Exhibit
10.4


 


ADMINISTRATION
AGREEMENT


 


AGREEMENT
(this “Agreement”) made as of March 31, 2019 by and between TP Flexible Income Fund, Inc., a Maryland corporation
(hereinafter referred to as the “Corporation”), and Prospect Administration LLC, a Delaware limited liability company
(hereinafter referred to as the “Administrator”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Corporation is an externally managed, non-diversified, closed-end management investment company that has elected to be treated
as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);


 


WHEREAS,
the Corporation desires to retain the Administrator to provide administrative services to the Corporation in the manner and on
the terms hereinafter set forth; and


 


WHEREAS,
the Administrator is willing to provide administrative services to the Corporation on the terms and conditions hereafter set forth.


 


NOW,
THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the Corporation and the Administrator hereby agree as follows:


 


1.            Duties
of the Administrator.


 


(a)
       Employment of Administrator.  The Corporation hereby employs the Administrator
to act as administrator of the Corporation, and to furnish, or arrange for others to furnish, the administrative services, personnel
and facilities described below, subject to review by and the overall control of the Board of Directors of the Corporation, for
the period and on the terms and conditions set forth in this Agreement.  The Administrator hereby accepts such employment
and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set
forth subject to the reimbursement of costs and expenses provided for below.  The Administrator and such others shall for
all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized herein,
have no authority to act for or represent the Corporation in any way or otherwise be deemed agents of the Corporation.


 


(b)
       Services.  The Administrator shall perform (or oversee, or arrange for,
the performance of) the administrative services necessary for the operation of the Corporation.  Without limiting the generality
of the foregoing, the Administrator shall provide the Corporation with office facilities, equipment and clerical, accounting,
finance, legal, bookkeeping and record keeping services at such facilities and such other services as the Administrator, subject
to review by the Board of Directors of the Corporation, shall from time to time determine to be necessary or useful to perform
its obligations under this Agreement.  The Administrator shall also, on behalf of the Corporation, conduct relations with
custodians, 


 



     


     


    

 


depositories,
transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers
and dealers, corporate fiduciaries, regulatory authorities, insurers, banks and such other persons in any such other capacity
deemed to be necessary or desirable.  The Administrator shall make reports to the Board of Directors of the Corporation of
its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business
and affairs of the Corporation as the Administrator shall determine to be desirable; provided that nothing herein shall be construed
to require the Administrator to, and the Administrator shall not, provide any advice or recommendation relating to the securities
and other assets that the Corporation should purchase, retain or sell or any other investment advisory services to the Corporation. 
The Administrator shall be responsible for the financial and other records that the Corporation is required to maintain and shall
prepare reports to stockholders, and reports and other materials filed with the Securities and Exchange Commission (the “SEC”). 
The Administrator will provide on the Corporation’s behalf significant managerial assistance to those portfolio companies
to which the Corporation is required to provide such assistance under the Investment Company Act or other applicable law. In addition,
the Administrator will assist the Corporation in determining and publishing the Corporation’s net asset value, overseeing
the preparation and filing of the Corporation’s tax returns, and the printing and dissemination of reports to stockholders
of the Corporation, and generally overseeing the payment of the Corporation’s expenses and the performance of administrative
and professional services rendered to the Corporation by others.


 


(c)
       Sub-Administrators. The Administrator is hereby authorized to enter into one
or more sub-administration agreements with other service providers (each a “Sub-Administrator”) pursuant to which
the Administrator may obtain the services of the 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 2 and 3 below as if
it were the Administrator.


 


2.            Records. 
The Administrator agrees to maintain and keep all books, accounts and other records of the Corporation that relate to activities
performed by the Administrator hereunder and, if required by the Investment Company Act, will maintain and keep such books, accounts
and records in accordance with that Act.  In compliance with the requirements of Rule 31a-3 under the Investment Company
Act, the Administrator agrees that all records which it maintains for the Corporation shall at all times remain the property of
the Corporation, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination
of this Agreement or otherwise on written request.  The Administrator further agrees that all records which it maintains
for the Corporation pursuant to Rule 31a-1 under the Investment Company Act will be preserved for the periods prescribed by Rule
31a-2 under the Investment Company Act unless any such records are earlier surrendered as provided above.  Records shall
be surrendered in usable machine-readable form.  The Administrator shall have the right to retain copies of such records
subject to observance of its confidentiality obligations under this Agreement.


 


3.
           Compliance. The Administrator has adopted and implemented
written policies and procedures reasonably designed to prevent violation of Federal securities laws by the 


 



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Administrator. 
The Administrator shall provide the Corporation, at such times as the Corporation shall reasonably request, with a copy of such
policies and procedures and a report of such policies and procedures; such report shall be of sufficient scope and in sufficient
detail, as may reasonably be required to comply with Rule 38a-1 under the Investment Company Act and to provide reasonable assurance
that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the report shall
so state.


 


4.            Confidentiality. 
The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided
by each party to the other regarding its business and operations.  All confidential information provided by a party hereto,
including nonpublic personal information pursuant to Regulation S-P of the SEC, shall be used by any other party hereto solely
for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement,
shall not be disclosed to any third party, without the prior consent of such providing party.  The foregoing shall not be
applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through
a breach of this Agreement, or that is required to be disclosed by any regulatory authority, any authority or legal counsel of
the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.


 


5.
           Compensation; Allocation of Costs and Expenses


 


(a)
       In full consideration of the provision of the services of the Administrator, the Corporation
shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing
personnel and facilities hereunder; provided, however, that notwithstanding anything to the contrary herein, for one year following
the date hereof (the “Waiver Period”), the Corporation’s obligation to reimburse the Administrator shall be
limited to (i) the costs and expenses incurred by the Administrator in performing its obligations and providing personnel, facilities
and overhead hereunder in an amount up to $30,000, plus (ii) the Administrator’s out-of-pocket expenses, including but not
limited to, the costs and expenses of any Sub-Administrators (which shall not be subject to any cap or limitation). The Administrator
hereby waives its right to reimbursement of the Administrator’s own personnel, facilities and overhead expenses in excess
of $30,000 during the Waiver Period.


 


(b)
      The Corporation will bear all costs and expenses that are incurred in its operation and transactions
and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain
Investment Advisory Agreement, dated as of March 31, 2019, by and between the Corporation and the Adviser (the “Advisory
Agreement”).  Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to:
organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent
valuation firms); expenses incurred by the Adviser, Administrator or affiliates thereof payable to third parties, including agents,
consultants or other advisors (such as independent valuation firms, accountants and legal counsel), in monitoring financial and
legal affairs for the Corporation and in monitoring the Corporation’s investments and performing due diligence on its prospective
investments; interest payable on debt, if any, incurred to finance the Corporation’s investments; offerings of the Corporation’s
debt, common stock and other securities; investment advisory and management fees; administration fees, if any, payable under 


 



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this
Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating
and making investments; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance
at investment conferences and similar events); federal and state registration fees; all costs of registration and listing the
Corporation’s securities on any securities exchange; federal, state and local taxes; Directors’ fees and expenses;
costs of preparing and filing reports or other documents required by the SEC or any other governmental agency; costs of any reports,
proxy statements or other notices to stockholders, including printing costs; the Corporation’s allocable portion of any
fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs
and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent
auditors and outside legal costs; research and market data expenses including, without limitation, news and quotation equipment
and services; computer software specific to the business of the Corporation; any unreimbursed expenses incurred in connection
with transactions not consummated; and all other expenses incurred by the Corporation or the Administrator in connection with
administering the Corporation’s business, including payments under this Agreement based upon the Corporation’s allocable
portion of the Administrator’s and the Adviser’s overhead in performing their obligations under this Agreement and
the Advisory Agreement, including rent, and the allocable portion of the cost of the Corporation’s chief compliance officer
and chief financial officer and their respective staffs.


 


6.
           Limitation of Liability of the Administrator; Indemnification.
The Administrator and its affiliates (and their respective officers, managers, partners, agents, employees, controlling persons,
members, and any other person or entity affiliated with them) shall not be liable to the Corporation for any action taken or omitted
to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement or
otherwise as administrator for the Corporation, and the Corporation shall indemnify, defend and protect the Administrator and
its affiliates (and their respective officers, managers, partners, agents, employees, controlling persons, members, and any other
person or entity affiliated with the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively,
the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including
reasonable attorneys’ fees and amounts reasonably paid in settlement) 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 Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s
duties or obligations under this Agreement or otherwise as administrator for the Corporation.  Notwithstanding the preceding
sentence of this Paragraph 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 liability to the Corporation
or its security holders 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).


 



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7.
           Activities of the Administrator. The services of the
Administrator to the Corporation are not to be deemed to be exclusive, and the Administrator and each affiliate is free to render
services to others.  It is understood that directors, officers, employees and stockholders of the Corporation are or may
become interested in the Administrator and its affiliates, as directors, officers, members, managers, employees, partners, stockholders
or otherwise, and that the Administrator and directors, officers, members, managers, employees, partners and stockholders of the
Administrator and its affiliates are or may become similarly interested in the Corporation as stockholders or otherwise.


 


8.            Duration
and Termination of this Agreement.


 


(a)       This
Agreement shall become effective as of the date hereof, and shall remain in force with respect to the Corporation for two years
thereafter, and thereafter continue from year to year, but only so long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Corporation and (ii) a majority of those Directors who are not parties to this Agreement
or “interested persons” (as defined in the Investment Company Act) of any such party.


 


(b)       This
Agreement may be terminated at any time, without the payment of any penalty, by vote of the Directors of the Corporation, or by
the Administrator, upon 60 days written notice to the other party.  This Agreement may not be assigned by a party without
the consent of the other party.


 


9.            Amendments
of this Agreement. This Agreement may be amended pursuant to a written instrument by mutual consent of the parties.


 


10.          Governing
Law. This Agreement shall be construed in accordance with laws of the State of New York applicable to contracts formed and
to be performed entirely within the State of New York and the applicable provisions of the Investment Company Act, if any. 
To the extent that the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable
provisions of the Investment Company Act, if any, the latter shall control.


 


11.          Entire
Agreement. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings
and arrangements with respect to the subject matter hereof.


 


12.          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.


 


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IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.


 





	 	TP FLEXIBLE INCOME FUND, INC.
	 	 	 
	 	By:	/s/ M.
    Grier Eliasek
	 	 	Name: M. Grier Eliasek
	 	 	Title: Chief Executive Officer & President
	 	 	 
	 	PROSPECT ADMINISTRATION LLC
	 	 	 
	 	By:	/s/ M.
    Grier Eliasek
	 	 	Name: M. Grier Eliasek
	 	 	Title: Managing Director


 


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