Exhibit 10.7


EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT
AGREEMENT


          This
Expense Support and Conditional Reimbursement Agreement (this “Agreement”)
is made as of March 27, 2014 by and between Triton Pacific Investment
Corporation, Inc., a Maryland corporation (the “Company”) and Triton
Pacific Adviser, LLC, a Delaware limited liability company (the “Adviser”).


          WHEREAS,
the Company is a 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 Company and the Adviser have entered into an Investment Advisory Agreement
dated as of July 27, 2012 (the “Advisory Agreement”);


          WHEREAS,
pursuant to an effective registration statement on Form N-2 (File No.
333-174873) on file with the U.S. Securities and Exchange Commission (the “Registration
Statement”), the Company is offering for sale up to 20,000,000 shares of
its common stock (the “Offering”);


          WHEREAS,
the Company and the Adviser have determined that it is appropriate and in the
best interests of the Company to reduce the Company’s operating expenses until
the Company has achieved economies of scale sufficient to ensure that it bears
a reasonable level of expense in relation to its investment income.


          NOW,
THEREFORE, in consideration of the promises and the mutual agreements herein
contained, and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the parties hereto agree as
follows:


          1.     EXPENSE
SUPPORT PAYMENTS


                    1.1.     Expense
Support Payments. Effective as of December 31, 2013 (the “Effective Date”)
and until such time as the gross proceeds from the offering exceeds $25,000,000
(the “Offering Threshold”), the Adviser in consultation with the
Company, hereby agrees to pay to the Company up to one hundred percent (100%)
of the Company Operating Expenses in order for the Company to achieve a
reasonable level of expenses in relation to its investment income, as
determined by the Company and the Adviser (the “Operating Expense Objective”).
Any payment made by the Adviser pursuant to the preceding sentence shall be referred
to herein as an “Expense Support Payment.” For purposes of this
Agreement, “Company Operating Expenses” means third party operating costs and
expenses incurred by the Company, as determined under generally accepted
accounting principles for investment management companies. Upon determination
by the Adviser to make any Expense Support Payment, the Adviser shall promptly
notify the Company of such Expense Support Payment. The Adviser’s obligation to
make Expense Support Payments during the Expense Support Payment period shall
automatically become a liability of the Adviser and the right to such Expense
Support Payment shall be an asset of the Company upon receipt of notification
of payment from the Adviser. Any Expense Support Payment shall be paid by the
Adviser to the Company in any combination of cash or other immediately
available funds, and/or offsets against amounts otherwise due from the Company
to the Adviser.





                    1.2     Optional
Expense Support Payments. Once the Company has achieved the Offering
Threshold, the Adviser may, but shall not be obligated to, continue to make
Expense Support Payments to the Company in order for the Company to continue to
achieve its Operating Expense Objective. All Expense Support Payments paid by the
Adviser pursuant to this Section 1.2 shall be in such amounts as are acceptable
to the Company and the Adviser. 


                    1.3.     Expense
Support Payments from Inception. The Adviser’s obligation pursuant to this
Agreement shall be retroactive to the inception date of the Company, April 29,
2011, and accordingly the Adviser agrees that, effective as of the Effective
Date, it shall make an Expense Support Payment to the Company in the amount of
$391,240, which amount shall be paid by offsetting amounts otherwise due from
the Company to the Adviser. 


          2.       REIMBURSEMENT
PAYMENTS


                    2.1     Reimbursement.
Once the Company has achieved the Offering Threshold, if the Company exceeds
the Operating Expense Objective during any calendar quarter, the Company will
make a payment to the Adviser in the amount of such excess, up to the amount of
any Expense Support Payments previously made under this Agreement (the “Reimbursement
Payment”). Any Reimbursement Payment under this Agreement will be
determined by the Adviser and the Company’s management, and any Reimbursement
Payment will not be subject to approval by the Board. The Company’s obligation
to make any Reimbursement Payment shall become a liability of the Company and
the right to such reimbursement shall be an asset of the Adviser upon
determination by the Adviser and the Company of any Reimbursement Payment. Any
Reimbursement Payment shall be paid by the Company to the Adviser promptly
following notification of the determination of a Reimbursement Payment. All
Reimbursement Payments hereunder shall be deemed to relate to the earliest
unreimbursed Expense Support Payments made by the Adviser to the Company within
three years prior to the last business day of the calendar quarter in which
such Reimbursement Payment obligation is accrued. 


                    2.2     Priority
and Timing of Payments. The repayment of all Expense Support Payments is to
be made within a period not to exceed three (3) years from the date each respective
Expense Support Payment is made. Expense Support Payments which remain
unreimbursed three (3) years after payment will be considered permanently
waived and no longer eligible for reimbursement by the Company under this
Agreement. Payment of current base management fees and/or incentive fees under
the Advisory Agreements, to the extent that they have not been waived by the
Adviser, shall have priority over, and shall be made before, any Mandatory
Reimbursement Payment hereunder.





          3.     TERM
AND TERMINATION OF AGREEMENT.


                    3.1     Term
of the Agreement. This Agreement shall become effective as of the Effective
Date and shall remain in effect unless otherwise terminated pursuant to Section
3.2 hereof. If an Expense Support Payment has not been reimbursed
within a period not to exceed three (3) years from the date each respective
Expense Support Payment is made, the Company’s obligation to pay such Expense
Support Payment shall automatically terminate, and be of no further effect. 


                    3.2     Termination
of Agreement. This Agreement may be terminated by either the Company or the
Adviser upon thirty (30) days’ prior written notice to the other party. This
Agreement shall automatically terminate in the event of (a) the termination by
the Company of the Advisory Agreement or (b) the dissolution or
liquidation of the Company. Notwithstanding any provision to the contrary, if
this Agreement is terminated by either party or terminates automatically
pursuant to clause (a) of this Section 3.2, the Company agrees to
make a repayment to the Adviser in an amount equal to all Expense Support
Payments paid by the Adviser to the Company within the last three (3) years
prior to the date of such termination pursuant to clause (a) of this Section
3.2 that have not been previously reimbursed. Such repayment shall be
made to the Adviser promptly after such termination of this Agreement.


          4.     MISCELLANEOUS.


                    4.1     Headings.
The captions of this Agreement are included for convenience only and in no way
define or limit any of the provisions hereof or otherwise affect their
construction or effect.


                    4.2     Interpretation.
This Agreement shall be governed by and construed in accordance with the laws
of the State of California (without reference to its conflicts of laws
provisions) and the applicable provisions of the Investment Company Act of
1940, as amended (the “1940 Act”) and the Investment Advisers Act of
1940, as amended (the “Advisers Act”). To the extent that the applicable
laws of the State of California or any of the provisions herein, conflict with
the applicable provisions of the 1940 Act or the Advisers Act, the 1940 Act
and/or the Advisers Act shall control, as applicable. Further, nothing herein
contained shall be deemed to require the Company to take any action contrary to
the Company’s Articles of Incorporation or Bylaws, as each may be amended or
restated, or to relieve or deprive the Board of its responsibility for and control
of the conduct of the affairs of the Company.


                    4.3     Severability.
If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby and, to this extent, the provisions of this Agreement shall
be deemed to be severable.


                    4.4     Entire
Agreement. This Agreement embodies the entire agreement and understanding
of the parties hereto, and supersedes all prior agreements or understandings
(whether written or oral), with respect to the subject matter hereof.





                    4.5     RIC
Qualification. Nothing in this Agreement shall be construed to require any
party to perform any act, or to refrain from taking action, where such action
or inaction would result in the Company not being able to obtain or maintain
its qualification as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended (“RIC Qualification”). To the
extent the Company and the Adviser mutually agree, in consultation with their
counsel, consultants and other advisers, that any payment of a Company
Operating Expense by the Adviser pursuant to this Agreement could be construed
in such a manner as to create a material risk that the Company could fail to
obtain or maintain its RIC Qualification, then the payment of such Company
Operating Expense shall constitute a loan from the Adviser to the Company and
the Company shall be required to repay such loan (with interest accruing at the
applicable federal rate) on demand. The purpose of this Section 4.5 is
to ensure that the existence or application of any term of this Agreement does
not result in the Company’s failure to obtain or maintain its RIC Qualification.


                    4.6     Amendments
and Counterparts. This Agreement may only be amended by mutual written
consent of the parties. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all such
counterparts shall, together, constitute only one instrument.


[Signature Page Follows]





          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on the date above written.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Triton
 Pacific Investment Corporation, Inc.

 
	
  

 	
  

 
	
  

 	
 By

 	
  



 	
 /s/ Craig
 Faggen



 
	
  

 	
 Name: 

 	
 Craig Faggen

 
	
  

 	
 Title:

 	
 CEO

 
	
  

 	
  

 	
  

 
	
  

 	
 Triton
 Pacific Adviser, LLC

 
	
  

 	
  

 
	
  

 	
 By

 	
  



 	
 /s/ Craig
 Faggen



 
	
  

 	
 Name: 

 	
 Craig Faggen

 
	
  

 	
 Title:

 	
 CEO