SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

KKR Real Estate Select Trust Inc.

(Name of Issuer)

Class I Shares of Common Stock, $0.001 per share

(Title of Class of Securities)

49836N502

(CUSIP Number)

Christopher Lee, Esq.

Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, NY 10001

(212) 750-8300

with a copy to:

Benjamin Wells, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 4, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 49836N502 13D

1	NAMES OF REPORTING PERSONS
	KKR Alternative Assets LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
	Delaware
6	CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			9,688,617.532
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			9,688,617.532
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,688,617.532
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

2

CUSIP No. 49836N502 13D

1	NAMES OF REPORTING PERSONS
	KKR Group Assets Holdings II L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			9,688,617.532
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			9,688,617.532
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,688,617.532
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

3

CUSIP No. 49836N502 13D

1	NAMES OF REPORTING PERSONS
	KKR Group Assets II GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			9,688,617.532
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			9,688,617.532
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,688,617.532
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

4

CUSIP No. 49836N502 13D

1	NAMES OF REPORTING PERSONS
	KKR Group Partnership L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			9,688,617.532
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			9,688,617.532
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,688,617.532
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

5

CUSIP No. 49836N502 13D

1	NAMES OF REPORTING PERSONS
	KKR Group Holdings Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			9,688,617.532
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			9,688,617.532
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,688,617.532
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

6

CUSIP No. 49836N502 13D

1	NAMES OF REPORTING PERSONS
	KKR Group Co. Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			9,688,617.532
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			9,688,617.532
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,688,617.532
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

7

CUSIP No. 49836N502 13D

1	NAMES OF REPORTING PERSONS
	KKR & Co. Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			9,688,617.532
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			9,688,617.532
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,688,617.532
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

8

CUSIP No. 49836N502 13D

1	NAMES OF REPORTING PERSONS
	KKR Management LLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			9,688,617.532
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			9,688,617.532
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,688,617.532
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

9

CUSIP No. 49836N502 13D

1	NAMES OF REPORTING PERSONS
	Henry R. Kravis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			9,688,617.532
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			9,688,617.532
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,688,617.532
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

10

CUSIP No. 49836N502 13D

1	NAMES OF REPORTING PERSONS
	George R. Roberts
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			9,688,617.532
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			9,688,617.532
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	9,688,617.532
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	49.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

11

Explanatory Note

This Amendment No. 10 (the “Amendment”) amends and supplements the Statement on Schedule 13D filed on August 26, 2021, as amended by Amendment No. 1 filed on April 6, 2022, as amended by Amendment No. 2 filed on September 2, 2022, as amended by Amendment No. 3 filed on December 6, 2022, as amended by Amendment No. 4 filed on February 8, 2023, as amended by Amendment No. 5 filed on May 2, 2023, as amended by Amendment No. 6 filed on June 7, 2023, as amended by Amendment No. 7 filed on October 6, 2023, as amended by Amendment No. 8 filed on January 3, 2024, as amended by Amendment No. 9 filed on April 1, 2024  (as amended, this “Schedule 13D”) relating to Class I shares of common stock, par value $0.001 per share (the “Shares”), of KKR Real Estate Select Trust Inc., a non-diversified, closed-end management investment company (the “Issuer”). The Issuer’s principal executive offices are located at 30 Hudson Yards, New York, New York 10001.

Except as specifically provided herein, this Amendment No. 10 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 10 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented to include the following:

Mr. Dane Holmes currently serves as an executive officer of KKR Group Holdings Corp. and KKR Group Co. Inc.

Item 3. Source and Amount of Funds or Other Considerations.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

On June 4, 2024 the Issuer issued 1,956,181.5340 Shares to KKR Alternative Assets LLC at a price per Share of $25.56, for an aggregate purchase price of approximately $50,000,000, which was paid from KKR Alternative Assets LLC’s investing capital.  On April 30, 2024 and May 31, 2024, the Issuer issued 48,295.771 and 49,899.135 Shares respectively, to KKR Alternative Assets LLC as payment for management fees and/or incentive fees based on the NAV per Share for an aggregate fee payment equivalent to $1,252,792.30 and $1,275,421.89 respectively, pursuant to the investment advisory agreement between KKR Real Estate Select Trust Inc. and KKR Registered Advisor LLC. Pursuant to such investment advisory agreement, KKR Registered Advisor LLC directed that KKR Alternative Assets LLC, its affiliate, receive these Shares on its behalf.

Item 5. Interest in Securities of the Issuer.

Items 5(a) - 5(c) of the Schedule 13D are hereby amended and restated as follows:

The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

(a) and (b). The Reporting Persons beneficially own an aggregate of 9,688,617.532 Shares, representing 49.8% of the outstanding Shares. The percentages of beneficial ownership in this Schedule 13D are based on an aggregate of 19,435,873.0330 Shares outstanding as of June 4, 2024 based on information provided by the Issuer.

KKR Group Assets Holding II L.P. (as the sole member of KKR Alternative Assets LLC), KKR Group Assets II GP LLC (as the general partner of KKR Group Assets Holding II L.P.), KKR Group Partnership L.P. (as the sole member of KKR Group Assets II GP LLC), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities reported herein.

12

The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any Shares except as described herein.

(c) Other than as set forth in Item 3 of this Amendment No. 10, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2, has engaged in any transaction in any Shares during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

On June 3, 2024, KKR Alternative Assets LLC entered into a Shareholder Priority Plan and NAV Support Agreement with the Issuer whereby KKR Alternative Assets LLC  agreed to continue to hold 7,732,435.9980 Shares (the “Support Shares”), through June 1, 2027 and, to the extent necessary, contribute such shares to the Issuer to support a net asset value ("NAV") per share of $27.00 on June 1, 2027. If on June 1, 2027 the Issuer's NAV per share is less than $27.00 per share for any share class, KKR Alternative Assets LLC will contribute to the Issuer as many of the Support Shares as are required, up to the maximum number of Support Shares, to reduce the number of outstanding shares and increase the NAV per share for each class of the Issuer’s shares up to $27.00 per share. If the Issuer’s NAV per share for any class on June 1, 2027 is less than $27.00 per share and the contribution of all of the Support Shares is not sufficient to cause the NAV per share for each class to equal $27.00 per share, KKR Alternative Assets LLC will contribute all such Support Shares to support the Issuer’s NAV per share on such date. KKR Alternative Assets LLC is not obligated to contribute any of the Support Shares prior to June 1, 2027, and KKR Alternative Assets LLC is not obligated to contribute any of the Support Shares if the NAV per share for each class equals or exceeds $27.00 per share on June 1, 2027.

The foregoing summary of the Shareholder Priority Plan and NAV Support Agreement is qualified in its entirety by reference to the Shareholder Priority Plan and NAV Support Agreement, a copy of which is filed as Exhibit D to this Schedule 13D and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:

D. Shareholder Priority Plan and NAV Support Agreement

13

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 6, 2024
	KKR ALTERNATIVE ASSETS LLC
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Secretary
	KKR GROUP ASSETS HOLDINGS II L.P.
	By:	KKR Group Assets II GP LLC, its general partner
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Secretary
	KKR GROUP ASSETS II GP LLC
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Secretary
	KKR GROUP PARTNERSHIP L.P.
	By:	KKR Group Holdings Corp., its general partner
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Secretary
	KKR GROUP HOLDINGS CORP.
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Secretary
	KKR GROUP CO. INC.
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Secretary
	KKR & CO. INC.
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Secretary

KKR MANAGEMENT LLP
By:	/s/ Christopher Lee
	Name: Christopher Lee
	Title: Assistant Secretary
HENRY R. KRAVIS
By:	/s/ Christopher Lee
	Name: Christopher Lee
	Title: Attorney-in-fact
GEORGE R. ROBERTS
By:	/s/ Christopher Lee
	Name: Christopher Lee
	Title: Attorney-in-fact

EX-99.D

Exhibit D

SHAREHOLDER PRIORITY PLAN AND NAV SUPPORT AGREEMENT

THIS SHAREHOLDER PRIORITY PLANAND NAV SUPPORT AGREEMENT (this “Agreement”) is made as of  June 3, 2024, by KKR Alternative Assets LLC, a Delaware limited liability company (“KAA”), and is acknowledged by KKR Real Estate Select Trust Inc., a Maryland corporation (“KREST”).

WHEREAS, KAA currently is both a shareholder and an affiliate of KREST’s investment adviser;

WHEREAS, KAA desires to take certain actions in an effort to support the net asset value (“NAV”) per share of KREST for the benefit of all KREST stockholders; and

WHEREAS, in connection therewith, and subject to the terms, conditions and contingencies described below, KAA desires to retain during the term of this Agreement, for potential contribution to KREST, a maximum of up to 7,732,435.9980 shares of Class I common stock of KREST (the “Support Shares”, the contribution of all or a portion of the Support Shares if any when required pursuant to this Agreement, the “Contribution”), with the date of measurement and any required Contribution taking place on June 1, 2027 (the “Measurement Date”).

NOW THEREFORE, BE IT RESOLVED, that in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Contribution Mechanics. KAA hereby agrees to maintain ownership of the maximum number of Support Shares until the Measurement Date. If at the close of business on the Measurement Date (prior to giving effect to any Contribution), the NAV per share relating to the Class S common shares, Class D common shares, Class U common shares or Class I common shares of KREST (each such class of shares of KREST, a “Class”) is less than $27.00 per share (the “Contractually Supported Share Value”), KAA agrees to contribute to KREST, as of the close of business on the Measurement Date and at no cost to KREST, a number of the Support Shares (calculated to include fractional shares) so that, if and when cancelled by KREST upon contribution, the NAV per share of each Class equals at least the Contractually Supported Share Value (calculated by rounding up or down to the nearest $0.01).  To the extent necessary to support the NAV of each Class, KAA agrees to exchange shares of Class I shares of KREST for an equivalent NAV of shares of another Class prior to the Contribution.  To the extent the maximum number of Support Shares is not sufficient to cause the NAV per share for each Class to reach at least the Supported Share Value, KAA will contribute the maximum number of the Support Shares to KREST in the aggregate for all Classes and the NAV per share of each Class will be increased ratably as determined by KREST in its sole discretion.  If on the Measurement Date the NAV per share of each Class equals or exceeds the Contractually Supported Share Value (calculated by rounding up or down to the nearest $0.01), then KAA will not be obligated to contribute any of the Support Shares. As part of the Contribution, KAA will also request that KREST cancel any of the Support Shares contributed by KAA pursuant to this paragraph 1.

2. Intended Tax Treatment.  KAA and KREST intend that (i) the Contribution be treated as a non-taxable contribution to capital pursuant to Section 118 of the Internal Revenue Code of 1986, as amended (the “Code”) and other applicable tax law and non-binding Internal Revenue Service guidance and (ii) any exchange of Class I Shares for a different Class of Shares be treated as a recapitalization pursuant to Section 368(a)(1)(E) of the Code.  KAA acknowledges that, to the extent it continues to hold any Class of shares after the Contribution, it will not be entitled to a deduction or loss in respect of any Support Shares actually contributed pursuant to this Agreement and that it will reallocate the basis of such contributed Support Shares to the remaining shares of KREST then held by KAA.  The parties agree to file all tax returns in a manner consistent with the foregoing and to not take any position contrary to unless required by applicable law.

Exhibit D

3. Miscellaneous.

(a) Complete Agreement.  Notwithstanding any writing, statement or understanding to the contrary, neither KAA nor any of its affiliates is obligated to (i) contribute any shares in excess of the maximum number of Support Shares, (ii) maintain, or take any liability for, the current or future value of the Support Shares, or (iii) take any other action (or to refrain from taking any action), directly or directly, except as specifically stated in this Agreement. This Agreement constitutes the entire agreement by KAA and supersedes all prior oral or written agreements and understandings between KAA and KREST relating to the subject matter hereof.

(b) Share Splits or Adjustments. If a share split or other adjustment to the number of shares held by each holder is effected for any Class between the date hereof and the Measurement Date, the Contractually Supported Share Value and the number of Support Shares will be adjusted proportionally.  Additional shares in excess of the maximum number of Support Shares (as of the date hereof (but giving effect to the prior sentence)) held or acquired by KAA (including but not limited to distribution reinvestment) will not be part of the Support Shares.

(c) Termination. This Agreement and KAA’s obligation to make the Contribution will automatically terminate on the earlier of (i) the Measurement Date (following the making of the Contribution only if required by this Agreement) or (ii) if KKR Registered Advisor LLC (or any of its affiliates) is removed as the investment adviser of KREST.

(d) Further Assurances. Each of the parties hereto shall execute and deliver such documents and other papers and perform such further acts as may be reasonably required, desirable or requested to carry out the provision hereof and the transactions contemplated hereby.

(e) Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of New York, irrespective of conflicts of law principles that would apply the laws of another jurisdiction; provided, however, that nothing herein shall be construed in a manner inconsistent with the Investment Company Act of 1940, as amended.

(d) Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument, and a facsimile of this Agreement or of a signature of any party shall be effective as an original.

(e) Successors and Assigns. The rights, title, benefits and obligations of KAA and the rights, title and benefits of KREST under this Agreement shall inure to the benefit of and be binding upon their respective successors and assigns, including that any affiliate of KAA may undertake the obligation to hold the maximum number of Support Shares to make the Contribution in lieu of KAA, which KAA may accomplish without KREST’s prior consent.

Exhibit D

(f) Third-Party Beneficiaries; Binding Effect. KAA intends for this Agreement to benefit KREST and be contractually binding on KAA.  No amendment to, or waiver of any provision of, this Agreement shall be valid without the prior written consent of KAA and KREST.  KAA acknowledges that this Agreement is not intended to create any binding obligations on KREST or KREST’s officers, directors or shareholders. Nothing expressed or implied in this Agreement is intended to confer upon any person or entity (including KREST’s officers, directors or shareholders), other than KREST and KAA, or their respective successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

(g) Severability. If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

 [SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the date first above written.

KKR Alternative Assets LLC
By:	/s/  Christopher Lee
Name: Christopher Lee
Title:   Secretary
Acknowledged by:
KKR Real Estate Select Trust Inc.
By:	/s/ Billy Butcher
Name: Billy Butcher
Title:   Chief Executive Officer

 [Signature Page to Shareholder Priority Plan and NAV Support Agreement]