0001140361-24-011419.txt : 20240305 0001140361-24-011419.hdr.sgml : 20240305 20240305163043 ACCESSION NUMBER: 0001140361-24-011419 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20240305 DATE AS OF CHANGE: 20240305 GROUP MEMBERS: GEORGE R. ROBERTS GROUP MEMBERS: HENRY R. KRAVIS GROUP MEMBERS: KKR & CO. INC. GROUP MEMBERS: KKR GROUP ASSETS HOLDINGS II L.P. GROUP MEMBERS: KKR GROUP ASSETS II GP LLC GROUP MEMBERS: KKR GROUP CO. INC. GROUP MEMBERS: KKR GROUP HOLDINGS CORP. GROUP MEMBERS: KKR GROUP PARTNERSHIP L.P. GROUP MEMBERS: KKR MANAGEMENT LLP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KKR FS Income Trust Select CENTRAL INDEX KEY: 0001975736 ORGANIZATION NAME: IRS NUMBER: 923617067 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-94422 FILM NUMBER: 24721060 BUSINESS ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 BUSINESS PHONE: 215-495-1150 MAIL ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KKR Alternative Assets LLC CENTRAL INDEX KEY: 0001820655 ORGANIZATION NAME: IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2127508300 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 30 HUDSON YARDS CITY: NEW YORK STATE: NY ZIP: 10001 SC 13D 1 ef20022394_sc13d.htm SC 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*

KKR FS Income Trust Select
(Name of Issuer)

Common Shares of Beneficial Interest, par value $0.01 per share
(Title of Class of Securities)

48256J 108
(CUSIP Number)

 Christopher Lee, Esq.
Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, NY 10001
(212) 750-8300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 27, 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. 48256J 108
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)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
142,857.1428
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
142,857.1428
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
142,857.1428
 
 
 
 
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)
 
 
71.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
2

CUSIP No. 48256J 108
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
 
 
142,857.1428
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
142,857.1428
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
142,857.1428
 
 
 
 
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)
 
 
71.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

3

CUSIP No. 48256J 108
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
 
 
142,857.1428
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
142,857.1428
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
142,857.1428
 
 
 
 
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)
 
 
71.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

4

CUSIP No. 48256J 108
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
 
 
142,857.1428
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
142,857.1428
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
142,857.1428
 
 
 
 
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)
 
 
71.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

5

CUSIP No. 48256J 108
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
 
 
142,857.1428
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
142,857.1428
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
142,857.1428
 
 
 
 
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)
 
 
71.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

6

CUSIP No. 48256J 108
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
 
 
142,857.1428
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
142,857.1428
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
142,857.1428
 
 
 
 
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)
 
 
71.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

7

CUSIP No. 48256J 108
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
 
 
142,857.1428
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
142,857.1428
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
142,857.1428
 
 
 
 
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)
 
 
71.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

8

CUSIP No. 48256J 108
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
 
 
142,857.1428
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
142,857.1428
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
142,857.1428
 
 
 
 
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)
 
 
71.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

9

CUSIP No. 48256J 108
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
 
 
142,857.1428
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
142,857.1428
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
142,857.1428
 
 
 
 
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)
 
 
71.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

10

CUSIP No. 48256J 108
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
 
 
142,857.1428
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
142,857.1428
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
142,857.1428
 
 
 
 
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)
 
 
71.4%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
11

Item 1.
Security and Issuer.

This Statement on Schedule 13D (this “Schedule 13D”) relates to common shares of beneficial interest, par value $0.01 per share (the “Shares”), of KKR FS Income Trust Select (the “Issuer”), a Delaware statutory trust that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, with its principal executive offices located at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

Item 2.
Identity and Background.

(a), (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by:

(i) KKR Alternative Assets LLC, a Delaware limited liability company;
(ii) KKR Group Assets Holdings II L.P., a Delaware limited partnership;
(iii) KKR Group Assets II GP LLC, a Delaware limited liability company;
(iv) KKR Group Partnership L.P., a Cayman Islands exempted limited partnership;
(v) KKR Group Holdings Corp., a Delaware corporation;
(vi) KKR Group Co. Inc., a Delaware corporation;
(vii) KKR & Co. Inc., a Delaware corporation;
(viii) KKR Management LLP, a Delaware limited liability partnership;
(ix) Henry R. Kravis, a United States citizen; and
(x) George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (x) are collectively referred to herein as the “Reporting Persons”).

KKR Group Assets Holdings II L.P. is the sole member of KKR Alternative Assets LLC. KKR Group Assets II GP LLC is the general partner of KKR Group Assets Holdings II L.P. KKR Group Partnership L.P. is the sole member of KKR Group Assets II GP LLC. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

Each of Joseph Bae, Scott Nuttall, Robert Lewin, Ryan Stork, and Kathryn King Sudol is a director and executive officer of KKR Group Holdings Corp. and KKR Group Co. Inc.  The executive officers of KKR & Co. Inc. are Messrs. Kravis, Roberts, Bae, Nuttall, Lewin, Stork, Dane Holmes and Ms. Sudol. The directors of KKR & Co. Inc. are listed on Annex A attached hereto, which is incorporated herein by reference (“Annex A”).

Each of Messrs. Bae, Nuttall, Stork and Holmes and Ms. Sudol is a United States citizen and Mr. Lewin is a Canadian citizen.

The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit A.

 (b) The address of the business office of each of the Reporting Persons and the other individuals named in this Item 2, unless as otherwise noted below, is:

30 Hudson Yards
New York, New York 10001

The address of the principal business office of Messrs. Kravis, Bae, Nuttall, Lewin, and Stork and Ms. Sudol is:

c/o Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, New York 10001

12

The address of the principal business office of Mr. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025

The address of the principal business office of Mr. Holmes is:

c/o Kohlberg Kravis Roberts & Co. L.P.
555 California Street, 50th Floor
San Francisco, CA 94104

The address of the business office of each of the individuals listed on Annex A (other than Messrs. Kravis, Roberts, Bae, and Nuttall) is listed therein.

(c) KKR Group Assets Holdings II L.P., KKR Group Partnership L.P., KKR Group Co. Inc., KKR & Co. Inc. and KKR Management LLP are principally engaged in being holding companies.  KKR Group Assets II GP LLC and KKR Group Holdings Corp. are principally engaged in being the general partners of their respective partnerships.  KKR Alternative Assets LLC is principally engaged in making investments.

The present principal occupation or employment of each of Messrs. Kravis, Roberts, Bae, Nuttall, Lewin, Stork, and Holmes and Ms. Sudol is as an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. The present principal occupation of each of the other individuals named in Item 2 is listed on Annex A.

(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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

On February 9, 2024, Issuer and KKR Alternative Assets LLC entered into a subscription agreement (the “Subscription Agreement”) whereby KKR Alternative Assets LLC made a capital commitment to invest an aggregate of $25,000,000 in Shares (the “Seed Commitment”).  Pursuant to the Subscription Agreement, KKR Alternative Assets LLC is required to fund drawdowns to purchase Shares up to the amount of the Seed Commitment periodically each time the Issuer delivers a drawdown notice to KKR Alternative Assets LLC. Pursuant to such Seed Commitment, on February 27, 2024, KKR Alternative Assets LLC purchased an aggregate of 142,857.1428 Shares at a price pf $25.00 per Share for an aggregate purchase price of $3,571,428.57 (the “Investment”).

The purchase price for the Investment was paid from working capital of KKR Alternative Assets LLC.

The foregoing description of KKR Alternative Assets LLC’s commitment to the Issuer does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement which is attached hereto and incorporated herein by reference to Exhibit C.

13

Item 4.
Purpose of Transaction.

The Reporting Persons are affiliates of the Issuer and an affiliate of the Reporting Persons is a joint owner and operator of the Issuer’s investment adviser, FS/KKR Advisor, LLC. The Reporting Persons acquired the Shares pursuant to a commitment to fund drawdowns and in order to align interests with future investors in the Issuer and seed the Issuer’s investment portfolio prior to third-party investors. This Schedule 13D filing is occasioned solely by KKR Alternative Assets LLC’s beneficial ownership of more than 5% of the presently outstanding Shares of the Issuer as a result of the Investment described in Item 3. KKR Alternative Assets LLC’s ownership as a percentage of the outstanding Shares may be deemed to have the resulting effect of changing or influencing the control of the Issuer, notwithstanding that the Shares of the Issuer beneficially owned by KKR Alternative Assets LLC were acquired in the ordinary course of its business and were not acquired for the purpose of changing or influencing the control of the Issuer.

The Reporting Persons acquired the securities reported herein for investment purposes and intend to review their investments in the Issuer on a continuing basis. The descriptions of the contributions and the transactions contained in Item 3 are hereby incorporated by reference into this Item 4.

KKR Alternative Assets LLC has agreed to not transfer or otherwise dispose of its Seed Commitment or Shares purchased thereunder without the Issuer’s prior written consent for a period ending on February 20, 2027. Subject to the foregoing, the Reporting Persons may dispose of some or all of their Shares, from time to time, by tendering such Shares for repurchase by the Issuer, depending on price, market liquidity, developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors deemed relevant. In addition, FS/KKR Advisor, LLC, an affiliate of the Reporting Persons, serves as the adviser of the Issuer and, as a result, one or more of the Reporting Persons will influence the activities of the Issuer.

Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons and, to the best knowledge of the Reporting Persons, each of the other individuals named in Item 2 above, have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons and, to the best knowledge of the Reporting Persons, each of the other individuals named in Item 2 above, with respect to the Issuer, the foregoing is subject to change at any time.

Item 5.
Interest in Securities of the Issuer.

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 142,857.1428 Shares, representing 71.4% of the outstanding Shares. The percentages of beneficial ownership in this Schedule 13D are based on an aggregate of 200,040 Shares outstanding as of February 27, 2024.

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.

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.

14

(c) Other than as described in Item 3 of this Schedule 13D, 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.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein.

(e) Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 3, 4 and 5 hereof is hereby incorporated by reference into this Item 6.

Except for the matters described herein, the Reporting Persons have no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to the securities of the Issuer.

Item 7.
Materials to be Filed as Exhibits.

Exhibit
No.
 
Description
 
Joint Filing Agreement by and among the Reporting Persons.
 
Powers of Attorney.
 
Subscription Agreement, dated as of February 9, 2024 between the Issuer and KKR Alternative Assets LLC.
 
15

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: March 5, 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
 

Annex A
 
Directors of KKR & Co. Inc.
 
The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc., whose address (unless otherwise specified in the Schedule 13D) is c/o KKR & Co. Inc., 30 Hudson Yards, New York, New York, 10001. Each of such persons is a citizen of the United States other than Arturo Gutiérrez Hernández, who is a citizen of Mexico, Xavier B. Niel, who is a citizen of France, Evan T. Spiegel, who is a citizen of the United States and France, and Matthew R. Cohler, who is a citizen of the United States and Malta.

Name
 
Principal Occupation
Henry R. Kravis
 
Co-Executive Chairman of KKR & Co. Inc.
George R. Roberts
 
Co-Executive Chairman of KKR & Co. Inc.
Joseph Y. Bae
 
Co-Chief Executive Officer of KKR & Co. Inc.
Scott C. Nuttall
 
Co-Chief Executive Officer of KKR & Co. Inc.
Adriane M. Brown
 
Managing Partner of Flying Fish Partners
Matthew R. Cohler
 
Former General Partner of Benchmark
Mary N. Dillon
 
President and Chief Executive Officer of Foot Locker, Inc.
Arturo Gutiérrez Hernández
 
Chief Executive Officer of Arca Continental, S.A.B. de C.V.
Xavier B. Niel
 
Founder and Chairman of the Board of Iliad SA
Kimberly A. Ross
 
Former Senior Vice President and Chief Financial Officer of Baker Hughes Company
Patricia F. Russo
 
Former Chief Executive Officer of Alcatel-Lucent
Robert W. Scully
 
Former Member of the Office of the Chairman of Morgan Stanley
Evan T. Spiegel
 
Co-Founder and Chief Executive Officer of Snap Inc.
 


EX-99.A 2 ef20022394_ex99-a.htm EXHIBIT A

Exhibit A

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Shares of Beneficial Interest, par value $0.01 per share, of KKR FS Income Trust Select is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: March 5, 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.B 3 ef20022394_ex99-b.htm EXHIBIT B

Exhibit B

POWER OF ATTORNEY

Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 
/s/ Henry R. Kravis
 
Name: Henry R. Kravis
   
Date: May 28, 2014
 


POWER OF ATTORNEY
 
Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.
 
 
/s/ George R. Roberts
 
Name: George R. Roberts
   
Date: May 28, 2014
 



EX-99.C 4 ef20022394_ex99-c.htm EXHIBIT C
Exhibit C
 
SUBSCRIPTION AGREEMENT
 
Subscription Agreement, dated as of February 9th, 2024, between KKR FS Income Trust Select, a Delaware statutory trust (the “Fund”), and KKR Alternative Assets LLC (the “Purchaser”).
 
WHEREAS, the Fund is a non-diversified, closed-end management investment company that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and that expects to elect to be regulated as a business development company (“BDC”) under the 1940 Act;
 
WHEREAS, the Fund proposes to issue and sell one class of common shares of beneficial interest, $0.01 par value per share - Class S (the “Shares”) - in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), set forth in Rule 506 of Regulation D promulgated thereunder;
 
WHEREAS, this Subscription Agreement is being executed and delivered in connection with the subscription by the Purchaser to purchase a number of Shares through periodic calls of all or a portion of capital amounts of the Purchaser’s aggregate capital commitment (the “Capital Commitment”) in the amount set forth on the signature page below; and
 
NOW, THEREFORE, the Fund and the Purchaser agree as follows:
 

1.
The Purchaser acknowledges and agrees that this subscription (i) is i1Tevocable on the part of the Purchaser, (ii) is conditioned upon acceptance by the Fund and (iii) may be accepted or rejected in whole or in part by the Fund in its sole discretion at any time. The Purchaser has received and reviewed, and agrees to be bound by, all the terms and provisions of this Subscription Agreement, the Fund’s bylaws (as amended, restated or modified from time to time), the Fund’s declaration of trust (as amended, restated or modified from time to time) and the investment advisory agreement by and between FS/KKR Advisor, LLC (the “Adviser”) and the Fund (as amended, restated or modified from time to time).
 

2.
The Fund expects to enter into separate Subscription Agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors “and together with the Purchaser, the “Investors”), providing for the sale of Shares to the Other Investors either on a capital commitment basis or for the immediate payment of cash against the immediate delivery of Shares. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the Purchaser and the Other Investors are to be separate sales.
 

3.
The closing of the subscription for the Shares by the Purchaser under this Subscription Agreement (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Purchaser) is accepted in whole or in part by the Fund (such date being the date filled in by the Fund on the signature page hereto). On the date of the Fund s receipt of the Purchaser’s first Drawdown Purchase (defined below), assuming the Closing has taken place, the Purchaser shall be registered as a shareholder of the Fund (a “Shareholder”) (assuming the Purchaser is not already a Shareholder).
 

4.
In the event that the Purchaser is permitted by the Fund to make an additional capital commitment to purchase Shares on a date after the Closing, the Purchaser shall be required to enter into a separate Subscription Agreement or an addendum to this Subscription Agreement covering such additional capital commitment.

1


5.
Drawdowns.
 

(a)
Subject to the provisions of this Section 5, the Purchaser agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund. The Purchaser shall be required to fund a capital contribution to purchase Shares (a “Drawdown Purchase”) each time the Fund delivers a notice (the “Drawdown Notice”) to the Purchaser. Drawdown Notices shall be delivered at least three business days prior to the date on which payment will be due (each, a “Drawdown Date”), which notice period may be waived with respect to any Drawdown Date by the Purchaser in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by the Purchaser to purchase Shares on such Drawdown Date. The per Share price for the purchase of Shares on a Drawdown Date (the “Per Share Price”) shall be equal to a per Share price equal to the then-current net asset value per Share (“NAV per Share”) as determined in accordance with the Adviser’s valuation procedures. However, the Fund reserves the right to sell Shares at a price set above the NAV per Share based on a variety of factors, including, without limitation, to account for an Investor’s allocable portion of the Fund’s initial offering, organizational and other expenses. No Investor shall be required to invest more than the total amount of its Capital Commitment.


(b)
Each Drawdown Purchase Price shall be payable, in U.S. dollars and in immediately available funds per the wire transfer instructions set forth in such Drawdown Notice. In addition to the wire transfer instructions, each Drawdown Notice shall set forth (i) the Drawdown Date, (ii) the aggregate amount of capital that is being drawn from all Investors and (iii) the Purchaser’s share of the capital being drawn. The delivery of a Drawdown Notice to the Purchaser shall be the sole and exclusive condition to the Purchaser’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the amount set forth therein, without any right of offset, reduction, counterclaim or defense.
 

(c)
Concurrent with any payment of all or a portion of the Drawdown Purchase Price, the Fund shall issue to the Purchaser a number of Shares equal to the amount of the Drawdown Purchase Price funded by the Purchaser on the applicable Drawdown Date divided by the Per Share Price as of such Drawdown Date. For the avoidance of doubt, the Fund shall not issue Shares to the Purchaser for any portion of the Purchaser’s Capital Commitment that has not been paid to the Fund and used to purchase Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”).
 

(d)
The Purchaser acknowledges and agrees that the Fund intends to request contributions from all Investors with an Undrawn Capital Commitment pro rata in accordance with the Capital Commitments of all Investors with Undrawn Capital Commitments; provided that the Fund shall retain the right, if determined by the Fund in its sole discretion, to require the Purchaser (i) to fund a Drawdown Purchase Price that is more or less than its pro rata share or (ii) to fund a Drawdown Purchase Price but not require Other Investors to do so to seek to equalize the percentage of the Purchaser’s total Capital Commitment that has been contributed to the Fund relative to the capital contributions of Other Investors or for regulatory tax or other similar basis for distinguishing among Investors, including compliance with an Investor’s internal investment guidelines. The Purchaser acknowledges and agrees that the Fund may, if determined by the Fund in its sole discretion, from time to time require capital contributions from Other Investors and not the Purchaser or vice versa. Accordingly, Drawdown Notices may be issued only to selected investors and Shareholders (including or excluding the Purchaser) from time to time and require a purchase of Shares by such Investors in amounts determined by the Fund in its sole discretion.

2


(e)
The Fund may enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered .into Capital Commitments with the Fund (other than any defaulting Investor) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then- current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section S(c). Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to f1md Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section S(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment.
 

6.
The Purchaser may terminate its obligations to fund any Undrawn Capital Commitment pursuant to this Subscription Agreement at any time by submitting a written request to the Fund; provided that such termination shall be conditioned upon (1) the Fund’s written acceptance and (2) entry by the Purchaser into a new subscription agreement with the Fund to purchase an amount of Shares no less than the Purchaser’s Undrawn Capital Commitment under this Subscription Agreement as of the date of such termination, on terms substantially similar in all material respects to each other subscription agreement providing for the admission of institutional investors to the Fund. For the avoidance of doubt, following the termination of the Subscription Agreement pursuant to this Section 6, any Undrawn Capital Commitment under this Subscription Agreement shall automatically be reduced to zero.

3


7.
The Purchaser represents and warrants to the Fund that it is acquiring the Shares for the Purchaser’s own account for investment purposes only and not with a view to resale or distribution.
 

8.
The Purchaser understands that the offering and sale of the Shares are intended to be exempt from registration under the Securities Act, applicable U.S. state securities laws and the laws of any non-U.S. jurisdictions by virtue of the private placement exemption from registration provided in Section 4(a)(2) of the Securities Act, exemptions under applicable U.S. state securities laws and exemptions under the laws of any non-U.S. jurisdictions, and the Purchaser agrees that neither its Capital Commitment nor any Shares acquired by the Purchaser (whether now owned or hereafter acquired by the Purchaser or over which the Purchaser now has or hereafter acquires the power of disposition) may be Transferred (as defined below) without the Fund’s prior written consent (i) for a period beginning on the date of the Closing and ending on the third anniversary of the date on which the Fund elects to be regulated as a BDC under the 1940 Act (the “Lock-Up”) and/or (ii) in any manner that would require the Fund to register the Shares under the Securities Act, under any U.S. state securities laws or under the laws of any non-U.S. jurisdictions; provided, that the Purchaser granting a lien on any Shares as all or any part of collateral to secure any type of financing transaction (“Collateral Shares”) and the Transfer of any Collateral Shares resulting from the foreclosure in respect of the lien on such Collateral Shares shall not require the Fund’s prior written consent and shall be permitted during the period of, and not be subject to, the Lock-Up. For purposes of this Subscription Agreement, “Transfer” (or any derivative thereof) shall mean to sell, offer for sale, agree to sell, exchange, transfer, assign, pledge, hypothecate, grant any option to purchase or otherwise dispose of or agree to dispose of, in any case whether directly or indirectly.
 

9.
The Purchaser represents and warrants that it is (i) a “qualified purchaser” within the meaning of Section 2(a)(51) of the 1940 Act, (ii) an “accredited investor” as defined in Rule 50 I(a) of Regulation D of the Securities Act and (iii) not subject to and is not aware of any facts that would cause the Purchaser to be subject to any of the “Bad Actor” disqualifications as described in Rule 506(d)(I)(i) to (viii) under the Securities Act.
 

10.
The Purchaser elects not to participate in any distribution reinvestment plan of the Fund and has completed or will complete upon request by the Fund the investor information form attached as Exhibit A hereto.

[Remainder of Page Intentionally Left Bank]

4

IN WITNESS WHEREOF, the Purchaser has caused its duly authorized officers to execute this Subscription Agreement as of the date first above written for a Capital Commitment of:

$25,000,000.00
 
 
KKR ALTERNATIVE ASSETS LLC
 
 
By:
/s/ James Rudy
 
Name:
James Rudy
 
Title:
Authorized Signatory

5

The foregoing Subscription Agreement is accepted and agreed by the Fund, for a Capital Commitment of $25,000,000.00, as of February 9th, 2024.

 
KKR FS INCOME TRUST SELECT
     
 
By:
/s/ Stephen S. Sypherd

Name: Stephen S. Sypherd

Title: General Counsel and Secretary


6