EX-10.4





 Exhibit 10.4 

ADMINISTRATION AGREEMENT 

BETWEEN 
 KKR FS INCOME
TRUST 
 AND 

FS/KKR ADVISOR, LLC 
 This
Administration Agreement (this “Agreement”) is made this 1st day of November, 2022, by and between KKR FS INCOME TRUST, a Delaware statutory trust (the “Company”), and FS/KKR ADVISOR, LLC, a Delaware
limited liability company (the “Administrator”). 
 WHEREAS, the Company is a
non-diversified, closed-end management investment company that intends to elect to be regulated as a business development company under the Investment Company Act of
1940, as amended (the “Investment Company Act”); 
 WHEREAS, simultaneously with the execution of this Agreement,
the Company and the Administrator (in such capacity, the “Adviser”) have entered into that certain amended and restated investment advisory agreement (as the same may be amended from time to time, the “Investment
Advisory Agreement”) whereby the Adviser will furnish investment advisory services (the “Investment Advisory Services”) on the terms and conditions set forth therein; and 

WHEREAS, the Company desires to retain the Administrator to furnish administrative services (the “Administrative
Services”) to the Company on the terms and conditions hereinafter set forth, and the Administrator wishes to be retained to provide such services. 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows: 

 

	1.	 Duties of the Administrator. 



(a) Retention of Administrator. The Company hereby appoints the Administrator to furnish, or arrange for others to furnish, the
administrative services, personnel and facilities described below, subject to the supervision, direction and control of the board of trustees of the Company (the “Board”), the provisions of the Company’s declaration of
trust (as may be amended from time to time, the “Declaration of Trust”) and bylaws (as may be amended from time to time, the “Bylaws”), and applicable federal and state law. 

(b) Responsibilities of Administrator. The Administrator shall perform (or oversee, or arrange for, the performance of) the
administrative services necessary for the operation of the Company, including providing general ledger accounting, fund accounting, legal services, investor relations and other administrative services. Without limiting the generality of the
foregoing, the Administrator shall: 
 (i) provide the Company with office facilities and equipment, and provide clerical,
bookkeeping, accounting and recordkeeping services, legal services, and shall provide all such other administrative services as the Administrator shall from time to time determine to be necessary or appropriate to perform its obligations under this
Agreement; 

  
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 (ii) on behalf of the Company, enter into agreements and/or conduct
relations with custodians, depositories, transfer agents, distribution disbursing agents, distribution reinvestment plan administrators, shareholder servicing agents, accountants, auditors, tax consultants, advisers and experts, investment advisers,
compliance officers, escrow agents, attorneys, dealer managers, placement agents, underwriters, brokers and dealers, investor custody and share transaction clearing platforms, marketing, sales and advertising materials contractors, public relations
firms, investor communication agents, printers, insurers, banks, third-party pricing or valuation firms, and such other persons in any such other capacity deemed to be necessary or desirable by the Administrator and the Company; 

(iii) have the authority to enter into one or more sub-administration agreements (each, a “Sub-Administration
Agreement”) with other service providers (each, a “Sub-Administrator”) pursuant to which the Administrator may obtain the services of service providers in fulfilling its responsibilities hereunder. Any such
Sub-Administration Agreements shall be in accordance with the requirements of the Investment Company Act and other applicable federal and state law and shall contain a provision requiring the Sub- Administrator to comply with Sections 1(e)
and 2 below as if it were the Administrator. The Administrator and not the Company shall be responsible for any compensation payable to any Sub-Administrator engaged by the Administrator pursuant to this paragraph; 

(iv) as may be requested, make reports to the Board of its performance of obligations hereunder; 

(v) furnish advice and recommendations with respect to such other aspects of the business and affairs of the Company as the
Administrator reasonably shall determine to be desirable; 
 (vi) assist the Company in the preparation of and maintaining
the financial and other records that the Company is required to maintain and the preparation, printing and dissemination of reports that the Company is required to furnish to shareholders, and reports and other materials filed with the Securities
and Exchange Commission (the “SEC”), any securities exchange or other regulatory authority; 
 (vii)
provide on the Company’s behalf managerial assistance to those portfolio companies to which the Company is required to provide such assistance to the extent such portfolio companies request such assistance; 

(viii) assist the Company in determining and publishing the Company’s net asset value, oversee the preparation and filing
of the Company’s tax returns, and generally oversee and monitor the payment of the Company’s expenses; and 
 (ix)
oversee the performance of administrative and other professional services rendered to the Company by others. 
 (c) Acceptance of
Appointment. The Administrator hereby accepts such appointment and agrees during the term hereof to render the services described herein, subject to the reimbursement of costs and expenses provided for below, and subject to the limitations
contained herein. 
 (d) Independent Contractor Status. The Administrator, and any others with whom the Administrator subcontracts to
provide the services set forth herein, shall, for all purposes herein provided, be deemed to be independent contractors and, except as expressly provided or authorized herein or by other written agreement of the Company and the Administrator, shall
have no authority to act for or represent the Company in any way or otherwise be deemed agents of the Company. 

  
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 (e) Record Retention. Subject to review by, and the overall control of, the Board,
the Administrator shall maintain and keep all books, accounts and other records of the Company that relate to the Administrative Services performed by the Administrator hereunder as required under the Investment Company Act or the Investment
Advisers Act of 1940, as applicable (the “Advisers Act”). The Administrator shall render to the Board such periodic and special reports as the Board may reasonably request or as may be required under applicable federal and
state law, and shall make such records available for inspection by the Board and its authorized agents, at any time and from time to time during normal business hours. The Administrator agrees that all records that it maintains for the Company are
the property of the Company and shall surrender promptly to the Company any such records upon the Company’s request and upon termination of this Agreement pursuant to Section 7, provided that the Administrator may retain a copy of
such records. The Administrator further agrees that the records which it maintains for the Company will be preserved in the manner and for the periods prescribed by the Investment Company Act and the Advisers Act, as applicable, unless any such
records are earlier surrendered as provided above. 
  

	2.	 The Company’s Responsibilities and Expenses Payable by the Company. 



The Company, either directly or through reimbursement to the Administrator, shall bear all costs and expenses of its operations and
transactions not specifically assumed by the Adviser pursuant to the Investment Advisory Agreement, including (without limitation): organizational and offering expenses (excluding any shareholder servicing fee and subject to applicable Financial
Industry Regulatory Authority, Inc. limitations on underwriting compensation); corporate and organizational expenses relating to offerings of the Company’s shares of beneficial interests (the “Shares”), subject to
limitations included in this Agreement; the cost of calculating the Company’s net asset value for each share class, as applicable, including the cost of any third-party pricing or valuation services; the cost of effecting sales and repurchases
of Shares and other securities; investment advisory fees; fees payable to third parties including, without limitation, agents, consultants or other advisors, relating to, or associated with, making investments, monitoring investments and valuing
investments, including fees and expenses associated with performing due diligence reviews of prospective investments; interest payments on the Company’s debt or related obligations; transfer agent and custodial fees; research and market data
(including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data); fees and expenses associated
with marketing efforts; federal and state registration or notification fees; federal, state and local taxes; fees and expenses of trustees not also serving in an executive officer capacity for the Company or the Administrator; costs of proxy
statements, shareholders’ reports, notices and other filings; fidelity bond, directors/trustees and officers errors and omissions liability insurance and other insurance premiums; direct costs such as printing, mailing, long distance telephone
and staff costs; fees and expenses associated with accounting, corporate governance, independent audits and outside legal costs; costs associated with the Company’s reporting and compliance obligations under the Investment Company Act and
applicable federal and state securities laws, including compliance with the Sarbanes-Oxley Act of 2002, as amended; all costs of registration and listing the Shares or other securities of the Company on any securities exchange; brokerage commissions
for the Company’s investments; all other expenses incurred by the Administrator, any Sub-Administrator or the Company in connection with administering the Company’s business, including expenses
incurred by the Administrator or any Sub-Administrator in performing the Administrative Services for the Company and administrative personnel paid by the Administrator or any
Sub-Administrator, to the extent they are not controlling 

  
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persons of the Administrator, any Sub-Administrator or any of their respective affiliates; and any expenses incurred outside of the ordinary course of
business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding and indemnification expenses as provided for in the Declaration of Trust or
Bylaws. 
  

	3.	 No Fee; Reimbursement of Expenses. 



(a) In full consideration for the provisions of the services provided by the Administrator under this Agreement, the parties acknowledge that
there shall be no separate fee paid in connection with the services provided, notwithstanding that the Company shall reimburse the Administrator no less than monthly for all costs and expenses incurred by the Administrator in performing its
obligations and providing personnel and facilities hereunder. 
 (b) The Administrator shall allocate the cost of such services to the
Company based on factors such as total assets, revenues, time allocations and/or other reasonable metrics consistent with past practice (but solely to the extent such past practice is not inconsistent with the policies of the Administrator). 

 

	4.	 Other Activities of the Administrator. 



The services provided by the Administrator to the Company are not exclusive, and the Administrator may engage in any other business or render
similar or different services to others, so long as its services to the Company hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, member (including its members and the owners
of its members), officer or employee of the Administrator to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in
connection therewith (including fees for serving as a director or trustee of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable law). The Administrator assumes no responsibility under
this Agreement other than to render the services called for hereunder. It is understood that trustees, officers, employees and shareholders of the Company are or may become interested in the Administrator and its affiliates, as directors, officers,
employees, partners, interestholders, members, managers or otherwise, and that the Administrator and directors, officers, employees, partners, interestholders, members and managers of the Administrator and its affiliates are or may become similarly
interested in the Company as shareholders or otherwise. 
  

	5.	 Responsibility of Dual Directors/Trustees, Officers and/or Employees. 



If any person who is a manager, partner, member, officer or employee of the Administrator is or becomes a trustee, officer and/or employee of
the Company and acts as such in any business of the Company, then such manager, partner, member, officer and/or employee of the Administrator shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner,
member, officer or employee of the Administrator or under the control or direction of the Administrator, even if paid by the Administrator. 

  
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	6.	 Indemnification. 



The Administrator and any Sub-Administrator (and their officers, managers, partners, members (and their members, including the owners of their
members), agents, employees, controlling persons (as defined in the Investment Company Act) and any other person or entity affiliated with, or acting on behalf of, the Administrator or Sub-Administrator) (each, an “Indemnified
Party” and, collectively, the “Indemnified Parties”), shall not be liable to the Company for any action taken or omitted to be taken by any such Indemnified Party in connection with the performance of any of its
duties or obligations under this Agreement or otherwise as the administrator of the Company, and the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them
harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (“Losses”) incurred by the Indemnified Parties in or by reason of
any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the
Indemnified Parties’ duties or obligations under this Agreement, any Sub-Administration Agreement or otherwise as the administrator of the Company, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such
indemnification would not be inconsistent with the laws of the State of Delaware, the Investment Company Act or other applicable law, or the Declaration of Trust or Bylaws. Notwithstanding the preceding sentence of this Section 6 to the
contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any Losses to the Company or its shareholders to
which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties
and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). In addition, notwithstanding any
of the foregoing to the contrary, the provisions of this Section 6 shall not be construed so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities laws which, under
certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of
this Section 6 to the fullest extent permitted by law. 
 An Indemnified Party shall be entitled to advances from the Company for
payment of the reasonable expenses (including reasonable counsel fees and expenses) incurred by it in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent permissible under law. Prior to any
such advance, the Indemnified Party shall provide to the Company a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Company has been met and a written undertaking to repay any such
advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Indemnified Party shall provide a security in form and amount
acceptable to the Company for its undertaking; (b) the Company is insured against losses arising by reason of the advance; or (c) a majority of a quorum of disinterested non-party trustees
of the Company or independent legal counsel, in a written opinion, shall have determined, based on a review of facts readily available to the Company at the time the advance is proposed to be made, that there is reason to believe that the
Indemnified Party will ultimately be found to be entitled to indemnification. 

  
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	7.	 Duration and Termination of Agreement. 



(a) Term. This Agreement shall remain in effect with respect to the Company for two (2) years commencing on the date hereof, and
thereafter shall continue automatically for successive annual periods until terminated in accordance herewith. 
 (b) Termination.
This Agreement may be terminated at any time by either party, without the payment of any penalty, upon sixty (60) days’ written notice to the other party. This Agreement and the rights and duties of a party hereunder may not be assigned,
including by operation of law, by a party without the prior consent of the other party. The provisions of Section 6 of this Agreement shall remain in full force and effect, and the Administrator shall remain entitled to the benefits thereof,
notwithstanding any termination of this Agreement. 
 (c) Payments to and Duties
of Administrator Upon Termination. 
 (i) After the termination of this
Agreement, the Administrator shall not be entitled to reimbursement for further services provided hereunder, except that it shall be entitled to receive from the Company within thirty (30) days after the effective date of such termination all
unpaid reimbursements due and payable to the Administrator prior to termination of this Agreement. 
 (ii) The Administrator
shall promptly upon termination: 
 (A) deliver to the Board a full accounting, including a statement showing all payments
collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; 

(B) deliver to the Board all assets and documents of the Company then in custody of the Administrator; and 

(C) cooperate with the Company to provide an orderly transition of the Administrative Services. 

 

	8.	 Notices. 



Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other
party at its principal office. 
  

	9.	 Amendments. 



This Agreement may be amended in writing by mutual consent of the parties hereto, subject to the provisions of the Investment
Company Act. 
  

	10.	 Entire Agreement; Governing Law. 



This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect
to the subject matter hereof. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of New York. For so long as the Company is
regulated as a business development company under the Investment Company Act, this Agreement shall also be construed in accordance with the applicable provisions of the Investment Company Act, and any other then-current regulatory interpretations
thereunder. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Company Act, the latter shall control. 

  
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	11.	 Severability. 



If any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision shall be
deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof. 

 

	12.	 Counterparts. 



This Agreement may be executed in counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute
one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart. 
  

	13.	 Third Party Beneficiaries. 



Except for any Sub-Administrator (with respect to Section 6) and any
Indemnified Party, such Sub-Administrator and Indemnified Party, each being an intended beneficiary of this Agreement, this Agreement is for the sole benefit of the parties hereto and their permitted assigns
and nothing herein express or implied shall give or be construed to give to any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder. 

 

	14.	 Survival. 



The provisions of Sections 6, 7(b), 7(c), 10, 13 and this Section 14 shall survive termination of
this Agreement. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the
date above written. 
  

			
	KKR FS INCOME TRUST
		
	By:	 	/s/ Stephen Sypherd
		 	Name: Stephen Sypherd
		 	Title: General Counsel and Secretary


  

			
	FS/KKR ADVISOR, LLC
		
	By:	 	/s/ Stephen Sypherd
		 	Name: Stephen Sypherd
		 	Title: General Counsel and Secretary



  
 [Signature Page to
Administration Agreement]