SecProbe.io

July 13, 2023

VIA E-MAIL

Michael C. Foreman KKR FS Income Trust Select 201 Rouse Boulevard Philadelphia, PA 19112  Re: KKR FS Income Trust Select
 File Nos. 811-23880  Dear Mr. Foreman:
On June 6, 2023, you filed an initial registrati on statement on Form N-2 on behalf of KKR
FS Income Trust Select (the “Company”).  Our comments are set forth below.  Where a
comment is made with regard to disclosure in one location, it is applicable to all similar disclosure appearing elsewhere in the registra tion statement.  We may have additional comments
after reviewing your responses to the followi ng comments, or any amendment to the filing.
 General  1. We note that portions of the filing are inco mplete.  We may have additional comments on
such portions when you complete them in a pre-effective amendment, on disclosures
made in response to this letter, on inform ation supplied supplementally, or on exhibits
added in any amendments.
 2. Please supplementally explain th e status of any exemptive relief or no-action request
submitted, or expected to be submitted, in c onnection with the regi stration statement,
including with respect to multi-class relief for K-FIT.  Clarify whether the Company will
commence with its private placement prior to K-FIT receiving its relief to issue Class I shares, and if so, what will happen to i nvested funds pending receipt of relief.

3. Please tell us if you have presen ted any test the waters materi als in connection with this
offering.  We may have additiona l comments based on your response.
4. Throughout the document, the Company uses te rms such as “we,” “us,” and “our” to
refer to a third party (K-FIT) rather using those terms in their more common context to
refer to itself, which makes the use of thes e terms very confusing.  Notwithstanding the
Company’s intent to solely i nvest in K-FIT, please revise  the document throughout so it
is clear to whom such terms refer.

Michael C. Foreman
July 13, 2023 Page 2

5. The disclosure indicates that the Company intends to only offer securities privately while
simultaneously investing solely in an affiliated privately-offered BDC.  Supplementally explain what the business pur pose of this structure is.
 6. Please discuss whether, and to what extent, the Company’s investible assets in K-FIT will
result in K-FIT making new ABF Investments.  Will any of the Company’s assets be used to facilitate or support K-FIT’ s share repurchase program or the transferring of existing
K-FIT shareholders?  If so, please explai n in correspondence the nature of any
arrangements, and revise disclosure accordingly.
 Prospectus  Unlisted Closed-End Fund  Risks  (cover page)

7. Please include a risk bullet with the following disclosure: “An investor will pay a sales
load of up to [_]% and offering expenses of up to [_]% on the amounts it invests. If you
pay the maximum aggregate [__]% for sale s load and offering expenses, you must
experience a total return on your net investme nt of [__]% in order to recover these
expenses.”
 Hard Asset (page 8)
 8. The term “Great Financial Crisis” has not b een defined.  Please define terms when first
used.  Also, rather than using defined terms,  consider using terms of common usage, such
as the financial crisis of 2008 when possible.
 Management and Incentive Fees (page 16)
 9. Clarify briefly here, as disclosed elsewhere, that the Company will not pay a separate
advisory fee to the Advisor above th e fee structure at the K-FIT level.
 Valuations (page 31)
 10. The disclosure indicates that the Compa ny’s NAV will be “based on the value of its
interest in K-FIT.”  Consider clarifying, if true, that the Company’s NAV will be the
value of its assets (which will include its interest in K-FIT and other assets) less its liabilities.
 Risk Factors (page 53)
 11. It appears that the Company’s primary purpose is to purchase securities of K-FIT and sell
its own securities.  Please supplementally provide us with your analysis of the
Company’s status as an underwriter under Rule 140 of the Securities Act.  To the extent the Company might be considered an und erwriter, consider discussing any legal

Michael C. Foreman
July 13, 2023 Page 3

implications and risks related to such status.
K-FIT Discretionary Share Repurchase Program (page 124)
 12. We note that the Company intends to conduct tender offers simultane ously with K-FIT,
and then pro rate its own offers depending on th e participation rate in the K-FIT offers.
Please advise how this can be accomplished c onsistent with Rule 14e -1(b) and/or revise
the disclosure accordingly.
 13. The disclosure states “In the event the amount  of shares tendered exceeds the repurchase
offer amount, shares will be repurchased on a pro rata basis with priority for repurchase
requests in the case of the death or disability  of a shareholder.”  Please advise how you
determined that giving this pr oration priority woul d be consistent with Rule 13e-4(f)(3).

14. The disclosure states that “Repurchases of shares from shareholders by K-FIT will be
paid in cash pursuant to a promissory note after the determinati on of the relevant NAV
per share is finalized.”  Pl ease supplementally provide your  analysis, including citing
relevant Commission guidance, that payment of tender offer proceeds pursuant to a promissory note satisfies the prompt payment requirement of the tender offer rules or
delete the reference to payment pursuant to a promissory note.  Also clarify that the
Company will promptly pay repurchase o ffer proceeds within 5 business days.
 Number of Trustees; Vacancies;  Removal; Term and Election; Ce rtain Transactions (page 132)
15. In your response letter, provide us with your analysis regarding the enforceability of the
“Continuing Trustee” provisi on under applicable law.
 Exclusive Delaware Provisions (page 135)
 16. In the last sentence of this section, clarify what “Section 13.6 of the Declaration of Trust”
refers to.
Part C: Other Information  Item 15. Financial Statements and Exhibits
 17. Please file the finalized exhibits once they are available.
 Accounting Comments  18. Footnote 8 to the Summary of Fees and Expens es table notes “The Adviser has agreed to
waive the Base Management Fee and the Subordinated Incentive Fee on Income during
the Advisory Fee Waiver Period.”  Earlier in the filing the Advisory Fee Waiver Period is
disclosed as August 30, 2024.  The hypothetical  example provided appears to waive

Michael C. Foreman
July 13, 2023 Page 4

expenses for each period presented.  Pl ease review the amounts provided in the
hypothetical example and explain in correspondence how th ese amounts were calculated.
If no revisions are deemed necessary, please explain why in correspondence.

19. Disclosures in the Summary of Fees and Expe nses table discuss the incentive fees, how
they work at the BDC level, and how such fees effect the Company.  Please include a
hypothetical example that illustrates the capital gains part of the incentive fee that the
Company would incur.

*    *    *
Responses to this letter shoul d be made in a letter to me filed on EDGAR.  Where no
change will be made in the fili ng in response to a comment, plea se indicate this fact in the
letter to us and briefly stat e the basis for your position.

You should review and comply with all applicable requireme nts of the federal securities
laws in connection with the preparation and distribution of preliminary prospectuses.

Although we have completed our initial review of the regist ration statement, the filing
will be reviewed further after we receive your re sponse.  Therefore, we reserve the right to
comment further on the registrati on statement and any amendments .  After we have resolved
all issues, the Fund and its underw riter must request acceleration of  the effective date of the
registration statement.

In closing, we remind you that the Fund and its management are responsible for the
accuracy and adequacy of their disclosures in the registration statement, notwithstanding any review, comments, action, or absence of action by the staff.
  Should you have any questions regarding this letter, please feel fr ee to contact me at
(202) 551-3250 or, with regard to accoun ting comments, Mindy Rotter at 212-336-1096.
                S i n c e r e l y ,                       /s/ Raymond A. Be
               Raymond A. Be               A t t o r n e y - A d v i s e r   cc:  Jay Williamson, Securitie s and Exchange Commission
 James A. Lebovitz, Dechert LLP  Eric S. Siegel, Dechert LLP  Clay Douglas, Dechert LLP