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     March 14, 2023

    VIA EDGAR

            Re:

            KKR Infrastructure Conglomerate LLC

            Post- Effective Amendment No. 1 to Registration Statement on

            Form 10-12G

            Filed February 3, 2023

            File No. 000-56484

    Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, N.E.

      Washington, D.C.  20549

    Dear Ladies and Gentlemen:

    On behalf of KKR Infrastructure Conglomerate LLC (the “Company”), we are providing the following responses to the comment letter from the staff (“Staff”) of the Commission’s Division of Corporation Finance, dated February 17, 2023.  To assist your review, we have retyped the text of the Staff’s comments in italics below.  Page references in the text of this
      letter correspond to the pages of Post-Effective Amendment No. 1 of the above-referenced registration statement on Form 10-12G (“Post-Effective Amendment No. 1” or the “Registration

        Statement”).

    Unless otherwise defined below, terms defined in Post-Effective Amendment No. 1 and used below shall have the meanings given to them in Post-Effective Amendment No. 1.  The responses and information
      described below are based upon information provided to us by the Company.

      2

        Simpson Thacher & Bartlett LLP

        March 14, 2023

    Share Repurchases, page 14

          1.

            We note your intention to conduct recurring tender offers and to apply the Early Repurchase Fee to shares tendered by certain security holders. Please provide us your analysis of your ability to comply with
              Rules 14e-5 and 13e-4(f)(8)(ii) while conducting the tender offers described in your disclosure.

    The Company believes that its quarterly tender offers, including, where applicable, the application of the Early Repurchase Fee, as described in the Registration Statement, will be conducted in a manner that is
      consistent with Rule 14e-5 and Rule 13e-4(f)(8)(ii) under the Securities Exchange Act of 1934, as amended.

    All shareholders of the Company will have agreed in their subscription agreements with the Company to be bound by the terms and conditions set forth in its amended and restated limited liability company agreement to be
      adopted prior to the initial subscription of Shares by investors (the “LLCA”), including that the Early Repurchase Fee will be applied automatically to all repurchases of Shares that are tendered within two
      years of the original issue date of such Shares, subject to the limited exceptions set forth in the LLCA.  This feature is clearly disclosed in the Registration Statement. The Company notes that the Early Repurchase Fee will be applied to all
      shareholders based on the length of time that Shares held by such shareholders have been outstanding, and that any shareholder can avoid the Early Repurchase Fee by holding Shares for at least two years before tendering such Shares.

    The Early Repurchase Fee formula is designed to deter short-term investments in the Company, which operates its business with a focus on long-term ownership and operation of Infrastructure Assets.  Because the
      Company’s Infrastructure Assets are highly illiquid, the Early Repurchase Fee, which accrues entirely to the benefit of the Company and its long-term shareholders, reduces the risk of dilution of long-term shareholders, who would bear the dilutive
      effect of the Company selling assets that it would otherwise not sell in order to fund repurchases.

    The Company notes that Rule 14e-5 generally prohibits a “covered person” such as the Company from “directly or indirectly purchas[ing] or arrang[ing] to purchase any subject securities or any related securities except
      as part of the tender offer.”  The Company respectfully submits that the application of the Early Repurchase Fee to Shares tendered within two years of the original issue date of such Shares does not constitute a purchase of Shares outside of the
      applicable tender offer. Each quarterly tender offer will expire before the next quarterly tender offer commences. Therefore, there will be only one tender offer open at any given time and any holder desiring to have Shares purchased must participate
      in the then open tender. The Early Repurchase Fee is simply a contractual term of the Shares to be applied at the closing of the applicable tender offer and is not a mechanism for purchasing Shares other than through the then open tender offer.
      Accordingly, the Early Repurchase Fee does not implicate Rule 14e-5.

      3

        Simpson Thacher & Bartlett LLP

        March 14, 2023

    The Company also believes that its quarterly tender offers described in the Registration Statement, including, where applicable, application of the Early Repurchase Fee, will be conducted in a manner that complies with
      the requirements of Rule 13e-4(f)(8)(ii). Rule 13e-4(f)(8)(ii) generally requires that the consideration paid to any security holder for securities tendered in a tender offer be the highest consideration paid to any other security holder for
      securities tendered in the tender offer.  The Company believes that its application of the Early Repurchase Fee is consistent with the requirements of Rule 13e-4(f)(8)(ii) because (i) the tender offer price for any Shares tendered in a quarterly
      tender offer will be based on the NAV per Share of the applicable class of Shares and will be the same for all shareholders of the applicable class of Shares who participate in the tender offer, and (ii) as a contractual term, the Early Repurchase
      Fee will be applied automatically (subject to the limited exceptions set forth in the LLCA) and equally to all shareholders based on the formula set forth in the LLCA and disclosed in the Registration Statement.

    The Company also notes that early repurchase fees are a common feature of liquidity programs for other types of entities, such as non-traded real estate investment trusts and continuously offered closed-end investment
      companies, and have been accepted in tender offers by the Staff for over thirty years.  See e.g., Clarion Partners Property Trust Inc., SEC No-Action Letter (Feb. 24, 2012) and Pilgrim Prime Rate Trust, SEC No-Action Letter (Aug. 23, 1988).  The
      Company respectfully submits that the policy rationales underlying the Staff’s acceptance of the early repurchase fees used by non-traded real estate investment trusts and closed-end investment companies also apply to the Early Repurchase Fee.

          2.

            Regarding your statement that the amount of “Excess Shares" the Manager may recommend the company offer to purchase will depend upon, among other things, the amount of subscriptions received by the company
              during the month prior to the expiration of the tender offer. Please elaborate on how subscriptions received would impact the amount of Excess Shares

    The maximum number of Excess Shares, if any, that the Company will offer to repurchase in connection with any quarterly tender offer will be limited by the proceeds from subscriptions received by the Company during the
      month prior to the expiration of the then open tender offer.  Accordingly, although the Manager expects to consider other factors, including the Company’s then-current financial position and liquidity, and the presence of adverse macroeconomic
      conditions, in determining whether to recommend to the Company’s Repurchase Committee to authorize the Company to offer to repurchase Excess Shares (or the amount of Excess Shares that the Company offers to repurchase) in connection with any
      quarterly tender offer, the Company expects that the proceeds from subscriptions received by the Company during the month prior to the expiration of the tender offer will function as an upper limit on the number of Excess Shares, if any, that the
      Company offers to repurchase in the tender offer.

    The purpose of offering to repurchase Excess Shares, if any, in a quarterly tender offer would be to provide shareholders with additional liquidity in the event the tender is oversubscribed but limited to the extent
      the Company has correspondingly received additional liquidity from new subscriptions during the month prior to the expiration of the tender offer.  Because the Company intends to own and control Infrastructure Assets for the long term, the Company
      generally does not intend to dispose of Infrastructure Assets to pay tender offer consideration.  However, the Company recognizes that shareholders desiring to sell their shares could benefit from additional liquidity beyond the quarterly tenders for
      up to 5% of the Company’s aggregate NAV of Class S, Class D, Class U, Class I, Class R and Class F Shares and the repurchase of Excess Shares is designed to meet such demand while muting adverse consequences to the Company.

      4

        Simpson Thacher & Bartlett LLP

        March 14, 2023

    The Company believes that the Excess Share repurchase mechanism provides shareholders that wish to sell their Shares a potential source of additional liquidity without unduly burdening the Company or other shareholders
      who desire to continue to invest in the Company and its business. The Company will know the proceeds from the aggregate subscriptions for any month as of the first business day of the following month.  If there are no subscriptions in the relevant
      month, the Company would not offer to repurchase any Excess Shares.

    When determining the dollar amount of Excess Shares that the Manager would recommend to the Company’s Repurchase Committee to authorize the Company to offer to purchase, the Manager expects to consider any funding
      obligations the Company may have for its Infrastructure Assets, other actual or potential liabilities, and any other factors companies typically consider as part of prudent capital management, including the presence of adverse macroeconomic
      conditions.

    We would not be able to operate our business according to our business plans if we are required to register as an investment company . . . , page 47

          3.

            We have reviewed the response to comment 1 in your letter dated December 30, 2022. We have the following additional questions, to be answered supplementally:

    In order to respond most efficiently to your inquiries, we have broken our response into subparts set off by italicized subheadings restating the questions that are addressed.

          •

            The response notes that Holdings I may have Joint Ventures with two general partners.  Please describe the type of entity that would hold such other general partnership interest and how the other
              general partner is related to the Company’s general partner ownership interest.  Will such other general partner ever be unaffiliated with the Company?

    The Company (through wholly-owned subsidiaries) will serve as a co-general partner with respect to certain Joint Ventures held under Holdings I (the “Company GP Entity”).1 Although there is no requirement that the other general partner of a Joint Venture (a “Non-Company GP Entity”) be a KKR Vehicle2 indefinitely, it is expected, as noted in the Registration Statement, that the other general partner of such Joint Venture at the time of formation will be an entity that
      is wholly owned by another KKR Vehicle participating in that Joint Venture.3  If there are other KKR Vehicles besides the Non-Company GP Entity investing in the Joint
      Venture, they will do so as limited partners.  With respect to whether the Non-Company GP Entity may ever be a non-KKR Vehicle, the limited partnership agreement that the Company currently intends to use for each of its Joint Ventures (the “Form JV Agreement”) provides that the Company will always have the right to hold or dispose of its interest in a Joint Venture independently of the Non-Company GP Entity and any other participants in the Joint
      Venture, and will have no obligation to sell its interest in any Joint Venture at such time that a Non-Company GP Entity owned by a KKR Vehicle may seek to sell its interest in that Joint Venture.  Because of this, one potential example of the
      Non-Company GP Entity being a non-KKR Vehicle is a scenario where the KKR Vehicle that is serving as the Non-Company GP Entity of a Joint Venture has determined to sell its investment to a non-KKR Vehicle and the Company has chosen not to participate
      in that sale.

          •

            Would the Company’s GP Entity hold a majority interest?  Would it ever be less than a majority?

    As one of two co-general partners (with respect to Joint Ventures owned by Holdings I), a Company GP Entity will always hold 50% of the voting interest in any Joint Venture that the Company treats as a
      “Good Asset” for purposes of calculating compliance with Section 3(a)(1)(C) of the 1940 Act.4 As discussed further below, neither of the co-general partners will have
      greater or lesser rights vis-à-vis the other.

          •

            Please also discuss the nature of each of the Company’s GP entity and the other general partner’s involvement in management of the Holdings I Joint Venture. Would such general
                partner ever jointly manage and, if so, how does that affect your analysis under Howey and Williamson? Page 9 of your response states that “[w]here the Form JV Agreement contemplates two general partners, those two general
                partners will be in parity, ensuring that there is no circumstance in which the Company would have limited authority in comparison to the other general partner.” Please explain in further detail what that means and how much authority each
                of the Company’s GP entity and other general partner would have.

            1

              The Company, like several other market participants that invest in real assets such as infrastructure, will conduct its business through majority-owned or primarily
                controlled subsidiaries, as measured by ownership of voting securities with respect to the underlying issuer.  In measuring its compliance with Section 3(a)(1)(C) of the Investment Company Act of 1940, as amended, (the “1940 Act”), the Company will not treat as “Good Assets” interests (including general partner interests) in Joint Ventures that would themselves be investment companies but for reliance on Sections 3(c)(1)
                or 3(c)(7) of the 1940 Act.

            2

            The Registration Statement defines “KKR Vehicles” as “[t]he funds, investment vehicles and accounts managed, now or in the future, by KKR, the Manager, KKR Credit 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).”

            3

            See page 106 of the Registration Statement.

            4

              Accordingly, each Joint Venture that is treated as a “Good Asset” will be a majority-owned subsidiary of the Company. A
                  “majority-owned subsidiary” of a person is defined in Section 2(a)(24) of the 1940 Act as a company 50% or more of whose outstanding voting s