a Member desiring to make an Assignment of Shares. Failure or refusal of the Board of Directors to admit an Assignee as a Substitute Member shall in no way affect the right of such Assignee to receive distributions and the share of the Profits or Losses for tax purposes to which its, his or her predecessor in interest would have been entitled in accordance with this Agreement.

Section 10.4 Status of an Assigning Member. Any Member that shall Assign all of its, his or her Shares shall be deemed to have resigned from the Company as a Member, cease to be a Member and shall no longer have any of the rights or privileges of a Member.

Section 10.5 Further Restrictions on Transfers. Notwithstanding any provision to the contrary contained herein, the following restrictions shall also apply to any and all proposed sales, assignments and transfer of Shares, and any proposed sale, assignment or transfer in violation of same shall be, to the fullest extent permitted by law, void ab initio, unless otherwise waived by the Board of Directors.

(a) No Member shall make any transfer or assignment of all or any part of its, his or her Shares if said transfer or assignment, when considered with all other transfers during the same applicable 12 month period, would, in the opinion of the Board of Directors, result in the termination of the Company’s status as a partnership, or cause the Company to be treated as a “publicly traded partnership” taxable as a corporation for U.S. federal or state income tax purposes.

(b) No Member shall make any transfer or assignment of all or any of its, his or her Shares unless the transferee that would have been qualified to purchase Shares in the offering of Shares. The Board of Directors may require that transferees acquire or hold a minimum number of Shares.

(c) Each Member that is a legal entity acknowledges that its management shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of any Assignee to all or a portion of its interest as a Member, and that the management of each Member that is a legal entity shall not employ, or permit another to employ such funds or assets that are attributable to any Assignee of all or a portion of such Member’s interest as a Member in any manner except for the exclusive benefit of the Assignee. Each Member agrees that it will not contract away the foregoing fiduciary duty.

Section 10.6 Elimination or Modification of Restrictions. Notwithstanding any of the foregoing provisions of this Article X, the Board of Directors may amend this Agreement without the consent of any Person to eliminate or modify any restriction on substitution of Members or assignment of Shares at such time as the restriction is no longer necessary or advisable.

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Section 10.7 Records. The Board of Directors shall cause the Membership List to be updated to reflect changes in the Members admitted in accordance with this Agreement, which updates shall not constitute an amendment to this Agreement.

Section 10.8 Authorization to Redeem KKR Shares. Notwithstanding anything in this Agreement but subject to the Act and any applicable limitations set forth in the Share Repurchase Plan or the Repurchase Arrangement, the Company is hereby authorized to redeem all or any portion of the KKR Shares upon such terms and conditions as the Company and the applicable KKR Member may agree from time to time without the consent of any other Person. A KKR Member that shall have all of such KKR Member’s KKR Shares redeemed by the Company shall cease to be a KKR Member and shall no longer have any of the rights or privileges of a KKR Member.

Section 10.9 Mandatory Repurchases.

(a) Notwithstanding anything in this Agreement but subject to the Act, the Board of Directors, on the recommendation of the Repurchase Committee, may cause the Company to repurchase from time to time all or any portion of the Shares of a Member without the consent or action by such Member or any other Person, on 10 days’ prior written notice, if the Board of Directors, on the recommendation of the Repurchase Committee, determines that:

(i) the Shares have been transferred in violation of this Agreement, or have vested in any Person by operation of law as a result of the death, divorce, dissolution, termination, bankruptcy, insolvency or adjudicated incompetence of the Member;

(ii) any transferee does not meet any investor eligibility requirements established by the Company from time to time;

(iii) ownership of Shares by a Member or other Person is likely to cause the Company to be in violation of, or require registration of the Shares under, or subject the Company to additional registration or regulation under, the securities, commodities, or other laws of the U.S. or any other jurisdiction in the world, including without limitation the Investment Company Act;

(iv) continued ownership of the Shares by a Member may be harmful or injurious to the business or reputation of the Company, the Manager, KKR, or any of their Affiliates, or may subject the Company or any Member to an undue risk of adverse tax or other fiscal or regulatory consequences;

(v) any of the representations and warranties made by a Member or other Person in connection with the acquisition of Shares was not true when made or has ceased to be true;

(vi) with respect to a Member subject to special laws or regulations, the Member is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Shares;

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(vii) it would be in the interest of the Company for the Company to repurchase the Shares; or

(viii) all or any portion of the assets of the Company may be characterized as Plan assets for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law.

(b) Shares repurchased pursuant to Section 10.9(a) will be repurchased at a price equal to the transaction price, of the Class of Shares being repurchased on the date of such repurchase, which will be equal to the Company’s most recently published NAV per Share for the applicable Class of Shares unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, in its sole discretion. Members whose Shares are repurchased by the Company will not be entitled to a return of any amount of sales load that was charged in connection with such Member’s purchase of such Shares. If the Company requires the mandatory repurchase of any Shares of any Member, such repurchase will not be subject to the repurchase limits under the Share Repurchase Plan, including any repurchase limitations set forth therein, unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, in its sole discretion. A Member that shall have all of such Member’s Shares repurchased by the Company shall cease to be a Member and shall no longer have any of the rights or privileges of a Member.

(c) From time to time, the Board of Directors, on the recommendation of the Repurchase Committee, may, in its discretion and without the consent of any other Person, assign the Company’s right to repurchase Shares pursuant to this Section 10.9 to KKR or its Affiliates.

Section 10.10 Tender Offers. If any Person makes a tender offer, including a “mini-tender” offer, such Person must comply with all of the provisions set forth in Regulation 14D of the Exchange Act, including disclosure and notice requirements, that would be applicable if the tender offer was for more than 5% of the outstanding Shares; provided, however, that such documents are not required to be filed with the SEC. In addition, any such Person must provide notice to the Company at least 10 business days prior to initiating any such tender offer. Any Person who initiates a tender offer without complying with the provisions set forth above (a “Non-Compliant Tender Offer”), shall be responsible for all expenses incurred by the Company in connection with the enforcement of the provisions of this Section 10.10, including expenses incurred in connection with the review of all documents related to such tender offer. In addition, the Company may seek injunctive relief, including a temporary or permanent restraining order, in connection with any Non-Compliant Tender Offer. This Section 10.10 shall be of no force or effect with respect to any Shares that are then listed.

ARTICLE XI

MEMBERS, MEETINGS AND VOTING RIGHTS OF THE MEMBERS

Section 11.1 Special Meetings of Members. Except as otherwise required by law and subject to the rights of the holders of any Class of Shares, special meetings of the Members or any Class thereof for any purpose or purposes may be called at any time only by or at the direction of (i) the Board of Directors or (ii) Class G Members holding a majority of the

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outstanding Class G Shares. A special meeting shall be held at a time and place determined by (i) the Board of Directors in its sole discretion if the Board of Directors has called such special meeting, or (ii) by the Class G Members holding a majority of the outstanding Class G Shares in their sole discretion if the Class G Members have called such special meeting, on a date not less than 10 days nor more than 60 days after notice of the meeting is given. To the fullest extent permitted by law, the Persons calling the special meeting shall have full power and authority concerning the satisfaction of the foregoing requirements of this Section 11.1 and any similar matters.

Section 11.2 Notice of Meetings. If required by law, whenever Members are required to take any action at a meeting of Members, a notice in writing or by electronic transmission of the meeting, which shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which Members and proxyholders may be deemed to be present in person and vote at such meeting, the record date for determining the Members entitled to vote at the meeting, if such date is different from the record date for determining Members entitled to notice of the meeting, shall be mailed to or transmitted electronically by the secretary or other officer of the Company to each Member of record entitled to vote thereat as of the record date for determining the Members entitled to notice of the meeting. Unless otherwise provided by law or this Agreement, any such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each Member entitled to vote at such meeting as of the record date for determining the Members entitled to notice of the meeting.

Section 11.3 Record Date.

(a) In order that the Company may determine the Members entitled to notice of any meeting of Member or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.

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(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.

(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 11.4 Conduct of Meeting. To the fullest extent permitted by law, the Board of Directors shall have full power and authority concerning the manner of conducting any meeting of the Members or solicitation of written consents in lieu of a meeting of Members, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of Section 11.1, the conduct of voting, the validity and elect of any proxies, the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting and similar matters. The Board of Directors shall designate a Person to serve as chairman of any meeting, who, to the fullest extent permitted by law, shall, among other things, be entitled to exercise the powers of the Board of Directors set forth in this Section. The Board of Directors may make such other regulations consistent with applicable law and this Agreement as it may deem necessary or advisable concerning the conduct of any meeting of the Members or solicitation of Member action by written consent in lieu of a meeting, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes and approvals, the submission and examination of proxies and other evidence of the right to vote, and the revocation of ballots, proxies and written consents.

Section 11.5 Adjournment. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting and a new record date need not be fixed, if the time and place thereof are announced at the meeting at which the adjournment is taken, unless such adjournment shall be for more than 30 days. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each Member entitled to vote at the meeting. If after the adjournment a new record date for determination of Members entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each Member of record as of the record date so fixed for notice of such adjourned meeting.

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Section 11.6 Quorum. The Members holding a majority of the outstanding Shares of the Class or Classes entitled to vote at a meeting (including Shares owned by the KKR Members) represented in person or by proxy shall constitute a quorum at a meeting of Members of such Class or Classes unless any such action by the Members requires approval by Members holding a greater percentage of such Shares, in which case the quorum shall be such greater percentage. At any meeting of Members duly called and held in accordance with this Agreement at which a quorum is present, the act of Members holding outstanding Shares that in the aggregate represents a majority of the outstanding Shares entitled to vote at such meeting shall be deemed to constitute the act of all Members, unless a greater or different percentage is required with respect to such action under this Agreement or applicable law, in which case the act of the Members holding outstanding Shares that in the aggregate represents at least such greater or different percentage of the voting power shall be required. The Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of the outstanding Shares specified in this Agreement (including Shares owned by the KKR Members). In the absence of a quorum, any meeting of Members may be adjourned from time to time by the affirmative vote of Members holding at least a majority of the Shares present and entitled to vote at such meeting (including Shares owned by the KKR Members) represented either in person or by proxy, but no other business may be transacted, except as provided in Section 11.5.

Section 11.7 Proxies. The Board of Directors may adopt procedures with respect to the use of proxies at any meeting of Members.

Section 11.8 Member Action Without a Meeting. If consented to by the Board of Directors in writing (which consent shall not be required with respect to any action to be taken solely by the Class G Members), any action that may be taken at a meeting of the Members entitled to vote may be taken without a meeting, without a vote and without prior notice, if a consent or consents in writing setting forth the action so taken are signed by Members owning not less than the minimum percentage of the outstanding Shares (including Shares owned by the KKR Members) that would be necessary to authorize or take such action at a meeting at which all the Members entitled to vote were present and voted.

Section 11.9 Limited Voting Rights of the Members.

Subject to the terms of any Class Designation, the Members (other than the KKR Members) shall be entitled to vote only on the following matters specified in this Section 11.9, and shall otherwise have no voting rights whatsoever with respect to the Company:

(a) The Company shall not merge, consolidate, convert, or divide (pursuant to Section 18-217 of the Act) without the consent of Members holding a majority of the outstanding Shares of all Classes.

(b) Any amendments to this Agreement requiring the consent of the Members pursuant to Section 17.2.

ARTICLE XII

BOOKS AND RECORDS, REPORTS AND RETURNS

Section 12.1 Tax Information. The Company shall use commercially reasonable efforts, at the Company’s expense, to cause to be prepared and distributed to the Members not later than 75 days after the end of the Company’s fiscal year, copies of Schedule K-1 for such Member. Each Member shall, including any time after such Member resigns as or otherwise ceases to be a Member, file its income tax returns in a manner consistent with the tax information provided to them by the Company (including on IRS Forms 1065 and Schedule K-1).

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Section 12.2 Annual Report. The Company shall cause to be prepared at least annually, at Company expense, audited financial statements of the Company, together with a report of the Company’s independent auditors thereupon, within 120 days after the end of the Company’s fiscal year.

Section 12.3 Filings. The Company shall use commercially reasonable efforts to cause the income tax returns for the Company to be prepared and timely filed with the appropriate authorities (with due regard for any extension of time for filing any such income tax returns as elected by the Company). The Company shall also use commercially reasonable efforts to cause to be prepared and timely filed, with appropriate federal and state regulatory and administrative bodies, all reports required to be filed with those entities under then current applicable laws, rules and regulations. The reports shall be prepared by the accounting or reporting basis required by the regulatory bodies. Any Member shall be provided with a copy of any of the reports upon request without expense to him or her. The Company shall file, with the administrators for the various states in which the Company is registered, as required by such states, a copy of each report referred to in this Article XII.

Section 12.4 Method of Accounting. US GAAP shall be used for both income tax purposes and financial reporting purposes; provided, however, the Board of Directors may change the method of accounting from time to time to the extent that such change is permitted (under the Code and US GAAP) and disclosed in a report publicly filed by the Company with the SEC or as disclosed in a written notice sent to Members.

ARTICLE XIII

MANAGER; ADVISOR

Section 13.1 Appointment and Initial Manager; Authorization of Payments to Manager.

(a) As set forth in the Management Agreement, the Company hereby designates KKR DAV Manager LLC, a Delaware limited liability company and a wholly owned subsidiary of KKR as of the date hereof, as the initial Manager.

(b) In consideration for the services to be provided by the Manager hereunder and under the Management Agreement, the Company is hereby authorized to pay to the Manager the Management Fee. In addition to the Management Fee, the Company is authorized to pay all other costs and expenses of its operations, including compensation of its directors, employees and employees of the Manager, custodial expenses, leveraging expenses, transfer agent expenses, legal fees, expenses of independent auditors, expenses of its periodic repurchases, expenses of preparing, printing and distributing prospectuses, shareholder reports, notices, proxy statements and reports to governmental agencies and taxes, if any.

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Section 13.2 Supervision of Manager Compensation and the Manager.

(a) The Board of Directors may exercise broad discretion in allowing the Manager to administer and regulate the operations of the Company, to act as agent for the Company and to make executive decisions that conform to general policies and principles established by the Board of Directors. The Board of Directors shall monitor the Manager to assure that the administrative procedures, operations and programs of the Company are in accordance with this Agreement.

(b) The Board of Directors is responsible for determining the compensation paid to the Manager, including any compensation paid pursuant to the Management Agreement. The Board of Directors may consider all factors that they deem relevant in making these determinations.

Section 13.3 Management Agreement. The Company shall comply with all of its duties and obligations under the Management Agreement. Upon termination of the Management Agreement, the Company shall pay the Termination Fee to the Class H Members, pro rata in proportion to the Class H Percentage Interest of such Class H Members.

Section 13.4 Organization and Offering Expenses. The Company shall reimburse the Manager and its Affiliates for organizational and offering costs incurred by the Manager on behalf of the Company prior to the commencement of operations of the Company (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses, due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of the Company).

Section 13.5 Reimbursement for Company Expenses and Expenses of Infrastructure Assets. The Company shall reimburse the Manager and its Affiliates for any Company Expenses incurred on behalf of the Company.

ARTICLE XIV

VALUATION

Section 14.1 Review of Policies and Procedures. The Board of Directors may review the valuation policies and procedures of the Company from time to time to determine that the policies and procedures being followed by the Company at any time are in the best interests of its Members. Each such determination and the basis therefor shall be set forth in the minutes of the meetings of the Board of Directors.

Section 14.2 Valuation.

(a) The Company shall determine the NAV of its Shares monthly. The NAV per Share of each Class of the Company’s Shares shall be determined by dividing the total assets of the Company (the value of holdings, plus cash or other assets, including interest and distributions accrued but not yet received) attributable to such Class less the value of any liabilities (including accrued expenses or distributions) of such Class, by the total number of Shares outstanding of such Class.

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(b) The Board of Directors is responsible for the valuation process and hereby delegates the supervision of the valuation process to the Manager. The Board of Directors has adopted policies and procedures for determining the fair value of the Company’s assets, and hereby delegates responsibility for applying the valuation policies to the Manager. The Manager, pursuant to the policies and procedures adopted by the Board of Directors, is responsible for making fair value determinations, evaluating the effectiveness of the Company’s valuation policies, overseeing the calculation of the NAV per Share for each Class of Shares and reporting to the Board of Directors. The Manager shall provide the Board of Directors with periodic reports on a quarterly basis, or more frequently if necessary, describing the valuation process applicable to that period.

(c) The Company’s Infrastructure Assets will be valued at fair value in a manner consistent with US GAAP.

(d) From time to time, the Board of Directors and the Manager may adopt changes to the valuation policies and procedures if they determine that such changes are likely to result in a more accurate reflection of estimated fair value.

ARTICLE XV

CONFLICTS OF INTEREST

Section 15.1 Generally; Specific Authorization.

(a) The Company and any Controlled Portfolio Company of the Company shall not consummate any sale of an Infrastructure Asset to, or acquisition of an Infrastructure Asset from KKR, any KKR Vehicle, any of their respective Affiliates or any Controlled Portfolio Company unless such transaction (A) is on terms no less favorable to the Company than could have been obtained on an arm’s length basis from an unrelated third party and (B) has been approved in advance by (x) the Executive Committee and (y) Special Approval.

(b) Unless otherwise expressly provided for in this Article XV, whenever a potential conflict of interest exists or arises, any resolution or course of action by the Board of Directors, the Manager or Affiliates of the Manager (including KKR and the KKR Vehicles) in respect of such conflict of interest shall be permitted and deemed approved by all Members, and shall not constitute a breach of this Agreement, of any agreement contemplated herein, or of any duty otherwise existing hereunder, at law or in equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) determined by the Board of Directors or the Manager, as applicable, to be on terms which are, in the aggregate, no less favorable to the Company than those generally being provided to or available from unrelated third parties, (iii) determined by the Board of Directors or the Manager, as applicable, to be fair and reasonable to the Company, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company) or (iv) approved by the vote of Members owning a majority of the Investor Shares (excluding Investor Shares owned by KKR and its Affiliates). The Board of Directors or the Manager shall be authorized but not required, in connection with its resolution of such conflict of interest, to seek Special Approval or Member approval of such conflict of interest, and the Board of Directors or the Manager may also adopt a resolution or course of action that

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has not received Special Approval or Member approval. Failure to seek Special Approval shall not be deemed to indicate that a conflict of interest exists for that Special Approval could not have been obtained. Whenever the Board of Directors or the Manager makes a determination to refer or not to refer any potential conflict of interest to the Audit Committee for Special Approval, to seek or not to seek Member approval, or to adopt or not to adopt a resolution or course of action that has not received Special Approval or approval by the Members, then the Board of Directors or the Manager, as applicable, shall be entitled, to the fullest extent permitted by law, to make such determination or to take or decline to take such other action free of any duty or obligation whatsoever to the Company, any Member or any other Person bound by this Agreement, and the Board of Directors and the Manager, as applicable, shall not, to the fullest extent permitted by law, be required to act in good faith or pursuant to any other standard or duty imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or in equity, and the Board of Directors or the Manager, as applicable, in making such determination or taking or declining to take such other action shall be permitted to do so in its sole discretion. If Special Approval is sought, then it shall be presumed that, in making its decision, the Audit Committee acted in good faith, and if the Board of Directors or the Manager, as applicable, determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (ii) or (iii) above or that a member satisfies the eligibility requirements to be a member of the Audit Committee, then it shall be presumed that, in making its decision, the Board of Directors or the Manager, as applicable, acted in good faith. In any proceeding brought by any Member or by or on behalf of such Member or any other Member or the Company challenging any action by the Audit Committee with respect to any matter referred to the Audit Committee for Special Approval by the Board of Directors or the Manager, as applicable, any action by the Board of Directors or the Manager, as applicable, in determining whether the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (ii) or (iii) above or whether a member of the Audit Committee satisfies the eligibility requirements to be a member of the Audit Committee, the Person bringing or prosecuting such proceeding shall have the burden of overcoming the presumption that the Audit Committee, the Board of Directors or the Manager, as applicable, acted in good faith by clear and convincing evidence.

(c) The Company shall not borrow money pursuant to an unsecured line of credit with KKR or its Affiliates unless such transaction has been approved in advance by Special Approval.

(d) Notwithstanding anything to the contrary in this Agreement, the existence of any conflicts of interest in connection with the following transactions are hereby approved by all of the Members and shall not constitute a breach of this Agreement or any such duty otherwise existing at law, in equity or otherwise:

(i) The designation of any Person as the Manager and the Company’s execution, delivery and performance of the Management Agreement, including the Company’s payment of the Management Fee and any other payment by the Company to the Manager contemplated by this Agreement or the Management Agreement;

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(ii) The Company’s payment of the Performance Participation Allocation, provided that this provision does not authorize any changes to the terms of the Performance Participation Allocation;

(iii) The Company’s payment of Regulated Broker-Dealer Fees or Capstone Fees, provided that such fees will be reviewed by the Independent Directors on a regular basis;

(iv) The Company’s payment of fees and expenses under the consulting agreement between KKR and Water Capital Partners, LLC;

(v) The receipt by KKR or its Affiliates of (A) Transaction Fees, Monitoring Fees and other fees in connection with the purchase, monitoring or disposition of Infrastructure Assets, and (B) Break-Up Fees or similar fees in connection with unconsummated transactions;

(vi) The retention by the Company (or any subsidiary through which the Company owns and operates Infrastructure Assets) of service providers in which KKR has an interest or which are Affiliates of KKR to provide Asset Leasing Services and the payment of Asset Leasing Fees, provided that such fees will be reviewed by the Independent Directors on a regular basis;

(vii) The Company’s reimbursement of the Manager for any organizational and offering costs incurred by the Manager on behalf of the Company prior to the sale of Investor Shares by the Company (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses, due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of the Company);

(viii) The Company’s reimbursement of the Manager for any Company Expenses incurred on behalf of, or allocated to, the Company and the good faith determination by the Manager of whether expenses are Company Expenses and the allocation thereof;

(ix) The Company’s reimbursement of the Manager for expenses incurred on behalf of, or allocated to, the Company for ownership and operation of Infrastructure Assets;

(x) The Company’s reimbursement by KKR or KKR Vehicles for services provided by the Company’s employees to KKR or such KKR Vehicles;

(xi) The Company’s engagement with the Distributor as the distributor of the Company’s Shares, including any transaction related to the Distributor appointing other broker-dealers to assist in the sale of the Company’s Shares;

(xii) The Company’s entry into joint ventures with KKR Vehicles;

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(xiii) The Company’s ownership, acquisition, financing or other activities related to dealing with the Infrastructure Assets;

(xiv) The Company’s issuance or repurchase of any Shares, including KKR Shares, to (or from with respect to a repurchase) the Company’s employees, officers or directors or to KKR, the Manager, or their respective Affiliates or employees, provided such issuance is at the then-applicable NAV and any such repurchase is either pursuant to the Share Repurchase Plan, through a Company Tender Offer or pursuant to the Repurchase Arrangement;

(xv) The allocation of acquisition opportunities over time among the Company or other companies, funds, investment vehicles or pools of capital managed by KKR and its Affiliates, consistent with KKR’s allocation policy;

(xvi) Any other transaction or conflict of interest contemplated by or disclosed in (i) the Company’s PPM to prospective investors, as amended from time to time, or (ii) the Registration Statement;

(xvii) Any indemnification or advancement payment to an Indemnified Party pursuant to Section 16.3;

(xviii) The Company’s purchase and maintenance (or reimbursement for the cost of) insurance described in Section 16.3(d);

(xix) The Manager causing the Company and/or its Infrastructure Assets to make contributions to charitable initiatives or other non-profit organizations that the Manager believes could, directly or indirectly, enhance the value of the Company’s Infrastructure Assets or otherwise serve a business purpose for, or be beneficial to, the Company’s Infrastructure Assets;

(xx) Service Costs paid to the Manager or any of its Affiliates (or any of their respective employees or agents) by an Infrastructure Asset or any Person through which the Company invests in an Infrastructure Asset, provided that such costs will be reviewed by the Independent Directors on a regular basis;

(xxi) Loan Servicing Fees paid to KKR or its Affiliates, provided that such costs will be reviewed by the Independent Directors on a regular basis;

(xxii) The Company’s redemption of KKR Shares pursuant to Section 10.8;

(xxiii) The repurchase of Shares pursuant to Section 10.9 by the Company or its Affiliates;

(xxiv) The assignment by the Company of its right to repurchase Shares pursuant to Section 10.9 to KKR or its Affiliates in accordance with Section 10.9(c);

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(xxv) The timing of any business decision to coincide with an acquisition decision of any company, fund, investment vehicle or pool of capital manager by KKR or its Affiliates;

(xxvi) The allocation of acquisition-related expenses, including Broken Deal Expenses, incurred in respect of unconsummated acquisitions and expenses more generally relating to a particular strategy among the Company and such other companies, funds, investment vehicles and pools of capital participating, or that would have participated in such acquisitions, or that otherwise participate in the relevant strategy in a manner consistent with the Manager’s policies and procedures as in effect from time to time;

(xxvii) The Manager’s waiver or modification of any Management Fee;

(xxviii) The waiver or modification of any Performance Participation Allocation allocable to the Class H Member;

(xxix) KKR Shares not being subject to the Management Fee or the Performance Participation Allocation;

(xxx) The Company’s payment of a Performance Participation Allocation of cash or Class F Shares to the Class H Member pursuant to Section 7.1(c);

(xxxi) Engaging Portfolio Company Service Providers to provide services to the Company, provided that such costs will be reviewed by the Independent Directors no less frequently than an annual basis;

(xxxii) Entering into joint acquisitions, dispositions, shared financings and transactions incident thereto with KKR Vehicles; and

(xxxiii) The Company’s payment of the Termination Fee pursuant to Section 13.3.

Section 15.2 Standards of Conduct.

(a) Whenever the Manager or the Board of Directors, or any committee thereof (including the Audit Committee), makes a determination or takes or declines to take any other action, or any Affiliate of the Manager causes the Manager to do so, in its capacity as the Manager as opposed to in its individual capacity, whether under this Agreement or any other agreement, then, unless another express lesser standard is provided for in this Agreement, the Manager, the Board of Directors or such committee or such Affiliates causing the Manager to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different duties or standards (including fiduciary duties or standards) imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity. A determination or other action or inaction will conclusively be deemed to be in “good faith” for all purposes of this Agreement, if the Person or Persons making such determination or taking or declining to take such other action subjectively believes that the determination or other action or inaction is in, or not adverse to, the

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best interests of the Company; provided, however, that if the Board of Directors or the Manager is making a determination or taking or declining to take an action pursuant to clause (ii) or clause (iii) of the first sentence of Section 15.1(b), then in lieu thereof, such determination or other action or inaction will conclusively be deemed to be in “good faith” for all purposes of this Agreement if the members of the Board of Directors or the Manager, as applicable, making such determination or taking or declining to take such other action subjectively believe that the determination or other action or inaction meets the standard set forth in clause (ii) or clause (iii) of the first sentence of Section 15.1(b), as applicable. Whenever in this Agreement the Board of Directors, the Manager, the Audit Committee or the Repurchase Committee is permitted or required to make a decision in its “sole discretion” or “discretion” or that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, the Board of Directors, the Manager, the Audit Committee or the Repurchase Committee, as applicable, shall be entitled to consider only such interests and factors as it desires, including the interests of KKR and its Affiliates, and shall not be subject to any other or different duties or standards (including fiduciary duties or standards) imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity. When resolving a conflict of interest or a potential conflict of interest, including pursuant to Section 15.1, the Board of Directors or the Audit Committee may consider any factors and other information that the Board of Directors or the Audit Committee, as applicable, determines in its sole discretion to consider.

(b) Whenever the Manager or a member of the Board of Directors makes a determination or takes or declines to take any other action, or any of their respective Affiliates causes it or such member to do so, in its or such member’s individual capacity as opposed to in its capacity as Manager or in such member’s capacity as a Director, as applicable, whether under this Agreement or any other agreement contemplated hereby or otherwise, then the Manager or such member, as applicable, or such Affiliates causing it or such member to do so, are entitled, to the fullest extent permitted by law, to make such determination or to take or decline to take such other action free of any duty or obligation whatsoever to the Company, any Member or any other Person bound by this Agreement, and the Manager or such member, as applicable, or such Affiliates causing it or such member to do so, shall not, to the fullest extent permitted by law, be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other law, rule or regulation or at equity, and the Person or Persons making such determination or taking or declining to take such other action shall be permitted to do so in their sole discretion.

Section 15.3 Modification of Duties. Except as expressly set forth in this Agreement or expressly required by the Act, neither the Manager nor any of the Indemnified Parties shall have any duties or liabilities, including fiduciary duties, to the Company, any Member or any other Person bound by this Agreement and the provisions of this Agreement to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the Manager or the Indemnified Parties otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of the Manager or the Indemnified Parties. Any exculpation or indemnification standards contained herein shall not restore or create, whether in contract or otherwise, any such duties or liabilities.

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Section 15.4 Corporate Opportunity; Authorization to Compete. Notwithstanding any other provision of this Agreement or any duty that would otherwise exist at law or in equity, each of the Indemnified Parties may engage in or possess an interest in any other business or venture of any kind, independently or with others, on its own behalf or on behalf of other entities with which any of the Indemnified Parties is an Affiliate or otherwise, and each of the Indemnified Parties may engage in any such activities, whether or not competitive with the Company or any Affiliate of the Company, without any obligation to offer any interest in such activities to the Company, an Affiliate of the Company or to any other Member. Notwithstanding any other provision of this Agreement or any duty that would otherwise exist at law or in equity, neither the Company, any Affiliate of the Company nor any Member shall have any right, by virtue of this Agreement or the existence of the Company, in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company or an Affiliate of the Company, shall not be deemed wrongful or improper or the breach of this Agreement or of any duty otherwise existing hereunder, at law, in equity or otherwise.

Section 15.5 Other Duties. The Members acknowledge and agree that the Company may enter into joint ventures with KKR Vehicles and that the Indemnified Parties may owe duties (including fiduciary duties) to such other KKR Vehicles now or in the future and that, (i) such duties (including fiduciary duties) may take priority over the duties of such Indemnified Party to the Company, including the Members, and (ii) to the extent an Indemnified Party acts in compliance with its duties (including fiduciary duties) to any such KKR Vehicle, any action taken or omission with respect to the Company in connection with or arising from such compliance shall be deemed consistent with the terms of this Agreement, including the implied contractual covenant of good faith and fair dealing, and shall not constitute a breach of this Agreement or of any duty otherwise existing at law, in equity or otherwise.

ARTICLE XVI

LIABILITY LIMITATION, INDEMNIFICATION

AND TRANSACTIONS WITH THE COMPANY

Section 16.1 Limitation of Member Liability. Except as may otherwise be provided in this Agreement or in any Class Designation and except as required by law, the liability of each Member in such capacity shall be limited to the amount of such Member’s Capital Contribution and pro rata share of any undistributed Profits. Except as may otherwise be provided in this Agreement or in any Class Designation and except as required by law, after the payment of all subscription proceeds for the Shares purchased by such Member, no Member shall have any further obligations to the Company, be subject to any additional assessment or be required to contribute any additional capital to, or to loan any funds to, the Company, unless otherwise agreed by the Company and the Member. No Member shall have any personal liability on account of any obligations and liabilities of, including any amounts payable by, the Company under or pursuant to, or otherwise in connection with, this Agreement or the conduct of the business of the Company solely by reason of being a member of the Company. To the fullest extent permitted by law, no Member shall have any duties (including fiduciary duties) or obligations to the Company or any other Member.

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Section 16.2 Limitation of Liability.

(a) To the fullest extent and in the manner permitted by applicable law, no Indemnified Party will be liable to the Company, any Member or any other Person bound by this Agreement for any losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising as a result of: (i) any act or omission of an Indemnified Party, or for any breach of contract (including a breach of this Agreement) or any breach of duties (including breach of fiduciary duties) whether arising hereunder, at law, in equity or otherwise, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, (A) in respect of the matter in question, the Indemnified Party acted in bad faith or engaged in fraud or willful misconduct or (B) the Indemnified Party’s action or omission was not made during the course of performing, or pursuant to, the Indemnified Party’s duties as a director, officer, trustee, manager, employee or agent of the Company or an Affiliate thereof, (ii) any action or omission to act by any other Person, (iii) any mistake, action, inaction, negligence, dishonesty, fraud or bad faith of any broker, placement agent or other agent as provided in this Agreement or (iv) any change in U.S. federal, state or local or non-U.S. income tax laws, or in interpretations thereof, as they apply to the Company or the Members, whether the change occurs through legislative, judicial or administrative action. Notwithstanding the immediately preceding sentence, to the fullest extent permitted by law, no Member shall be liable to the Company, any other Member or any other Person bound by this Agreement.

(b) Each Indemnified Party may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion of such Persons as to matters that such Indemnified Party reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

(c) Each Indemnified Party shall, in the performance of such Person’s duties, be fully protected in relying in good faith upon records of the Company.

(d) Any amendment, modification or repeal of this Section 16.2 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnified Parties under this Section 16.2 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 16.3 Indemnification.

(a) To the fullest extent permitted by applicable law, (i) the Company will indemnify and hold harmless each Indemnified Party from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising as a result of any act or omission of an Indemnified Party, or for any breach of contract (including breach of this Agreement) or any breach of duties (including breach of fiduciary duties) whether arising hereunder, at law, in

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equity or otherwise; provided, that an Indemnified Party will not be entitled to indemnification under this Agreement (x) if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the Indemnified Party’s action or omission constitutes fraud, willful misconduct or bad faith or the Indemnified Party’s actions or omissions were not made during the course of performing or pursuant to the Indemnified Party’s duties as a director, officer, trustee, manager, employee or agent of the Company or an Affiliate thereof or (y) for any losses, liabilities or damages arising out of an internal dispute solely between KKR, its Affiliates and their respective officers, partners, directors, shareholders, members or employees, (ii) the Company shall also have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, by reason of the fact that the person is or was an employee or agent of the Company, or, while serving as an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, its participants or beneficiaries, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a director, officer, employee, agent or trustee, from and against any and all claims, liabilities, damages, losses, costs and expenses of any kind, including legal fees and amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and expenses of investigating or defending against any claim or alleged claim, of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by such person, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The Executive Committee shall have the non-exclusive authority to determine the extent to which employees or agents are entitled to be indemnified pursuant to this Section 16.3(a)(ii).

(b) To the fullest extent permitted by law, the Company shall promptly pay expenses (including attorneys’ fees and expenses) incurred by any person described in Section 16.3(a) in appearing at, participating in or defending any action, suit, claim or proceeding in advance of the final disposition of such action, suit, claim or proceeding, including appeals, upon presentation of an undertaking on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified under this Section 16.3 or otherwise.

(c) The rights to indemnification and advancement of expenses conferred in this Section 16.3 shall not be exclusive of any rights to which any Indemnified Party may otherwise be entitled or hereafter acquire under any law, statute, rule, regulation, charter document, by-law, contract or agreement. The indemnification obligation of the Company to an Indemnified Party with respect to any indemnifiable amounts shall be reduced by any indemnification payments actually received by such Indemnified Party from any member of the Company Group with respect to the same indemnifiable amounts. Solely for purposes of clarification, and without expanding the scope of indemnification pursuant to this Section 16.3, the Members intend that, to the maximum extent permitted by law, as between (a) the Company Group and (b) the Company, this Section 16.3 shall be interpreted to reflect an ordering of liability for potentially overlapping or duplicative indemnification payments, with any applicable Person in the

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Company Group having primary liability and the Company having only secondary liability. The possibility that an Indemnified Party may receive indemnification payments from a Person in the Company Group shall not restrict the Company from making payments under this Section 16.3 to an Indemnified Party that is otherwise eligible for such payments, but such payments by the Company are not intended to relieve any Person in the Company Group from any liability that it would otherwise have to make indemnification payments to such Indemnified Party and, if an Indemnified Party that has received indemnification payments from the Company actually receives duplicative indemnification payments from a Person in the Company Group for the same indemnifiable amounts, such Indemnified Party shall repay the Company to the extent of such duplicative payments. If, notwithstanding the intention of this Section 16.3, a Person in the Company Group’s obligation to make indemnification payments to an Indemnified Party is relieved or reduced under applicable law as a result of payments made by the Company pursuant to this Section 16.3, or if otherwise necessary to effect the intention of the Members in this Section 16.3, the Company shall have, to the maximum extent permitted by law, a right of subrogation against (or contribution from) such Person in the Company Group for amounts paid by the Company to an Indemnified Party that relieved or reduced the obligation of such Person in the Company Group to such Indemnified Party. As used in this Section 16.3, “indemnification” payments made or to be made by a Person in the Company Group shall be deemed to include (i) advancement of expenses in connection with indemnification obligations, (ii) payments made or to be made by any successor to the indemnification obligations of such Person in the Company Group and (iii) equivalent payments made or to be made by or on behalf of such Person in the Company Group (or such successor) pursuant to an insurance policy or similar arrangement.

(d) The indemnification provided by this Section 16.3 shall be in addition to any other rights to which an Indemnified Party may be entitled under this Agreement, any other agreement, pursuant to any vote of the Members, as a matter of law, in equity or otherwise, both as to actions in the Indemnified Party’s capacity as an Indemnified Party and as to actions in any other capacity, and shall continue as to an Indemnified Party who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Party.

(e) The Company may purchase and maintain (or reimburse the Manager or its Affiliates for the cost of) insurance, on behalf of the Indemnified Parties and such other Persons as the Board of Directors shall determine, against any liability that may be asserted against, or expense that may be incurred by, such Person in connection with the Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(f) The provisions of this Section 16.3 are for the benefit of the Indemnified Parties and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(g) No amendment, modification or repeal of this Section 16.3 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnified Party to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnified Party under and in accordance with the provisions of this Section 16.3 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

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ARTICLE XVII

AMENDMENTS

Section 17.1 Amendments Generally. Subject to Sections 7.2(a), 7.3 and 17.2 of this Agreement, this Agreement may be amended, at any time and from time to time, by the Board of Directors with the consent of Class G Members holding a majority of the outstanding Class G Shares.

Section 17.2 Amendments with the Consent of the Majority of the Members. Notwithstanding Section 17.1, any amendment that would have a material adverse effect on the rights or preferences of any Class of Shares in relation to other Class of Shares must be approved by the holders of not less than a majority of the Shares of the Class so affected; provided, however, that the creation and issuance of any Class of Shares that does not require the consent of the Class G Members under Section 7.2 or Section 7.3 shall not be deemed an alteration of the terms, rights, designations, preferences, powers or duties of the Class G Shares; provided, further that the Board of Directors may, with the consent Class G Members holding a majority of the outstanding Class G Shares and without the consent of any other Members, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: (i) any amendment, supplement, waiver or modification that the Board of Directors determines to be necessary or appropriate in connection with the creation, authorization or issuance of any Class or series of Shares or other equity interest in the Company; (ii) the admission, substitution, withdrawal or removal of Directors in accordance with this Agreement; (iii) a change in the name of the Company, the location of the principal place of business of the Company or the registered office of the Company; (iv) any amendment, supplement, waiver or modification that the Board of Directors determines to be necessary or appropriate to address changes in Treasury Regulations, legislation or interpretation; and (v) a change in the Fiscal Year or taxable year of the Company and any other changes that the Board of Directors determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Company including a change in the dates on which distributions are to be made by the Company.

ARTICLE XVIII

DURATION AND DISSOLUTION OF THE COMPANY

Section 18.1 Duration. The Company shall continue perpetually unless terminated in accordance with the Act and the provisions of this Article XVIII.

Section 18.2 Dissolution; Winding Up.

(a) Events Causing Dissolution. The Company shall be dissolved upon the happening of any of the following events (each a “Dissolution Event”):

(i) the adoption of a resolution by the Board of Directors approving the dissolution of the Company;

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(ii) the operations of the Company shall cease to constitute legal activities under the Act or any other applicable law (as determined by the Board of Directors);

(iii) at any time there are no members of the Company unless the Company is continued without dissolution in accordance with the Act; or

(iv) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.

(b) Winding Up of the Company. Upon the occurrence of a Dissolution Event, the winding up of the Company and the termination of its existence shall be accomplished as follows:

(i) the Board of Directors shall proceed to wind up the affairs of the Company and all of the powers of the Board of Directors under this Agreement shall continue;

(ii) in connection with the winding up of the affairs of the Company, the Board of Directors shall liquidate the assets of the Company as promptly as is consistent with obtaining current fair market value of such assets (provided, however, that the Board of Directors may determine to distribute the Company’s assets, in whole or in part, in kind);

(iii) after paying or making reasonable provision for the payment to the Company’s creditors of all claims and obligations, including all contingent, conditional or unmatured contractual claims, in accordance with the Act, the Company shall distribute the remaining assets of the Company among the Members in accordance with Section 9.1(c);provided, however, that such distributions shall not be subject to the DRIP; and

(iv) upon completion of the winding up of the Company, including the distribution of Company property as provided in this Section 18.2(b), the Board of Directors shall cause the filing of a certificate of cancellation of the Certificate with the Secretary of State of the State of Delaware in accordance with the Act and of all qualifications and registrations of the Company as a foreign limited liability company in jurisdictions in which the Company shall be qualified to transact business, and shall take such other actions as may be necessary to terminate the existence of the Company.

ARTICLE XIX

MISCELLANEOUS

Section 19.1 Covenant to Sign Documents. Each Member covenants, for itself, himself or herself and its, his or her successors and assigns, to execute, with acknowledgment or verification, if required, any and all certificates, documents and other writings which may be necessary or expedient to form the Company and to achieve its purposes, including the Certificate and all amendments thereto, and all such filings, records or publications necessary or appropriate laws of any jurisdiction in which the Company shall conduct its business.

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Section 19.2 Notices. Except as otherwise expressly provided for in this Agreement, all notices which any Member may desire or may be required to give any other Members shall be in writing and shall be deemed duly given when delivered personally, when deposited in the United States mail, first-class postage pre-paid, when publicly disclosed by press release or in a filing with the SEC, when delivered electronically, or when made publicly in any other manner, including by press release, to the extent permitted by the Act.

Notices to Members delivered personally or electronically shall be addressed to the Members at the last address shown on the Company records. The Board of Directors may set a record date for the Members entitled to notice, in which only the Members as of the record date shall be entitled to receive such notice pursuant to this Section 19.2. Notices to the Directors, to the Manager or to the Company shall be delivered to the Company’s principal office and place of business at the address set forth in Article IV or as hereafter may be changed by the Board of Directors with notice to the Members.

Section 19.3 Entire Agreement. This Agreement (including any Class Designation) and the Subscription Agreements constitute the entire agreement among the parties hereto and supersede any and all prior agreements and representations, either oral or in writing, among the parties hereto with respect to the subject matter contained herein.

Section 19.4 Submission to Jurisdiction.

(a) The parties hereto agree that, (i) except as provided in clause (ii) below, any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, including any claim or cause of action (whether in contract, tort, statute, common law or otherwise) that may be based upon, arise out of or relate to the negotiation, execution or performance of this Agreement (including (A) any claim or cause of action based upon, arising out of or related to any representation or warranty made in connection with this Agreement or as an inducement to enter into this Agreement, (B) any derivative action, suit or proceeding brought on behalf of the Company, (C) any suit, action or proceeding asserting a claim of breach of a duty owed by any current or former Director, officer, employee, Manager or Member of the Company, their respective Affiliates, directors, officers, representatives, agents, shareholders, members, managers, partners and employees, and any other Person who serves at the request of KKR or its Affiliates as a director, officer, agent, member, manager, partner, stockholder, trustee or employee of the Company or any other Person, (D) any suit, action or proceeding asserting a claim arising pursuant to any provision of the Act or this Agreement or as to which the Act confers jurisdiction on the Court of Chancery of the State of Delaware or (E) any suit, action or proceeding asserting a claim governed by the internal affairs doctrine), shall be brought exclusively in the Court of Chancery of the State of Delaware, or if such court does not have jurisdiction over the subject matter of such proceeding or if such jurisdiction is not available, in the other courts of the State of Delaware or in the United States District Court for the District of Delaware, (ii) notwithstanding anything to the contrary herein, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall, to the fullest extent permitted by applicable law, be the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action arising under the Securities Act, and (iii) each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts

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(and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any of such courts or that any such suit, action or proceeding which is brought in any of such courts has been brought in an inconvenient forum. The foregoing provisions shall not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. To the fullest extent permitted by law as it now exists or may hereafter be amended, any Person acquiring or holding any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this Section 19.4.

(b) Subject to applicable law, process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing and subject to applicable law, each party agrees that service of process on such party as provided in Section 19.2 shall be deemed effective service of process on such party. Nothing herein shall affect the right of any party to serve legal process in any other manner permitted by law or at equity. WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING IN ANY SUCH COURT, EACH OF THE PARTIES IRREVOCABLY WAIVES AND RELEASES TO THE OTHER ITS RIGHT TO A TRIAL BY JURY, AND AGREES THAT IT WILL NOT SEEK A TRIAL BY JURY IN ANY SUCH PROCEEDING. SUCH WAIVER OF A TRIAL BY JURY DOES NOT SERVE AS A WAIVER BY ANY PARTIES HERETO OF ANY RIGHTS FOR CLAIMS MADE UNDER THE U.S. FEDERAL SECURITIES LAWS AND NO PARTY HERETO MAY WAIVE THE COMPANY’S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

Section 19.5 Waiver. No waiver by any party hereto of any breach of, or default under, this Agreement by any other party shall be construed or deemed a waiver of any other breach of or default under this Agreement, and shall not preclude any party from exercising or asserting any rights under this Agreement with respect to any other.

Section 19.6 Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 19.7 Application of Delaware Law. This Agreement, and all claims or causes of action (whether in contract, tort, statute, common law or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of the State of Delaware.

Section 19.8 Captions. Section titles or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement.

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Section 19.9 Number and Gender. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders.

Section 19.10 Counterparts; Electronic Signature. This Agreement may be executed in counterparts, any or all of which may be signed by the Manager and the Company, and each of their authorized officers and attorneys-in-fact, on behalf of the Members as their attorney-in-fact. Counterpart signature pages to each Member’s Subscription Agreement shall also constitute a counterpart to this Agreement upon acceptance thereof by the Company. For the avoidance of doubt a Person’s execution and delivery of this Agreement by electronic signature and electronic transmission (jointly, an “Electronic Signature”), including via DocuSign or other similar method, shall constitute the execution and delivery of a counterpart of this Agreement by or on behalf of such Person and shall bind such Person to the terms of this Agreement. The parties hereto agree that this Agreement and any additional information incidental hereto may be maintained as electronic records. Any Person executing and delivering this Agreement by Electronic Signature further agrees to take any and all reasonable additional actions, if any, evidencing its intent to be bound by the terms of this Agreement, as may be reasonably requested by the Company.

Section 19.11 Waiver of Action for Partition. Each of the parties hereto irrevocably waives during the term of the Company any right that it may have to maintain any action for partition with respect to any property of the Company or to cause the Company to be dissolved or liquidated.

Section 19.12 Waiver of Appraisal Rights. Each Member hereby agrees that it shall not have any appraisal rights pursuant to Section 18-210 of the Act or otherwise.

Section 19.13 Assignability. Each and all of the covenants, terms, provisions and arguments herein contained shall be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto, subject to the requirements of Article X.

Section 19.14 Anti-Money Laundering. Notwithstanding any other provision of this Agreement to the contrary, the Company and the Manager, in its own name and on behalf of the Company, shall be authorized, without the consent of any Person, including any Member, to take such action as it determines to be necessary or advisable to comply, or to cause the Company to comply, with any anti-money laundering or anti-terrorist laws, rules, regulations, directives or special measures.

Section 19.15 No Third Party Beneficiaries. Except for the Indemnified Parties, there are no intended or unintended third party beneficiaries of this Agreement (it being understood that each Indemnified Party is an express third party beneficiary with respect to the provisions of this Agreement applicable to them as if they were parties to this Agreement).

[signature page follows]

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IN WITNESS WHEREOF, the undersigned has executed this Third Amended and Restated Limited Liability Company Agreement on this 25^th day of September, 2023.

MEMBERS:
KKR DAV MANAGER LLC, in its capacity as attorney-in-fact of each of the Members
By:	/s/ Jason Carss
Name:	Jason Carss
Title:	Assistant Secretary
MANAGER:
KKR DAV MANAGER LLC
By:	/s/ Jason Carss
Name:	Jason Carss
Title:	Assistant Secretary

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SCHEDULE A

[Share Repurchase Plan]

SCHEDULE B

[Distribution Reinvestment Plan]

SCHEDULE C

Directors as of September 25, 2023

Raj Agrawal

Tara Davies

James Cunningham

John W. Somerhalder II (Independent Director)

Joshua Mills (Independent Director)

Phillip Nolan (Independent Director)

SCHEDULE D

[Repurchase Arrangement – Class E Shares]

EX-4.1

Exhibit 4.1

KKR INFRASTRUCTURE CONGLOMERATE LLC

Share Repurchase Plan

Effective as of September 25, 2023

Definitions

Board – shall mean the Company’s board of directors.

Class D shares – shall mean the shares of the Company’s limited liability interests classified as Class D.

Class F shares – shall mean the shares of the Company’s limited liability interests classified as Class F.

Class I shares – shall mean the shares of the Company’s limited liability interests classified as Class I.

Class R shares – shall mean the shares of the Company’s limited liability interests classified as Class R.

Class R-D shares – shall mean the shares of the Company’s limited liability interests classified as Class R-D

Class R-S shares – shall mean the shares of the Company’s limited liability interests classified as Class R-S

Class S shares – shall mean the shares of the Company’s limited liability interests classified as Class S.

Class U shares – shall mean the shares of the Company’s limited liability interests classified as Class U.

Company – shall mean KKR Infrastructure Conglomerate LLC, a Delaware limited liability company.

Investor Shares – shall mean the Company’s Class S shares, Class D shares, Class U shares, Class I shares, Class R-D shares, Class R-S shares, and Class R shares.

Manager – shall mean KKR DAV Manager LLC.

NAV – shall mean the aggregate net asset value of the Company attributable to its Class S, Class D, Class U, Class I, Class R-D, Class R-S, Class R and Class F shares, or the net asset value of a class of its shares, as the context requires, determined in accordance with the Company’s Valuation Policies and Procedures.

Plan – shall mean this share repurchase plan of the Company.

Shareholders – shall mean the holders of Class S, Class D, Class U, Class I, Class R-D, Class R-S, Class R or Class F shares.

Transaction Price – shall mean the repurchase price per share for each class of shares, which shall be equal to the NAV per Share as of the last month of the prior quarter.

Share Repurchase Plan

Shareholders may request that the Company repurchase Class S, Class D, Class U, Class I, Class R-D, Class R-S, Class R or Class F shares through their financial advisor or directly with the Company’s transfer agent. The procedures relating to the repurchase of the Company’s Class S, Class D, Class U, Class I, Class R-D, Class R-S, Class R and Class F shares are as follows:

• Certain broker-dealers require that their clients process repurchases through their broker-dealer, which may impact the time necessary to process such repurchase request, impose more restrictive deadlines than described under this Plan, impact the timing of a Shareholder receiving repurchase proceeds and require different paperwork or process than described in this Plan. A Shareholder should contact its broker-dealer first if it wants to request the repurchase of its shares.

• Under this Plan, to the extent the Company chooses to repurchase shares in any particular quarter, the Company will only repurchase shares as of the close of the fifth calendar day of the second month of that quarter, unless such day is not a business day, in which case we will repurchase Shares as of the close of the next succeeding business day (a “Repurchase Date”). To have shares repurchased, a Shareholder’s repurchase request and required documentation must be received in good order by 4:00 p.m. (Eastern Time) on the Repurchase Date of the applicable calendar quarter. Settlements of share repurchases will generally be made within three business days of the Repurchase Date. Repurchase requests received and processed by the Company’s transfer agent will be effected at a repurchase price equal to the Transaction Price on the applicable Repurchase Date (which will generally be equal to the Company’s NAV per share as of the last month of the prior quarter).

• A Shareholder may withdraw his or her repurchase request by notifying the transfer agent, directly or through the Shareholder’s financial intermediary, on the Company’s toll-free, automated telephone line, +1 (855) 844-8655. The line is open on each business day between the hours of 9:00 a.m. and 6:00 p.m. (Eastern Time). Repurchase requests must be cancelled before 4:00 p.m. (Eastern time) on the Repurchase Date of the applicable calendar quarter.

• If a repurchase request is received after 4:00 p.m. (Eastern Time) on the Repurchase Date of the applicable calendar quarter, the repurchase request will not be executed and, if a Shareholder still wishes to have its Shares repurchased, must be resubmitted after the start of the next calendar quarter. Repurchase requests received and processed by the Company’s transfer agent on a business day, but after the close of business on that day or on a day that is not a business day, will be deemed received on the next business day. All questions as to the form and validity (including time of receipt) of repurchase requests and notices of withdrawal will be determined by the Company, in its sole discretion, and such determination shall be final and binding.

• Repurchase requests may be made by mail or by contacting the Shareholder’s financial intermediary, both subject to certain conditions described in this Plan. If making a repurchase request by contacting the Shareholder’s financial intermediary, the Shareholder’s financial intermediary may require the Shareholder to provide certain documentation or information. If making a repurchase request by mail to the transfer agent, the Shareholder must complete and sign a repurchase authorization form, which can be found at the end of this Plan and which is available on the Company’s website, www.kinfra.com. Written requests should be sent to the transfer agent at the following address:

U.S. Post:

KKR Infrastructure Conglomerate LLC

SS&C GIDS, Inc.

P.O. Box 219302

Kansas City, MO 64121-9302

Courier:

KKR Infrastructure Conglomerate LLC

SS&C GIDS, Inc.

430 W 7th Street Suite 219302

Kansas City, MO 64105-1407

Toll Free Number: +1 (855) 844-8655

Corporate investors and other non-individual entities must have an appropriate certification on file authorizing repurchases. A signature guarantee may be required.

• For processed repurchases, Shareholders may request that repurchase proceeds are to be paid by mailed check provided that the check is mailed to an address on file with the transfer agent for at least 30 days. The Shareholders should check with their broker-dealers that such payments may be made via check or wire transfer, as further described below.

• Shareholders may also receive repurchase proceeds via wire transfer, provided that wiring instructions for their brokerage account or designated U.S. bank account are provided. For all repurchases paid via wire transfer, the funds will be wired to the account on file with the transfer agent or, upon instruction, to another financial institution provided that the Shareholder has made the necessary funds transfer arrangements. The customer service representative can provide detailed instructions on establishing funding arrangements and designating a bank or brokerage account on file. Funds will be wired only to U.S. financial institutions (ACH network members).

• A medallion signature guarantee will be required in certain circumstances described below. A medallion signature guarantee may be obtained from a domestic bank or trust company, broker-dealer, clearing agency, savings association or other financial institution which participates in a medallion program recognized by the Securities Transfer Association. The three recognized medallion programs are the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program and the New York Stock Exchange, Inc. Medallion Signature Program. Signature guarantees from financial institutions that are not participating in any of these medallion programs will not be accepted. A notary public cannot provide signature guarantees. The Company reserves the right to amend, waive or discontinue this policy at any time and establish other criteria for verifying the authenticity of any repurchase or transaction request. The Company may require a medallion signature guarantee if, among other reasons: (1) the amount of the repurchase request is over $500,000; (2) a Shareholder wishes to have repurchase proceeds transferred by wire to an account other than the designated bank or brokerage account on file for at least 30 days or sent to an address other than such Shareholder’s address of record for the past 30 days; or (3) the Company’s transfer agent cannot confirm a Shareholder’s identity or suspects fraudulent activity.

• If a Shareholder has made multiple purchases of the Company’s Class S, Class D, Class U, Class I, Class R-D, Class R-S, Class R or Class F shares, any repurchase request will be processed on a first in/first out basis unless otherwise requested in the repurchase request.

Early Repurchase Fee

Requests for repurchase will be subject to an early repurchase fee (the “Early Repurchase Fee”) of 5% of the NAV of the Investor Shares repurchased from a Shareholder if Investor Shares are repurchased within 24 months of the original issue date of such Shares.

Any Early Repurchase Fee will inure to the benefit of the Company. The Company may, from time to time, waive the Early Repurchase Fee in the case of repurchases resulting from death, qualifying disability or divorce.

All questions as to the applicability of the Early Repurchase Fee including the specific facts pertaining thereto and the validity, form and eligibility (including time of receipt of required documents) of a waiver from the Early Repurchase Fee will be determined by the Manager, in its sole discretion, and its determination will be final and binding.

Sources of Funds for Repurchases

The Company may fund repurchase requests from sources other than cash flow from operations, including, without limitation, borrowings, offering proceeds and the sale of the Company’s assets, and the Company has no limits on the amounts it may fund from such sources.

Repurchase Limitations

The Company may repurchase fewer shares than have been requested in any particular quarter to be repurchased under this Plan, or none at all, in its discretion at any time. In addition, the aggregate NAV of total repurchases of Class S, Class D, Class U, Class I, Class R-D, Class R-S, Class R and Class F shares will be limited to no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the average aggregate NAV as of the end of the immediately preceding three months).

In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any quarter, shares submitted for repurchase during such quarter will be repurchased on a pro rata basis after the Company has repurchased all shares for which repurchase has been requested due to death, divorce, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder. All unsatisfied repurchase requests must be resubmitted after the start of the next quarter, or upon the recommencement of this Plan, as applicable.

If the Transaction Price for the applicable quarter is not made available by the tenth business day prior to the Repurchase Date of the applicable quarter (or is changed after such date), the Company may elect to extend the repurchase offer to a later date or not to accept repurchase requests for such quarter and Shareholders who wish to have their shares repurchased the following quarter would then be required to resubmit their repurchase requests. The Transaction Price for each quarter will be available on the Company’s website at www.kinfra.com.

The Company will not repurchase Shares if (1) such purchases would impair the Company’s status as a holding company; (2) the Company would not be able to sell its assets in a manner that is orderly and consistent with its objectives in order to repurchase Shares under the Plan; or (3) there is, in the Board’s judgment, any (a) legal action or proceeding instituted or threatened challenging the Plan or otherwise materially adversely affecting the Company, (b) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by banks in the United States or New York State, which is material to the Company, (c) limitation imposed by Federal or state authorities on the extension of credit by lending institutions, (d) commencement or escalation of war, armed hostilities, acts of terrorism, natural disasters, public health crises or other international or national calamity directly or indirectly involving the United States that in the sole determination of the Board is material to the Company, (e) a material decrease in the estimated NAV of the Company from the estimated NAV of the Company as of the commencement of the quarterly repurchase or (f) other events or conditions that would have a material adverse effect on the Company or its Shareholders if Shares were repurchased. Further, the Board may make exceptions to, modify or suspend this Plan if in its reasonable judgment it deems such action to be in the best interests of the Company and its Shareholders. Material modifications, including any amendment to the 5% quarterly limitation on repurchases, to and suspensions of this Plan will be promptly disclosed to Shareholders in a supplement to the Company’s private placement memorandum or special or periodic report filed by the Company. Material modifications will also be disclosed on the Company’s website. In addition, the Company may determine to suspend this Plan due to regulatory changes, changes in law or if the Company becomes aware of undisclosed material information that it believes should be publicly disclosed before shares are repurchased.

If this Plan is suspended, the Board will consider the recommencement of the Plan at least quarterly. Continued suspension of the Plan will only be permitted if the Board determines that the continued suspension of the Plan is in the best interests of the Company and its Shareholders. The Board must affirmatively authorize the recommencement of the Plan before Shareholder requests will be considered again. The Board cannot terminate this Plan absent a liquidity event which results in the Company’s Shareholders receiving cash or securities listed on a national securities exchange or where otherwise required by law.

As described in the Company’s private placement memorandum, Class E shares of the Company will not be subject to this Plan, including with respect to any repurchase limits or the calculation of NAV.

REPURCHASE AUTHORIZATION FOR KKR Infrastructure Conglomerate LLC

Use this form to request repurchase of your shares in KKR Infrastructure Conglomerate LLC. Please complete all sections below.

1 REPURCHASE FROM THE FOLLOWING ACCOUNT

Name(s) on the Account
Account Number	Social Security Number/TIN

Financial Advisor Name   Financial Advisor Phone Number

2 REPURCHASE AMOUNT (Check one, required)	3 REPURCHASE TYPE (Check one, required)
☐ All Shares ☐ Number of Shares       ☐ Dollar Amount $	☐ Normal ☐ Death ☐ Divorce ☐ Dissolution ☐ Bankruptcy ☐ Insolvency ☐ Adjudicated Incompetence

Additional documentation is required if repurchasing due to Death, Divorce, Dissolution, Bankruptcy, Adjudicated Incompetence. Contact Investor Relations for detailed instructions at 855-844-8655.

4 PAYMENT INSTRUCTIONS (Select only one)

Indicate how you wish to receive your repurchase payment below. If an option is not selected, a check will be sent to your address of record. Repurchase proceeds for qualified accounts, including IRAs and other Custodial accounts, and certain Broker-controlled accounts as required by your Broker/Dealer of record, will automatically be issued to the Custodian or Broker/Dealer of record, as applicable. All Custodial held and Broker-controlled accounts must include the Custodian and/or Broker/Dealer signature.

☐ Cash/Check Mailed to Address of Record

☐ Cash/Check Mailed to Third Party/Custodian (Signature Guarantee required)

☐ I authorize KKR Infrastructure Conglomerate LLC or its agent to deposit my distribution into my checking or savings account. (Signature Guarantee required if checking or savings account is not on record) (Signature Guarantee required )

Name / Entity Name / Financial Institution		Mailing Address
City	State	Zip Code	Account Number

☐ Cash/Direct Deposit Attach a pre-printed voided check. (Non-Custodian Investors Only)

I authorize KKR Infrastructure Conglomerate LLC or its agent to deposit my distribution into my checking or savings account. In the event that KKR Infrastructure Conglomerate LLC deposits funds erroneously into my account, they are authorized to debit my account for an amount not to exceed the amount of the erroneous deposit.

Financial Institution Name   Mailing Address City State

Your Bank’s ABA Routing Number Your Bank Account Number

PLEASE ATTACH A PRE-PRINTED VOIDED CHECK

5 SHARE REPURCHASE PLAN CONSIDERATIONS (Select only one)

Our share repurchase plan contains limitations on the number of shares that can be repurchased under the plan during any calendar quarter. In addition to these limitations, we cannot guarantee that we will have sufficient funds to accommodate all repurchase requests made in any applicable repurchase period and we may elect to repurchase fewer shares than have been requested in any particular calendar quarter, or none at all. If the number of shares subject to repurchase requests exceeds the then applicable limitations, or if we otherwise do not make all requested repurchases, each shareholder’s request will be reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, divorce, dissolution, bankruptcy, insolvency or adjudicated incompetence. If repurchase requests are reduced on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death, divorce, dissolution, bankruptcy, insolvency or adjudicated incompetence, you may elect (at the time of your repurchase request) to either withdraw your entire request for repurchase or have your request honored on a pro-rata basis. If you wish to have the remainder of your initial request repurchased, you must resubmit a new repurchase request for the remaining amount. Please select one of the following options below. If an option is not selected, your repurchase request will be processed on a pro-rata basis, if needed.

☐ Process my repurchase request on a pro-rata basis.

☐ Withdraw (do not process) my entire repurchase request if amount will be reduced on a pro-rata basis.

6 AUTHORIZATION AND SIGNATURE

IMPORTANT: Signature Guarantee may be required if any of the following applies:

• Amount to be repurchased is $500,000 or more.

• The repurchase is to be sent to an address other than the address we have had on record for the past 30 days.

• The repurchase is to be sent to an address other than the address on record.

• If name has changed from the name in the account registration, we must have a one-and-the-same name signature guarantee. A one-and-the-same signature guarantee must state “<Previous Name> is one-and-the-same as <New Name>” and you must sign your old and new name.

• The repurchase proceeds are deposited directly according to banking instructions provided on this form. (Non-Custodial Investors Only)

Investor Name (Please Print)	Signature	Date
Co-Investor Name (Please Print)	Signature	Date

Signature Guarantee (Affix Medallion or Signature Guarantee Stamp Below)		Custodian and/or Broker/Dealer Authorization (if applicable)
		Signature of Authorized Person

* Please refer to the private placement memorandum you received in connection with your initial investment in KKR Infrastructure Conglomerate LLC, as amended by any amendments or supplements to that memorandum, for a description of the current terms of our share repurchase plan. The repurchase price will be available in supplements to the private placement memorandum and on our website, www.kinfra.com. There are various limitations on your ability to request that we repurchase your shares. Please see a copy of the applicable private placement memorandum, as amended and supplemented to date, for the current repurchase price. In addition, the aggregate NAV of total repurchases of Class S, Class D, Class U, Class I, Class R-D, Class R-S, Class R and Class F shares will be limited to no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the average aggregate NAV as of the end of the immediately preceding three months). Our board of directors may determine to make exceptions to, amend or suspend our share repurchase plan without shareholder approval. Material modifications to and suspensions of the share repurchase plan will be made available at www.kinfra.com. Repurchase of shares, when requested, will generally be made quarterly; provided however, that the board of directors may determine from time to time to adjust the timing of repurchases. All requests for repurchases must be received in good order by 4:00 p.m. (Eastern time) on the fifth calendar day of the second month of that quarter, unless such day is not a business day, in which case requests for repurchase must be received as of the close of the next succeeding business day. A Shareholder may withdraw his or her repurchase request by notifying the transfer agent, directly or through the Shareholder’s financial intermediary, on our toll-free, automated telephone line, 855-844-8655. Repurchase requests must be cancelled before 4:00 p.m. (Eastern time) on the applicable Repurchase Date (or if such Repurchase Date is not a business day, the prior business day). We cannot guarantee that we will have sufficient available funds or that we will otherwise be able to accommodate any or all requests made in any applicable repurchase period. All questions as to the form and validity (including time of receipt) of repurchase requests and notices of withdrawal will be determined by the Company, in its sole discretion, and such determination shall be final and binding.

Mail to: KKR Infrastructure Conglomerate LLC ∎ SS&C GIDS, Inc. ∎ PO Box 219302 ∎ Kansas City, MO 64121-9302

Overnight Delivery: KKR Infrastructure Conglomerate LLC ∎ SS&C GIDS, Inc. ∎ 430 W. 7th St., Suite 219302 ∎ Kansas City, MO 64105-1407

Investor Relations: 855-844-8655

XML

Document and Entity Information	Sep. 22, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001948056
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	Sep. 22, 2023
Entity Registrant Name	KKR Infrastructure Conglomerate LLC
Entity Incorporation State Country Code	DE
Entity File Number	000-56484
Entity Tax Identification Number	92-0477563
Entity Address, Address Line One	30 Hudson Yards
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	(212)
Local Phone Number	750-8300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false