A vacancy createddesignated as an executor, guardian or trustee of an interest in, any security issued by an increase ininvestment adviser or principal underwriter to the numberFund; be a partner or employee of directorsany firm that has acted as legal counsel to the Fund or byan investment adviser or principal underwriter to the death, resignation, removal, adjudicated incompetenceFund during the last two years; or have certain relationships with a broker-dealer or other incapacity of a director may be filled only by a vote of a majorityperson that has engaged in agency transactions, principal transactions, lent money or other property to, or distributed shares on behalf of the remaining directors. As providedFund.

Board of Directorstheir affiliates and Executive Officers.

Our board of directors consists of five members, a majority of whomhas concluded that Andrew C. Cooper, William J. Gremp and Eugene S. Stark are not “interested persons” as defined in Section 2(a)(19) ofby the 1940 Act and therefore qualify as independent directors under the 1940 Act. In reaching this conclusion, the Board concluded that Messrs. Cooper, Gremp and Stark had no relationships with PFIM, Prospect Administration, PCM, the Fund’s dealer manager or any of their affiliates, other than their positions as directors of the Fund and, if applicable, investments in us that are on the same terms as those of other stockholders.

Directors and Executive Officers

Information regarding our board of directors is set forth below. We have dividedBoard in determining whether the directors into two groups—interested directors and independent directors. The address for each director is c/o Triton Pacific Investment Corporation, Inc., 6701 Center Drive, 14th Floor, Los Angeles, CA 90045.

Biographical Information

Interested Directors:

Craig J. Faggen:Mr.independent under the 1940 Act. The Board has determined that each of its directors, other than Messrs. Eliasek and Faggen, is ourindependent under the 1940 Act.

Ivan Faggen:directors.

Independent Directors:

Ronald W. Ruther:For the past five years, Mr. Ruther has servedGremp was with Merrill Lynch & Co., starting out as an independent business advisor to small businesses, their owners and a coach to their CEOs. Duringassociate in the past 20 years, he has served on many boards of directors for privately owned companies with annual sales ranging from $10 million to over $150 million. As a Director, Mr. Ruther has served as Chairman of Governance, Audit and Compensation Committees. Prior to this, Mr. Ruther was with Arthur Andersen & Co. for 32 years and took early retirement in 1992. As a tax partner for over 20 years and Head of the Tax Practice in Orange County, California, Mr. Ruther specialized in business consulting, mergers and acquisitions executive compensation, employee benefitsdepartment, then in 1986 becoming the senior vice president, managing director and family wealth planning. His clients rangedhead of the regulated industries group. Mr. Gremp’s knowledge of financial and accounting matters qualifies him to serve on the Fund’s Audit Committee and his independence from start-ups to large public corporations. Mr. Ruther receivedthe Fund, PFIM and Prospect Administration enhances his service as a B.S. in Business from Northwestern University and a J.D. from Northwestern Law School. He is a retired CPA and member of the Illinois Bar.

Marshall Goldberg:DuringBoard.

William Pruitt:For the past five years, Mr. Pruitt has servedProspect Administration enhances his service as the general manager of Pruitt Enterprises, LP and president of Pruitt Ventures, Inc. Previously, Mr. Pruitt served as the managing partner for the Florida, Caribbean and Venezuela operationsa member of the independent auditing firm of Arthur Andersen, LLP. Mr. Pruitt has been an independent board member of multiple boards, including Swisher Hygiene, Inc., NV5, Inc., MAKO Surgical Corp., PBSJ Corporation,Board.

Executive Officers (who are not directors):

Michael Carroll,Chief Financial Officer and Secretary:Mr. Carroll has served as our Chief Financial Officer and secretary since inception, and has extensive experience in the area of financial accounting and has spent several years at Triton Pacific managing fund finances and investor relations. Prior to joining Triton Pacific, Mr. Carroll managed the business functions and accounts of various political organizations and worked on Capitol Hill. Prior experiences include serving as Deputy Treasurer of Virginians for Jerry Kilgore, a Richmond-based candidate committee, where Mr. Carroll managed the committees’ campaign contributions, totaling over $22 million. Mr. Carroll received a B.S. from Virginia Commonwealth University.

Risk Oversight and Board Structure

Board Leadership Structure

The Company’sFund’s business, and affairs are managed undermonitors the directionactivities and responsibilities of the Board. Among other things, the Board sets broad policies for the Company and approves the appointment of the Company’s investment advisers, administrator and officers. The roleexecutive officers in various ways.

Underexecutive officers, as applicable, also provides regular updates to the Company’s Amended and Restated Bylaws,members of the Board may designate oneregarding the Fund’s business between the dates of regular meetings of the Company’s directors as chair to preside overBoard.

Each year, the Independent Directors will designate an Independent Director to serve as the lead Independent Director on the Board. The designation of a lead Independent Director is for a one-year term and a lead Independent Director may be eligible for re-election at the end of that term. If the lead Independent Director is unavailable for a meeting, his or her immediate predecessor will serve as lead Independent Director for such meeting. The lead Independent Director will preside over meetings of the Company’s Independent Board. The lead Independent Director will also serve as a liaison between the Company’s Independent Board and the Company’s management on a wide variety of matters, including agenda items for the Board meetings. Designation as such does not impose on the lead Independent Director any obligations or standards greater than or different from those of the Company’s other directors. Mr. Ruther currently serves as the Independent Board’s lead Independent Director.

All of the Independent Directors play an active role on the Board. The Independent Directors compose a majority of theentire Board and are closely involved in all material deliberations related to the Company. The Board believes that, with these practices, each Independent Director has an equal involvement in the actions and oversight role of the Board and equal accountability to the Company and its stockholders. The Independent Directors are expected to meet separately (i) as part of each regular Board meeting and (ii) with the Company’s chief compliance officer, as part of at least one Board meeting each year. The Independent Director committee may hold additional meetings at the request of the lead Independent Director or another Independent Director.

The Board believes that its leadership structure—a chair of the Board with the requisite experience, a lead independent director, and committees led by independent directors—is the optimal structure for the Company at this time because it allows the Company’s directors to exercise informed and independent judgment, and allocates areas of responsibility among committeescomprised solely of independent directors and (b) monitoring by the fullFund’s Chief Compliance Officer in accordance with its compliance policies and procedures.

Board Role in Risk Oversight

The Board oversees the Company’s business and operations, including certain risk management functions. Risk management is a broad concept comprising many disparate elements (for example, investment risk, issuer and counterparty risk, compliance risk, operational risk, and business continuity risk). The Board implementsfulfilling its risk oversight function both as a whole and through its committees. In the course of providing oversight, the Board and its committees receive reports on the Company’s and the Advisers’ activities, including reports regarding the Company’s investment portfolio and financial accounting and reporting. The Board also receives a quarterly report from the Company’s chief compliance officer, who reports on the Company’s compliance with the federal and state securities laws and the Company’s internal compliance policies and procedures as well as those of the Advisor, the managing dealer for the Offering (the “Managing Dealer”), the Company’s administrator and the Company’s transfer agent.responsibilities. The Audit Committee’s meetings with the Company’s independent public accounting firm also contribute to its oversight of certain internal control risks. In addition, the Board meets periodically with the Adviser to receive reports regarding the Company’s operations, including reports on certain investment and operational risks, and the Independent Directors are encouraged to communicate directly with senior members of the Company’s management.

The Board believes that this role in risk oversight is appropriate for the Company at this time. The Company believes that there are robust internal processes in placeresponsibilities include reviewing and a strong internal control environment to identify and manage risks. However, not all risks that may affect the Company can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are beyond the control of the Company, the Adviserdiscussing with management and the Company’s other service providers.

Meetings of the Board of Directors

During the fiscal year of 2015, our board of directors held four board meetings and four Audit Committee meetings. All directors attended all of the meetings of the board of directors and of the respective committees on which they serve. We require each director to make a diligent effort to attend all board and committee meetings as well as each annual meeting of our stockholders.

Committees of the Board of Directors

Audit Committee

Our audit committee is composed wholly of our independent directors. A copy of the charter of our audit committee is attached as Appendix A to this proxy statement. The audit committee is responsible for approving our independent accountants, reviewing with our independent accountants the plans and resultsannual audited financial statements of the audit engagement, approving professional services provided by ourFund, including disclosures made in management’s discussion and analysis; reviewing and discussing with management and the independent accountants reviewing the Fund’s quarterly financial statements prior to the filings of its quarterly reports on Form 10-Q; pre-approving the independent accountants’ engagement to render audit and/or permissible non-audit services; and evaluating the qualifications, performance and independence of ourthe independent accountants and reviewing the adequacy of our internal accounting controls. The audit committee is also responsible for aiding our board of directors in fair value pricing debt and equity securities that are not publicly-traded or for which current market values are not readily available and for determining the net asset value of our shares. The board of directors and audit committee may utilize the services of an independent valuation firm to help them determine the fair value of these securities. Messrs. Pruitt, Goldberg and Ruther are the members of our audit committee, and Mr. Ruther is the chairman. Our board of directors has determined that Mr. Ruther is an “audit committee financial expert” as defined under relevant SEC rules.

Nominating and Corporate Governance Committee

The board of directors has not yet designated a separate Nominating and Corporate Governance committee. Instead, the entire board of directors performs the functions of the Nominating and Corporate Governance committee. The Nominating and Corporate Governance committee does not have a written charter. The board (actingaccountants. Acting as the Nominating and Corporate Governance Committee) is responsible forCommittee, the Board’s risk oversight responsibilities include selecting researching and nominating directors for electionqualified nominees to be elected to the Board by our stockholders,stockholders; selecting qualified nominees to fill any vacancies on the board of directorsBoard or a committee thereof,thereof; developing and recommending to the Board a set of corporate governance principles applicable to the Fund; and overseeing the evaluation of ourthe Board and management.

The NominatingAudit Committee consists solely of independent directors.

The Nominating and Corporate Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the Nominating and Corporate Governance Committee considers and discusses diversity,Fund must, among other factors, with a view toward the needs of the board of directors as a whole. things, meet certain income source, asset diversification and income distribution requirements.

Stockholder Recommendationcommittees’ roles in risk oversight complements its Board’s leadership structure because it allows the Fund’s independent directors to exercise oversight of Director Candidates torisk without any conflict that might discourage critical review through the Nominatingtwo fully independent board committees, auditor and Corporate Governance Committee

independent valuation providers, and otherwise.

Compensation Committee

Because none of our executive officers are compensated by the Company, the board does not maintain a separate Compensation Committee. Instead, the entire board performs the functions of the Compensation Committee. The Compensation Committee does not have a written charter.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, the entire Board performed the functions of the Compensation Committee. None of our executive officers has ever served as a director of another entity any of whose executive officers served on our Compensation Committee.

Compensation of Directors

On December 15, 2014, the Company entered into an agreement (the “Director Agreement”) with its three independent directors, Marshall Goldberg, William Pruitt and Ronald Ruther, whereby the Independent Directors agreed to certain revisions to their compensation for serving as members of the Company’s Board. Specifically, effective October 1, 2014, the fees payable to an Independent Director shall be determined based on the Company’s net assets as of the end of each fiscal quarter and be paid quarterly in arrears as follows:

Executive Compensation

None of our executive officers will receive direct compensation from us. We do not currently have any employees and do not expect to have any employees in the foreseeable future. The services necessary for the operation of our business will be provided to us by the officers and the employees of our Adviser and Administrator pursuant to the terms of the investment adviser agreement and the administration agreement, respectively.

The independent directors are entitled to receive annual cash retainer fees, determined based on the Fund’s net asset value as of business conduct and ethicsthe end of each fiscal quarter. Amounts payable by the Fund under the arrangement will be supplied free of charge to any requestor by calling the Company at (310) 943-4990. The Company intends to disclose any amendments to or waivers of required provisions of the code of business conductdetermined and ethics on Form 8-K,paid quarterly in arrears as required by the Exchange Act and the rules and regulations promulgated thereunder.

Communications Between Stockholders and the Board

The Board welcomes communications from the Company’s stockholders. Stockholders may send communications to the Board or to any particular director to the following address: c/o Triton Pacific Investment Corporation, Inc., 6701 Center Drive, 14th Floor, Los Angeles, California 90045. Stockholders should indicate clearly the director or directors to whom the communication is being sent so that each communication may be forwarded directly to the appropriate director(s).

follows:

Net Asset Value		Annual Cash Retainer			Board Meeting Fee			Annual Audit Committee Chairperson Fee			Annual Audit Committee Member Fee			Audit Committee Meeting Fee
$0 - $100 million			$0			$0			$0			$0			$0
$100 million - $250 million			$20,000			$1,000			$10,000			$2,500			$500
Over $250 million			$30,000			$1,000			$12,500			$2,500			$500

Certain Relationships and Related Transactions

The CompanyFund has procedures in place for the review, approval and monitoring of transactions involving the CompanyFund and certain persons related to the Company.Fund. For example, the CompanyFund has a code of conduct that generally prohibits any employee, officer or director from engaging in any transaction where there is a conflict between such individual’s personal interest and the

interests of the Company.Fund. Waivers to the code of conduct for any executive officer or member of the Board must be approved by the Board and are publicly disclosed as required by applicable law and regulations.

   We have entered into an investment advisory agreement with Prospect Flexible Income Management, LLC in which certain members of our senior management hold an equity interest. Pursuant to the investment advisory agreement, we pay PFIM a base management fee and an incentive fee. Members of our senior management also serve as principals of other investment managers affiliated with PFIM that do and may in the future manage investment funds, accounts or other investment vehicles with investment objectives similar to ours.

As a BDC, we are subject to certain regulatory restrictions in making our investments, including in negotiating certain investments with entities with which we may be restricted from doing so under the 1940 Act, such as PFIM and its affiliates, unless we obtain an exemptive order from the SEC. For example, we have in the past and expect in the future to co-invest on a concurrent basis with certain affiliates, consistent with applicable regulations and our allocation procedures. The parent company of PFIM has received an exemptive order from the SEC (the “Order”) granting the ability to negotiate terms, other than price and quantity, of co-investment transactions with other funds managed by PFIM or its affiliates, including us, PSEC and Priority, subject to certain conditions included therein. Under the terms of the Order permitting us to co-invest with other funds managed by PFIM or its affiliates, a majority of our independent directors who have no financial interest in the transaction must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies. The Order also imposes reporting and record keeping requirements and limitations on transactional fees. We may only co-invest with certain entities affiliated with PFIM in negotiated transactions originated by PFIM or its affiliates in accordance with such Order and existing regulatory guidance. These co-investment transactions may give rise to conflicts of interest or perceived conflicts of interest among us and the other participating accounts. To mitigate these conflicts, PFIM and its affiliates will seek to allocate portfolio transactions for all of the participating investment accounts, including us, on a fair and equitable basis, taking into account such factors as the relative amounts of capital available for new investments, the applicable investment programs and portfolio positions, the clients for which participation is appropriate and any other factors deemed appropriate. We intend to make all of our investments in compliance with the 1940 Act and in a manner that will not jeopardize our status as a BDC or RIC.

We have entered into an administration agreement with Prospect Administration LLC in which certain members of our senior management hold an equity interest and act as principals. Pursuant to the administration agreement, we reimburse Prospect Administration for expenses necessary to perform services related to our administration and operations.

The Fund and PFIM have entered into a dealer manager agreement, as amended and restated, with Triton Pacific Securities, LLC, the Fund’s dealer manager, pursuant to which the Fund will pay the dealer manager a fee of up to 9.0% of gross proceeds raised in its continuous public offering, some of which will be re-allowed to other participating broker-dealers. In addition to such fee, PFIM may pay the dealer manager a fee equal to no more than 1.0% of the Fund’s net asset value per share per year. Triton Pacific Securities, LLC is an affiliated entity Triton Pacific Adviser, LLC, which was TPIC's (as defined below) investment adviser prior to the Merger (as defined below) and is partially owned by one of our directors, Craig Faggen.

We have entered into an expense limitation agreement with PFIM pursuant to which PFIM, in its sole discretion, may waive a portion or all of the investment advisory fees that it is entitled to receive under the investment advisory agreement in order to limit our operating expenses to an annual rate, expressed as a percentage of our average quarterly net assets, equal to 8.00%.

We have entered into a license agreement with an affiliate of PFIM, pursuant to which the affiliate granted us a non-exclusive, royalty free license to use the “Prospect” name. Under this license agreement, we have the right to use such name for so long as PFIM or another affiliate of PCM is our investment adviser. Other than with respect to this limited license, we have no legal right to the “Prospect” name or logo.

Additional Information

On March 31, 2019, Triton Pacific Investment Corporation, Inc. (the “TPIC”) completed a merger with Pathway Capital Opportunity Fund, Inc. (“PWAY”), pursuant to which PWAY merged with and into TPIC (the “Merger”). TPIC was the combined surviving corporation of the Merger and changed its name to TP Prospect Flexible Income Fund, Inc. On August 5, 2020, the Fund subsequently changed its name to Prospect Flexible Income Fund, Inc. Although TPIC was the legal survivor in the Merger, PWAY was considered the accounting survivor. Accordingly, PWAY is reflected as the predecessor to the Fund’s financial statements for the periods ending after March 31, 2019. The Fund’s historical financial condition, financial statements and results of operations shown for comparative purposes in future periodic filings will reflect PWAY’s historical results and financial statements. In addition, the Fund changed its fiscal year from December 31 to June 30 as a result of the foregoing, including the Merger, to coincide with PWAY’s fiscal year end.

Independent Registered Public Accounting Firm

The 1940 Act requires that the Fund’s independent registered public accounting firm be selected by a majority of the independent directors of the Fund. One of the purposes of the Audit Committee is required to review and approve all related-party transactions (as defined in Item 404 of Regulation S-K promulgated under the Exchange Act). Priorrecommend to the occurrence of a liquidity event, all future transactions with affiliatesFund’s Board the selection, retention or termination of the Company will beindependent registered public accounting firm for the Fund. The Fund’s independent registered public accounting firm for the fiscal year ended June 30, 2020 was BDO USA, LLP (“BDO”). At a meeting held on terms no less favorable than could be obtained from an unaffiliated third partyAugust 25, 2020, the Fund’s Audit Committee recommended and must be approved by a majority of the Board, including a majority of the Independent Directors.

The Company will compensateindependent directors, approved the Adviser for investment services per an Investment Adviser Agreement (“Agreement”), approved by the Independent Directors, calculatedselection of BDO as the sum of (1) base management fee, calculated quarterly at 0.5% of the Company’s average gross assets payable quarterly in arrears, and (2) an incentive fee upon capital gains determined and payable in arrears as of the end of each quarter or upon liquidation of the Company or upon termination of Agreement at 20% of Company’s realized capital gains, as defined. The Agreement expires June 2016 and may continue automatically for successive annual periods, as approved by the Company. The Company paid the Adviser $101,336 in base management fees during the year ended December 31, 2015. In addition, during the year ended December 31, 2015, the Company earned capital gains incentive fees of $37,014 based on the performance of its portfolio, of which $1,464 was for Incentive Fees calculated on realized gains, and $35,550 for Incentive Fees calculated on unrealized gains. No capital gains incentive fees are actually payable by the Company with respect to unrealized gains unless and until those gains are actually realized. All management fees earned by the Adviser prior to January 1, 2014 were waived by the Adviser.

On March 27, 2014, the Company and its Adviser agreed to an Expense Support and Conditional Reimbursement Agreement, or the Expense Reimbursement Agreement. The Expense Reimbursement Agreement was amended and restated effective November 17, 2014. Under the Expense Reimbursement Agreement, as amended, the Adviser, in consultation with the Company, will pay up to 100% of both the Company’s organizational and offering expenses and its operating expenses, all as determined by the Company and the Adviser. As used in the Expense Reimbursement Agreement, operating expenses refer to third party operating costs and expenses incurred by the Company, as determined under U.S. Generally Accepted Accounting Principles (“GAAP”) for investment management companies. Organizational and offering expenses include expenses incurred in connection with the organization of the Company and expenses incurred in connection with its offering, which are recorded as a component of equity. The Expense Reimbursement Agreement states that until the net proceeds to the Company from its offering are at least $25 million, the Adviser will pay up to 100% of both the Company’s organizational and offering expenses and its operating expenses. After the Company receives at least $25 million in net proceeds from its offering, the Adviser may, with the Company’s consent, continue to make expense support payments to the Company in such amounts as are acceptable to the Company and the Adviser. Any expense support payments shall be paid by the Adviser to the Company in any combination of cash, and/or offsets against amounts otherwise due from the Company to the Adviser.

Under the Expense Reimbursement Agreement as amended, once the Company has received at least $25 million in net proceeds from its offering, during any quarter occurring within three years of the date on which the Company incurred any expenses that are subject to reimbursement, the Company is required to reimburse the Adviser for any expense support payments the Company received from them. However, with respect to any expense support payments attributable to the Company’s operating expenses, (i) the Company will only reimburse the Adviser for expense support payments made by the Adviser to the extent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause “other operating expenses” (as defined below) (on an annualized basis and net of any expense reimbursement payments received by the Company during such fiscal year) to exceed the percentage of the Company’s average net assets attributable to shares of its common stock represented by “other operating expenses” during the fiscal year in which such expense support payment from the Adviser was made (provided, however, that this clause (i) shall not apply to any reimbursement payment which relates to an expense support payment from the Adviser made during the same fiscal year); and (ii) the Company will not reimburse the Adviser for expense support payments made by the Adviser if the annualized rate of regular cash distributions declared by the Company at the time of such reimbursement payment is less than the annualized rate of regular cash distributions declared by the Company at the time the Adviser made the expense support payment to which such reimbursement relates. “Other operating expenses” means the Company’s total operating expenses excluding base management fees, incentive fees, organization and offering expenses, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses.

Below is a table that provides information regarding expense support payments incurred by our Adviser pursuant to the Expense Support Agreement as well as other information relating to our ability to reimburse our Adviser for such payments. 

Quarter Ended		Amount of Expense Payment Obligation				Amount of Offering Cost Payment Obligation				Operating Expense Ratio as of the Date Expense Payment Obligation Incurred(1)				Annualized Distribution Rate as of the Date Expense Payment Obligation Incurred(2)				Eligible for Reimbursement Through
September 30, 2012		$	21,826								432.69	%			-			September 30, 2015
December 31, 2012		$	26,111								531.09	%			-			December 31, 2015
March 31, 2013		$	30,819								N/A				-			March 31, 2016
June 30, 2013		$	59,062								N/A				-			June 30, 2016
September 30, 2013		$	65,161								N/A				-			September 30, 2016
December 31, 2013		$	91,378								455.09	%			-			December 31, 2016
March 31, 2014		$	68,293								148.96	%			-			March 31, 2017
June 30, 2014		$	70,027			$	898,518				23.17	%			-			June 30, 2017
September 30, 2014		$	92,143			$	71,060				20.39	%			-			September 30, 2017
December 31, 2014		$	115,777			$	90,860				11.15	%			-			December 31, 2017
March 31, 2015		$	134,301			$	106,217				13.75	%			2.01	%		March 31, 2018
June 30, 2015		$	166,549			$	167,113				14.10	%			3.20	%		June 30, 2018
September 30, 2015		$	147,747			$	240,848				10.45	%			3.20	%		September 30, 2018
December 31, 2015		$	136,401			$	280,376				7.39	%			3.60	%		December 31, 2018

(1)

“Operating Expense Ratio” includes all expenses borne by us, except for organizational and offering expenses, base management and incentive fees owed to our Adviser, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses.  The Company did not achieve its minimum offering amount until June 25, 2014 and as a result, did not invest the proceeds from the offering and realize any income from investments prior to the end of its fiscal quarter.

(2)

“Annualized Distribution Rate” equals the annualized rate of distributions paid to stockholders based on the amount of the regular cash distribution paid immediately prior to the date the expense support payment obligation was incurred by our Adviser. “Annualized Distribution Rate” does not include special cash or stock distributions paid to stockholders. The Company did not achieve its minimum offering amount until June 25, 2014 and as a result, did not have an opportunity to invest the proceeds from the offering and realize any income from investments or pay any distributions to stockholders prior to the end of its fiscal quarter.

Of these Operating Expenses, $47,937 as of December 31, 2015 has exceeded the three year period for repayment and will not be repayable by the Company.

In addition, with respect to any expense support payment attributable to the Company’s organizational and offering expenses, the Company will only reimburse the Adviser for expense support payments made by the Adviser to the extent that the payment of such reimbursement (together with any other reimbursement for organizational and offering expenses paid during such fiscal year) is limited to 15% of cumulative gross sales proceeds from the Company’s offering including the sales load (or dealer manager fee) paid by the Company.

The Company or the Adviser may terminate the Expense Reimbursement Agreement at any time upon thirty days’ written notice, however, the Adviser has indicated that it expects to continue such reimbursements until it deems that the Company has achieved economies of scale sufficient to ensure that the Company bears a reasonable level of expenses in relation to its income. The Expense Reimbursement Agreement will automatically terminate upon termination of the Investment Advisory Agreement or upon the Company’s liquidation or dissolution.

The Expense Reimbursement Agreement is, by its terms, effective retroactively to our inception date of April 29, 2011. As a result, our Adviser has agreed to reimburse a total of $3,080,588 as of December 31, 2015, which amounts have consisted of offsets against amounts owed by us to our Adviser since our inception.

The Company compensates TFA Associates, LLC (an affiliate of the Company) for administration services per an Administration Agreement for costs and expenses incurred with the administration and operation of the Company. Such agreement expires June 2016 and may continue automatically for successive annual periods, as approved by the Company. During the year ended December 31, 2015, the Company paid TFA Associates $257,576 in administrative fees.

The dealer manager for the Company’s public offering is Triton Pacific Securities, LLC, which is one of the Company’s affiliates. During the year ended December 31, 2015, the Company paid the dealer manager $398,363 in sales commissions and dealer fees. Of this amount, $98,817 was retained by Triton Pacific Securities, and the remainder re-allowed to third party participating broker dealers.

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its Shares, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report herein any failure to file such reports by those due dates. Based on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors and officers, the Company believes that during the fiscal year ended December 31, 2015, all Section 16(a) filing requirements applicable to such persons were timely filed.

Required Vote

Each director shall be elected by a plurality of all the votes cast at the Annual Meeting in person or by proxy, provided that a quorum is present. Abstentions will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal. Shares represented by broker non-votes are not considered entitled to vote and thus are not counted for purposes of determining whether the proposal has been approved.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE

DIRECTOR NOMINEES.

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

FGMK, LLC, has been appointed to serve as the Company’sFund’s independent registered public accounting firm for the fiscal year ending December 31, 2016.June 30, 2021. The Company knows1940 Act rules do not require that the Board’s selection of no direct financial or material indirect financial interestBDO be submitted for ratification by stockholders of FGMK in the Company. It is expectedFund. We expect that a representative of FGMKBDO will be present at the Annual Meeting and will have an opportunity to make a statement if he or she so chooses and will be available to answerrespond to appropriate questions.

Fees

Set forth After reviewing the Fund’s audited financial statements for the fiscal year ended June 30, 2020, the Fund’s Audit Committee recommended to the Board that such statements be included in the table below are auditFund’s Annual Report to stockholders. A copy of the Audit Committee’s report appears below.

The Audit Committee and the Board have considered the independence of BDO and have concluded that BDO is independent as required by the applicable rules of the Public Company Accounting Oversight Board. In connection with their determination, BDO has advised the Fund that neither the firm nor any present member or associate of it has any material financial interest, direct or indirect, in the Fund or its affiliates.

Audit Fees. Audit fees and non-audit relatedconsist of fees billed to the Company by FGMK for professional services performedrendered for the Company’sintegrated audit of our year-end financial statements included in the Fund’s Annual Report on Form 10-K and a review of financial statements included in the Fund’s Quarterly Reports on Form 10-Q, or services that are normally provided by BDO in connection with statutory and regulatory filings for the past two fiscal years. Audit fees incurred by the Fund for its fiscal years ended December 31, 2015June 30, 2020 and December 31, 2014: 

Fiscal Year				Audit Fees				Audit- Related Fees(1)				Tax Fees(2)				All Other Fees(3)
	2015			$	75,671			$	30,787			$	8,956				—
	2014			$	59,800			$	21,892			$	1,008				—

(1)

“Audit-Related Fees” are those fees billed to the Company by FGMKJune 30, 2019 were approximately $225,170 and $368,757, respectively. The fees incurred by the Fund for review of its registration statement for its continuous public offering were approximately $33,500 and $150,200 for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”

(2)	“Tax Fees” are those fees billed to the Company by FGMK in connection with tax consulting services, including primarily the review of the Company’s income tax returns.

(3)	“All Other Fees” are those fees billed to the Company by FGMK in connection with permitted non-audit services.

During the fiscal years ended December 31, 2015June 30, 2020 and December 31, 2014,June 30, 2019, respectively.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. The audit-related fees for the fiscal years ended June 30, 2020 and June 30, 2019 were $16,000 and $0, respectively.

Tax Fees. The aggregate fees billed for professional services by BDO for tax compliance, tax advice and tax planning in the fiscal years ended June 30, 2020 and June 30, 2019 were approximately $7,500 and $7,000, respectively.

All Other Fees. All other fees would include fees for products and services other than those reported above. There were no such fees billed in the fiscal years ended June 30, 2020 and June 30, 2019.

Audit Committee Pre-Approval Policies and Procedures. The Audit Committee pre-approves BDO’s engagements for audit and non-audit feesservices to the Fund or the Fund’s investment adviser. Pre-approval considerations include whether the proposed services are compatible with maintaining BDO’s independence. All of the services described above were paidpre-approved by the Audit Committee. No services described above were approved by the Audit Committee pursuant to FGMK forthe “de minimis exception” set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X. The Audit Committee has considered and concluded that the provision of non-audit services rendered by BDO to our Adviserthe Fund’s investment adviser and any entity controlling, controlled by, or under common control with our Adviserthe Fund’s investment adviser that provides ongoing serviceswere not required to be pre-approved by the Audit Committee is compatible with maintaining BDO’s independence.

Audit Committee Report

The following is the report of the Audit Committee with respect to the Company.

Fund’s audited financial statements for the fiscal year ended June 30, 2020.

The Company’s Audit Committee reviews, negotiateshas reviewed and approves in advancediscussed the scope of work, any related engagement letterFund’s audited financial statements with management and BDO, the fees to be charged by theFund's independent registered public accounting firm, for audit serviceswith and permitted non-audit services forwithout management present. The Audit Committee included in its review results of BDO’s examinations, the CompanyFund’s disclosure controls and for permitted non-audit services forprocedures, and the Company’s investment adviser and any affiliates thereof that provide services to the Company if such non-audit services have a direct impact on the operations or financial reportingquality of the Company. All of the audit and non-audit services described above for which FGMK billed the Company for the fiscal years ended December 31, 2015 and December 31, 2014 were pre-approved by the Audit Committee.

Audit Committee Report

As part of its oversight of the Company’sFund’s financial statements, the Audit Committee reviewed and discussed with both management and FGMK, the Company’s independent registered public accounting firm, the Company’s financial statements filed with the SEC for the fiscal year ended December 31, 2015. Management advised the Audit Committee that all financial statements were prepared in accordance with GAAP, and reviewed significant accounting issues with the Audit Committee.reporting. The Audit Committee also reviewed the Fund’s procedures and disclosure controls designed to ensure full, fair and adequate financial reporting and disclosures, including procedures for certifications by the Fund’s chief executive officer and chief financial officer that are required in periodic reports filed by the Fund with the Commission. The Audit Committee is satisfied that the Fund's disclosure controls and procedures are adequate and that the Fund employs appropriate accounting and auditing procedures.

The Audit Committee also has discussed with FGMKBDO matters relating to BDO’s judgments about the mattersquality, as well as the acceptability, of the Fund’s accounting principles as applied in its financial reporting as required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standards Board AU 380,CommunicationNo. 1301 (“AS 1301”). In addition, the Audit Committee has discussed with BDO their independence from management and the Fund, as well as the matters in the written disclosures received from BDO as required by AS 1301. Further, as required by PCAOB Rule 3526, “Communication with Audit Committees, Concerning Independence,” the Audit Committee received written, as amended.

well as oral communications from BDO confirming their independence and discussed the matter with BDO. The Audit Committee has established a pre-approval policy that describesdiscussed and reviewed with BDO the permitted audit, audit-related, tax,Fund’s critical accounting policies and practices, disclosure controls, other servicesmaterial written communications to be provided by FGMK.management, and the scope of BDO’s audits and all fees paid to BDO during the fiscal year. Pursuant to the policy,Audit Committee charter, the Audit Committee pre-approves themay review and pre-approve audit and permissible non-audit services performed by FGMK in order to assure thatBDO for the provision of such service does not impair the firm’s independence.

Any requests for audit, audit-related, tax, and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval in accordance with its pre-approval policy, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, theFund. The Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated mustshall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by FGMKthe independent registered public accounting firm to management.

The Audit Committee received and reviewed the written disclosures and the letter from FGMK required by applicable requirements of the Public Company Accounting Oversight Board regarding FGMK’s communications with the Audit Committee concerning independence, and has discussed with FGMK its independence. The Audit Committee has reviewed and considered the audit fees paid by the Company to FGMK. It has also reviewedcompatibility of BDO’s performance of non-audit services and fees to assure compliance with the Company’s andmaintenance of BDO’s independence as the Fund’s independent registered public accounting firm.

Based on the Audit Committee’s policies restricting FGMK from performing services that might impair its independence.

Based on the reviewsreview and discussions referred to above, the Audit Committee recommended to the Board that the Fund’s audited financial statements of the Company as of and for the fiscal year ended December 31, 2015June 30, 2020 be included in the Company’s annual reportFund’s Annual Report on Form 10-K for the same fiscal year ended December 31, 2015 for filing with the SEC. TheCommission. In addition, the Audit Committee also recommended the appointment of FGMKhas engaged BDO to serve as the Fund’s independent registered public accounting firm of the Company for the fiscal year ending December 31, 2016. 

	Audit Committee Members:
	Ronald Ruther, Chairman
	William Pruitt
	Marshall Goldberg

Required Vote

June 30, 2021.

Respectfully Submitted,

The affirmative vote ofAudit Committee

Eugene S. Stark, Chairman

Andrew C. Cooper

William J. Gremp

August 25, 2020

Financial Statements and Other Information

The Fund will furnish, without charge, a majoritycopy of the votes castFund’s most recent annual report and the most recent quarterly report succeeding the annual report, if any, to any stockholder upon request. Requests should be directed to the Fund at Prospect Flexible Income Fund, Inc., 10 East 40^th Street, 42^nd Floor, New York, New York 10016 (telephone number (212) 448-0702).

Householding of Proxy Materials

The Commission has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

Please note that only one Proxy Statement and/or annual report may be delivered to two or more stockholders who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of this Proxy Statement and/or annual report or for instructions as to how to request a separate copy of this document and/or annual report or as to how to request a single copy if multiple copies of this document and/or annual report are received, stockholders should contact the applicable Fund at the meetingaddress and phone number set forth below.

Requests should be directed to Prospect Flexible Income Fund, Inc., 10 East 40^th Street, 42^nd Floor, New York, New York 10016 (telephone number 212-448-0702). Copies of these documents may also be accessed electronically by means of the Commission’s home page on the Internet at www.sec.gov.

Other Business

The Board knows of no other matters that may be presented for stockholder action at the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons named as proxies will vote upon them in their discretion.

The Fund currently intends to hold the Annual Meeting in person at the offices of the Fund at 10 East 40th Street, 42nd Floor, New York, New York 10016 or by proxypotentially at a different location. However, the Fund is required to approve this proposal. Unless markedactively monitoring developments in connection with the coronavirus outbreak and is sensitive to the contrary,public health and travel concerns that stockholders may have and the shares representedprotocols or guidance that federal, state and local governments and agencies such as the Center for Disease Control and World Health Organization may recommend or impose. In the event it is not possible or advisable to hold the Annual Meeting in person at the location designated above, the Fund will announce alternative arrangements for the meeting as promptly as possible, which may include holding the Annual Meeting at a different location, virtually solely by means of remote communication or via a live webcast and with additional procedures to protect public health and safety. If the enclosed proxy cardAnnual Meeting will be votedheld at a location other than as designated above or solely by remote communication, the Fund will announce that fact as promptly as practicable, and details on how to participate will be issued by press release, posted on the website at which the Fund’s proxy materials are available at https://vote.proxyonline.com/flexible/docs/flex.pdf, and filed with the U.S. Securities and Exchange Commission as additional proxy materials. Please monitor the website at which the Fund’s proxy materials are available at https://vote.proxyonline.com/flexible/docs/flex.pdf for ratificationupdated information.

Submission of the appointmentStockholder Proposals

Stockholders may present proper nominations of FGMK, LLC as the independent registered public accounting firm of the Companycandidates for the year ending December 31, 2016. Because brokers will have discretionary authority to votedirector or other proposals for the ratification of the selection of the Company’s registered independent public accounting firminclusion in the event that they do not receive voting instructions from the beneficial owner of the shares, your broker will be permitted to vote your shares for this proposal.

The material contained in the foregoing Audit Committee Report is not “soliciting material,” is not deemed “filed” with the SEC,Fund’s proxy statement and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF FGMK, LLC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

SUBMISSION OF STOCKHOLDER PROPOSALS

The Company’s Amended and Restated Bylaws require the Company to hold an annual meeting of the stockholders for the election of directors and the transaction of any business within the powers of the Company on a date and at a time set by the Board. In addition, the Company will hold special meetings as required or deemed desirable, or upon the request of holders of at least 10% of the Company’s outstanding Shares entitled to vote. Any stockholder that wishes to submit a proposalproxy card for consideration at a subsequent meetingthe 2021 Annual Meeting of the stockholders should mail the proposal promptlyStockholders by submitting such nominations or proposals in writing to the Secretary of the Company. Any proposalFund, c/o Prospect Flexible Income Fund, Inc., 10 East 40th Street, 42nd Floor, New York, New York 10016, in a timely manner, calculated in the manner provided in Rule 14a-8(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable state law and the Fund’s bylaws and charter, as discussed below. The Fund expects that the 2021 Annual Meeting of Stockholders will be held in December 2021, but the exact date, time and location of such meeting have yet to be considered for submissiondetermined. While the Board will consider stockholder proposals, the Fund reserves the right to stockholders must comply withomit from its proxy statement and proxy card any stockholder proposal that it is not required to include under the Exchange Act, including Rule 14a-8 under the Exchange Act.

To be considered timely pursuant to Rule 14a-8(e) under the Exchange Act for inclusion in the Fund’s proxy statement and proxy card for a regularly scheduled annual meeting, a stockholder’s proposal must be received at the Fund’s principal executive offices not less than 120 calendar days before the anniversary of the date the Fund’s proxy statement was released to stockholders for the previous year's annual meeting. Accordingly, a stockholder’s proposal must be received not earlier than

May 21, 2021 in order to be included in the Fund’s proxy statement and proxy card for the 2021 Annual Meeting of Stockholders.

In addition, the Fund’s bylaws contain an advance notice provision with respect to director nominations and other proposals, whether or not included in our proxy statement. The Fund’s bylaws currently provide that, in order for a stockholder to nominate a candidate for election as a director at an annual meeting of stockholders or propose other business for consideration at an annual meeting, written notice in the manner provided for in the bylaws containing the information required by the bylaws generally must be delivered to the Fund’s Secretary at its principal executive office not earlier than the 120^th day prior to the first anniversary of the date the Fund first released its proxy statement for the preceding year’s annual meeting (the “Anniversary Date”) nor later than 5:00 p.m., Eastern Time, on the 90^th day prior to the Anniversary Date. Accordingly, under the Fund’s current bylaws, a stockholder nomination for director or proposal of other business intended to be considered at the 2021 Annual Meeting of Stockholders must be received by the Company in accordance with the Company’s AmendedFund’s Secretary not earlier than May 21, 2021, and Restated Bylaws and any other applicable law, rule, or regulation regarding director nominations. When submitting a nominationnot later than 5:00 p.m., Eastern Time, on June 20, 2021. Proposals should be addressed to the Company for consideration, a stockholder must provide certain informationFund’s Secretary, c/o Prospect Flexible Income Fund, Inc., 10 East 40^th Street, 42^nd Floor, New York, New York 10016. In the event that would be required under applicable SEC rules, including the following minimum information for each director nominee: full name, age, and address; class, series and number of Shares beneficially owned by the nominee, if any; the date such Shares were acquired and the investment intent of such acquisition; whether such stockholder believes the individual is an “interested person” of the Company, as defined in the 1940 Act; and all other information required to be disclosed in solicitations of proxies for election of directors in an election contest or is otherwise required. To date, the Company has not received any recommendations from stockholders requesting consideration of a candidate for inclusion among the committee’s slate of nominees in the Company’s proxy statement.

Pursuant to the Company’s Amended and Restated Bylaws, for a director nomination or other business to be considered for the next annual meeting of stockholders is advanced or delayed by more than 30 days from the first anniversary of prior annual meeting of stockholders, a notice by the stockholder to be timely must be provided in writing andso delivered to the Secretary of the Company at the Company’s principal executive office on or before December 31, 2016. Such proposals must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of proxy. Any such proposal should be mailed to: Triton Pacific Investment Corporation, Inc., 6701 Center Drive, 14th Floor, Los Angeles, California 90045, Attention: Corporate Secretary. The timely submission of a proposal does not guarantee its inclusion.

OTHER MATTERS TO COME BEFORE THE MEETING

The Board is not aware of any matters that will be presented for action at the Annual Meeting otherearlier than the matters set forth herein. Should any other matters requiring a vote of stockholders arise, it is intended that the proxies that do not contain specific instructions to the contrary will be voted in accordance with the judgment of the persons named in the enclosed form of proxy.

AVAILABLE INFORMATION

We are required to file with or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information meeting the informational requirements of the Exchange Act. You may inspect and copy these reports, proxy statements and other information at the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information filed electronically by us with the SEC which are available on the SEC’s website athttp://www.sec.gov. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing to the SEC’s Public Reference Room. This information will also be available free of charge by contacting us at Triton Pacific Investment Corporation, 6701 Center Drive, 14th Floor, Los Angeles, CA 90045 or by telephone at (310) 943-4990.

Householding of Proxy Materials

In a further effort to reduce printing costs, postage fees and the impact on the environment, we have adopted a practice approved by the SEC called “householding.” Under this practice, stockholders who have the same address and last name will receive only one copy of our proxy materials, unless any of these stockholders notifies us that he or she wishes to continue receiving individual copies. Stockholders who participate in householding will continue to receive separate proxy cards.

If you share an address with another stockholder and received only one set of proxy materials, but would like to request a separate copy of these materials, please contact the Company by calling (310) 943-4990 or by writing to the Company, Attn: Secretary, 6701 Center Drive, 14th Floor, Los Angeles, CA 90045. Similarly, you may also contact the Company if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future.

INVESTMENT ADVISER AND ADMINISTRATOR, INVESTMENT SUB-ADVISER, DEALER
MANAGER AND SUB-ADMINISTRATOR

Set forth below are the names and addresses of the Company’s investment adviser and administrator, investment sub-adviser, dealer manager and sub-administrator:

120thINVESTMENT ADVISER		INVESTMENT SUB-ADVISER		ADMINISTRATOR		DEALER MANAGER		SUB-ADMINISTRATOR
Triton Pacific Adviser, LLC 6701 Center Drive, 14th Floor Los Angeles, CA 90045		ZAIS Group, LLC Two Bridge Avenue, Suite 322, Red Bank, New Jersey 07701		TFA Associates, LLC 10800 Midlothian Turnpike Suite 128 Richmond, VA 23235		Triton Pacific Securities, LLC 6701 Center Drive, 14th Floor Los Angeles, CA 90045		The Bank of New York Mellon Trust Company, NA 525 William Penn Place, 8th Floor Pittsburgh, PA 15259

PLEASE VOTE PROMPTLY BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ACCOMPANYING POSTAGE PAID RETURN ENVELOPE, OR BY VOTING ONLINE OR BY TELEPHONE.

Appendix A

AUDIT COMMITTEE CHARTER

This Audit Committee Charter was adopted by the Board of Directors (the “Board”) of the Triton Pacific Investment Corporation, Inc. (the “Company”), a corporation established under the laws of the State of Maryland, on the 29th day of April, 2015.

Purpose

The purpose of the audit committee shall be to (1) assure that the Board fulfills its responsibilities for the Company’s internal and external audit process, the financial reporting process and the system of risk assessment and internal controls over financial reporting; and (2) provide an avenue of communication between management, the independent auditors, the internal auditors, and the board of directors.

Powers of the Audit Committee

It shall be the responsibility of the audit committee to:

·	Appoint, compensate, and oversee the work of any public accounting firm employed by the Company.

·	Conduct or authorize investigations into any matters within its scope of responsibility.

·	Seek any information it requires from Company employees, all of whom should be directed by the board to cooperate with committee requests.

·	Meet with Company staff, independent auditors or outside counsel, as necessary.

·	Retain, at the Company’s expense, such outside counsel, experts and other advisors as the audit committee may deem appropriate.

The Board will ensure that the audit committee has sufficient resources to carry out its duties.

Composition of Committee and Selection of Members

The audit committee shall consist of at least three members of the board of directors, all of which shall be independent of Company operations. The Board will appoint the audit committee members and the audit committee chair.

The committee shall include at least one member who is able to read and understand fundamental financial statements or will be able to do so within a reasonable period of time after his or her appointment to the Audit Committee, and at least one member who has had past employment experience in finance or accounting or other comparable experience or background which results in a reasonable degree of financial sophistication, and the committee shall further include members or shall take any other form as may be necessary to satisfy any applicable requirements of the Commission or any other necessary body.

Meetings

the Audit Committee shall (i) annually review the terms of engagement, independence and performance of the Corporation’s independent auditors and recommend to the entire Board of Directors whether the engagement of the then current auditors should be renewed, (ii) review with such auditors the scope of their audit and non-audit assignments, their fees, the accounting principles to be used in the Corporation’s financial statements, the adequacy of the Corporation’s internal accounting procedures, the adequacy of its internal control procedures and any other matters required to be discussed with such auditors in order to comply with all applicable laws, rules, regulations or accounting or auditing standards, (iii) review with management the Corporation’s audited financial statements, (iv) review quarterly the valuation of the assets of the Corporation and take such actions as are necessary to affirm the net asset value of the Corporation; and review, and make such recommendations to the entire Board of Directors as it deems appropriate with respect to, the Corporation’s compliance with applicable laws, rules, regulations and accounting standards.

Meeting agendas will be prepared for every meeting and provided to the audit committee members along with briefing materials 5 business days before the scheduled audit committee meeting. The audit committee will act only on the affirmative vote of a majority of the members at a meeting or by unanimous consent. Minutes of these meetings will be recorded.

Responsibilities

The audit committee shall have responsibilities related to: (a) the independent auditor and annual financial statements; (b) oversight of management’s internal controls, compliance and risk assessment practices; (c) special investigations and whistleblower policies; and (d) miscellaneous issues related to the financial practices of the Company.

A.           Independent Auditors and Financial Statements

The audit committee shall:

·	Appoint, compensate and oversee independent auditors retained by the Company and pre-approve all audit services provided by the independent auditor.

·

Establish procedures for the engagement of the independent auditor to provide permitted audit services. The Company’s independent auditor shall be prohibited from providing non-audit services unless having received previous written approval from the audit committee. Non-audit services include tasks that directly support the Company’s operations, such as bookkeeping or other services related to the accounting records or financial statements of the Company, financial information systems design and implementation, appraisal or valuation services, actuarial services, investment banking services, and other tasks that may involve performing management functions or making management decisions.

·	Review and approve the Company’s audited financial statements, associated management letter, report on internal controls and all other auditor communications.

·	Review significant accounting and reporting issues, including complex or unusual transactions and management decisions, and recent professional and regulatory pronouncements, and understand their impact on the financial statements.

·	Meet with the independent audit firm on a regular basis to discuss any significant issues that may have surfaced during the course of the audit.

·	Review and discuss any significant risks reported in the independent audit findings and recommendations and assess the responsiveness and timeliness of management’s follow-up activities pertaining to the same.

B.           Internal Controls, Compliance and Risk Assessment

The audit committee shall:

·	Review management’s assessment of the effectiveness of the Company’s internal controls and review the report on internal controls by the independent auditor as a part of the financial audit engagement.

C.           Special Investigations

The audit committee shall:

·

Ensure that the Company has an appropriate confidential mechanism for individuals to report suspected fraudulent activities, allegations of corruption, fraud, criminal activity, conflicts of interest or abuse by the directors, officers, or employees of the Company or any persons having business dealings with the Company or breaches of internal control.

·	Develop procedures for the receipt, retention, investigation and/or referral of complaints concerning accounting, internal controls and auditing to the appropriate body.

·	Request and oversee special investigations as needed and/or refer specific issues to the appropriate body for further investigation (for example, issues may be referred to the State Inspector General or, other investigatory organization.)

·	Review all reports delivered to it by the Inspector General and serve as a point of contact with the Inspector General.

D.           Other Responsibilities of the Audit Committee

The audit committee shall:

·	Present annually to the Company’s board a written report of how it has discharged its duties and met its responsibilities as outlined in the charter.

·	Obtain any information and training needed to enhance the committee members’ understanding of the role of internal audits and the independent auditor, the risk management process, internal controls and a certain level of familiarity in financial reporting standards and processes.

·	Review the committee’s charter annually, reassess its adequacy, and recommend any proposed changes to the board of the Company. The audit committee charter will be updated as applicable laws, regulations, accounting and auditing standards change.

·	Conduct an annual self-evaluation of its performance, including its effectiveness and compliance with the charter and request the board approval for proposed changes.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

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TRITON PACIFIC INVESTMENT CORPORATION

Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet or by telephone must be received by 7:00 p.m., Eastern Time, on October 20, 2016.

		INTERNET/MOBILE– www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website.  Follow the prompts to vote your shares.
		PHONE–1 (866) 894-0537 Use a touch-tone telephone to vote your proxy. Have your proxy card available when you call.  Follow the voting instructions to vote your shares.
PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY OR BY PHONE.
		MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.

☐FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED☐

PROXY

Please mark your votes like this

Please refer to the Proxy Statement for a discussion of each matter.

IF THE PROXY IS SIGNED, SUBMITTED AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED

FOREACH OF THE PROPOSALS.As to any other matter, said proxies shall vote in accordance with their best judgment.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFORTHE FOLLOWING:

1.	To elect the nominees specified below as Directors					2.	To ratify the appointment of FGMK, LLC as the Company’s independent registered public accounting  firm for the  fiscal year ending December 31, 2016.	FOR	AGAINST	ABSTAIN
		FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT*				☐	☐	☐
	(1)    Craig J. Faggen
		☐	☐	☐
	(2)    Ivan Faggen
	(3)    Ronald W. Ruther
	(4)    Marshall Goldberg
	(5)    William Pruitt

* Towithhold authorityto vote for any individual nominee(s) write the name(s) of the nominee(s) in the box below.		COMPANY ID:
		PROXY NUMBER:
		ACCOUNT NUMBER:

Signature _____________________________________________ Signature _______________________________________ Date _____________, 2016.

Note: Please sign exactly as your name appears on this Proxy. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate or partnership proxies should be signed by an authorized person indicating the person’s title.

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders

The 2016 Proxy Statement and the 2015 Annual Report to Stockholders are available at: http://www.cstproxy.com/tritonpacificpe/2016.

☐FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED☐

PROXY

TRITON PACIFIC INVESTMENT CORPORATION

6701 Center Drive, 14th Floor
Los Angeles, California 90045

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On October 21, 2016

The undersigned hereby appoints Craig J. Faggen and Michael L. Carroll, and each of them, as proxies of the undersigned with full power of substitution in each of them, to attend the 2016 Annual Meeting of Stockholders of Triton Pacific Investment Corporation, Inc., a Maryland corporation (the “Company”), to be held at 10:00 a.m., Pacific Time, on Friday, October 21, 2016, at the offices of the Company located at 6701 Center Drive West, 14th Floor, Los Angeles, California 90045, and any adjournments or postponements thereof (the “Annual Meeting”), and vote as designated on the reverse side of this proxy card all of the shares of common stock, par value $0.001 per share, of the Company (“Shares”) held of record by the undersigned. The proxy statement and the accompanying materials are first being mailed to stockholders of record described below on or about September 16, 2016. All properly executed proxies representing Shares received prior to the Annual Meeting will be voted in accordance with the instructions marked thereon.

If no specification is made, the Shares will be voted FOR the proposal to elect each of the director nominees, and FOR the proposal to ratify the appointment of FGMK, LLC as the Company’s independent registered public accounting firm.If any other business is presented at the Annual Meeting, this proxy will be voted by the proxies in their best judgment, including a motion to adjourn or postpone the Annual Meeting to another time and/or place for the purpose of soliciting additional proxies. At the present time, the board of directors of the Company knows of no other business to be presented at the Annual Meeting.Any stockholder who has given a proxy has the right to revoke it at any time prior to its exercise.Stockholders who execute proxies may revoke them with respect to a proposal by attending the Annual Meeting and voting his or her Shares in person or by submitting a letter of revocation or a later-dated proxy to the Company at the above address prior to the date of the Annual Meeting.

(Continuedsuch next annual meeting and to be marked, dated and signed,not later than 5:00 p.m. Eastern Time on the 90^th day prior to the date of such next annual meeting or the tenth day following the day on which public announcement of the date of such next annual meeting is first made. We reserve the right to reject, rule out of order or take other side)

appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

By Order of the Board of Directors,

Kristin Van Dask

Chief Financial Officer,

Chief Compliance Officer, Treasurer and Secretary

New York, New York

September 18, 2020