FUND SERVICES AGREEMENT


between


TRITON PACIFIC INVESTMENT CORPORATION, INC.


and












	
 


	
INDEX 







	
 

	
 

	
 

	
 


	
1. 

	
APPOINTMENT AND DELIVERY OF DOCUMENTS   

	
 

	
1  


	
 


	
2.   

	
DUTIES OF GFS   

	
 

	
2  


	
 


	
3.   

	
FEES AND EXPENSES   

	
 

	
2  


	
 


	
4.   

	
STANDARD OF CARE, INDEMNIFICATION AND RELIANCE   

	
 

	
4  


	
 


	
5.   

	
REPRESENTATIONS AND WARRANTIES   

	
 

	
6  


	
 


	
6.   

	
CONFIDENTIALITY   

	
 

	
7  


	
 


	
7.   

	
PROPRIETARY INFORMATION   

	
 

	
8  


	
 


	
8.   

	
ADDITIONAL CLASSES   

	
 

	
8  


	
 


	
9.   

	
ASSIGNMENT AND SUBCONTRACTING   

	
 

	
8  


	
 


	
10.   

	
EFFECTIVE DATE, TERM AND TERMINATION   

	
 

	
9  


	
 


	
11.   

	
MISCELLANEOUS 

	
 

	
9  





Appendix I – Transfer Agency Services

Appendix II –Fees  






TRITON PACIFIC INVESTMENT CORPORATION, INC.


FUND SERVICES AGREEMENT


           THIS FUND SERVICES AGREEMENT (this “Agreement”) effective as of the 27th day of May, 2014, by and between TRITON PACIFIC INVESTMENT CORPORATION, INC., a Maryland corporation having its principal office and place of business at 10877 Wilshire Boulevard, 12th Floor, Los Angeles, California 90024 (the “Company”) and GEMINI
FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 17605 Wright Street, Omaha, Nebraska 68130 (“GFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below. 


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


          WHEREAS, the Company is authorized to issue shares of its common stock (“Shares); and 


          WHEREAS, the Company desires that GFS perform the services described in Appendix I together with those selected services identified in Appendix II (collectively the “Services”) and GFS is willing to provide those services on the terms and conditions set forth in this Agreement. 


          NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, the Company and GFS hereby agree as follows: 



	
 

	
 

	
 

	
 


	
1. 

	
APPOINTMENT AND DELIVERY OF DOCUMENTS


	
 

	
 

	
 

	
 


	
 

	
(a)

	
The Company hereby appoints GFS to provide the Services to the Company for the period and on the terms set forth in this Agreement. GFS accepts such appointment and agrees to furnish the Services in return for the compensation as provided in Section 3 and Appendix II of this Agreement. 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
In connection therewith the Company has delivered to GFS copies of: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
the Company’s Articles of Incorporation and Bylaws, including all amendments thereto (collectively, the “Organizational Documents”); 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
the Company’s Registration Statement on Form N-2 and all amendments thereto filed with the Securities Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act (the “Registration Statement”); 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
the Company’s notification of registration under the 1940 Act on Form N-8A as filed with the SEC; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
the Company’s Prospectus as currently in effect and as amended or supplemented (the “Prospectus”); 





1









	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
the Company’s investment advisory agreement; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(vi)

	
contact information for the Company’s third party service providers, including, but not limited to, any administrator, custodian, independent auditors, legal counsel, underwriter, and chief compliance officer; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(vii)

	
a copy of all the compliance procedures adopted by the Company, in accordance with the rules and regulations under the 1940 Act. 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
The Company shall promptly furnish GFS with all amendments of or supplements to the items listed in Section 1(b) above, and shall deliver to GFS a copy of the resolution of the Board of Directors of the Company (the “Board”) appointing GFS and authorizing the execution and delivery of this Agreement. 








	
 

	
 

	
 


	
2. 

	
DUTIES OF GFS


	
 

	
 

	
 


	
 

	
GFS’s duties with respect to the Services are detailed in Appendix I to this Agreement.


	
 

	
 

	
 


	
 

	
(a)

	
In order for GFS to perform the Services, the Company (i) shall cause all of the Company’s third party service providers to furnish any and all information to GFS, and assist GFS as may be required and (ii) shall ensure that GFS has access to all records and documents maintained by the Company or the Company’s third party service providers as are necessary for GFS to perform the Services.


	
 

	
 

	
 


	
 

	
(b)

	
GFS shall, for all purposes herein, be deemed to be an independent contractor and shall,unless otherwise expressly provided or authorized, have no authority to act for or represent the Company in any way or otherwise be deemed an agent of the Company.


	
 

	
 

	
 


	
 

	
(c)

	
Whenever, in the course of performing its duties under this Agreement, GFS determines, on the basis of information supplied to GFS by the Company, that a violation of applicable law has occurred, or that, to its knowledge, a possible violation of applicable law may have occurred, or with the passage of time could occur, GFS shall promptly notify the Company’s Chief Compliance Officer and legal counsel of such
violation.








	
 

	
 

	
 


	
3. 

	
FEES AND EXPENSES


	
 

	
 

	
 


	
 

	
(a)

	
Fees. As compensation for the Services provided by GFS to the Company pursuant to this Agreement, the Company agrees to pay GFS the fees set forth in Appendix II attached hereto. Fees will begin to accrue on the later of the date of this Agreement or the date GFS begins providing Services to the Company. Notwithstanding the date on which fees begin to accrue, GFS shall not invoice the Company until the
earlier of the date on which the Company breaks escrow on its initial public offering or the date that is six (6) months after the Effective Date (as defined in Section 10(a) below). Thereafter, GFS will render, after the close of each month in which Services have been furnished, a statement reflecting all of the charges for such month together with any unpaid charges from prior months. Services provided for partial months shall be subject to pro ration. 





2









	
 

	
 

	
 

	
 


	
 

	
(b)

	
Expenses. In addition to the fees paid under Section 3(a), the Company agrees to reimburse GFS for all reasonable out-of-pocket expenses or advances incurred by GFS to perform the Services as well as for any out-of-pocket expenses incurred by GFS at the request or with the consent of the Company. For the avoidance of doubt, and without intending to limit the Company’s reimbursement
obligation, the Company agrees to reimburse GFS for the following expenses to the extent incurred by GFS in the performance of the Services: 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
Taxes (except to the extent relating the income of GFS);


	
 

	
 

	
(ii)

	
interest;


	
 

	
 

	
(iii)

	
brokerage fees and commissions, if any; 


	
 

	
 

	
(iv)

	
fees for directors who are not officers, directors, partners, employees or holders of five percent (5%) or more of the outstanding voting securities of GFS or the Company’s investment adviser;


	
 

	
 

	
(v)

	
SEC fees (including EDGAR filing fees);


	
 

	
 

	
(vi)

	
state blue sky registration or qualification fees;


	
 

	
 

	
(vii)

	
advisory fees;


	
 

	
 

	
(viii)

	
charges of custodians;


	
 

	
 

	
(ix)

	
transfer and dividend disbursing agents’ fees;


	
 

	
 

	
(x)

	
insurance premiums;


	
 

	
 

	
(xi)

	
outside auditing and legal expenses; 


	
 

	
 

	
(xii)

	
costs of maintaining Company existence;


	
 

	
 

	
(xiii)

	
costs attributable to shareholder services, including, without limitation, telephone and personnel expenses;


	
 

	
 

	
(xiv)

	
costs of preparing and printing prospectuses for regulatory purposes;


	
 

	
 

	
(xv)

	
costs of shareholders’ reports, Company meetings and related expenses; and


	
 

	
 

	
(xvi)

	
any extraordinary expenses. 


	
 

	
 

	
 

	
 


	
 

	
 

	
For reports, analyses and services requested in writing by the Company and provided by GFS, not in the ordinary course, GFS shall charge hourly fees as specified in Appendix II attached hereto. Notwithstanding the foregoing, the Company shall not be required to reimburse GFS more than $250 for any single out-of-pocket expense, unless the Company shall have first approved such out-of-pocket expense in writing. 


	
 

	
 

	
 


	
 

	
(c)

	
Fee Changes. On each anniversary date of this Agreement, the base and/or minimum fees enumerated in Appendix II attached hereto, may be increased by the change in the Consumer Price Index for the Northeast region (the “CPI”) for the twelve-month period ending with the month preceding such annual anniversary date. Any CPI increases not charged in any given year may be included in
prospective CPI fee increases in future years. GFS Agrees to provide the Board prior written notice of any CPI increase. 


	
 

	
 

	
 


	
 

	
(d)

	
Due Date. All fees contemplated under Section 3(a) above and reimbursement for all expenses contemplated under Section 3(b) above are due and payable within thirty (30) days of receipt of an invoice provided by GFS. Any fees or reimbursements due hereunder and not received by its due date may be assessed interest at the maximum amount permitted by law. 





3









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Books and Records. The accounts, books, records and
 other documents (the “Records”) maintained by GFS in connection with the
 performance of the Services shall be the property of the Company, and shall
 be surrendered to the Company, at the expense of the Company, promptly upon
 request by the Company in the form in which such Records have been maintained
 or preserved, provided that all service fees and expenses charged by GFS in
 the performance of its duties hereunder have been fully paid to the satisfaction
 of GFS. GFS agrees to maintain a backup set of the Company’s Records (which
 back-up set shall be updated on at least a weekly basis) at a location other
 than that where the original Records are stored. GFS shall assist the
 Company’s independent auditors, or, upon approval of the Company, any
 regulatory body, in any requested review of the Company’s Records. GFS shall
 preserve the Records, as they are required to be maintained and preserved
 under the 1940 Act. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 Post-Engagement Audit Support Fees. After a de-Conversion, GFS may be
 called upon to provide support to the Company’s service providers in
 connection with the Company’s annual audit. Services provided by GFS to
 accommodate any request by the Company for assistance with the Company’s
 annual audit following termination of this Agreement shall be subject to
 GFS’s standard hourly rates existing at the time of the request, and the
 Company agrees to compensate GFS, at GFS’s standard hourly rates for
 accommodating any such request. 

 
	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 STANDARD OF
 CARE, INDEMNIFICATION AND RELIANCE 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Indemnification of GFS. The Company shall indemnify and
 hold GFS harmless from and against any and all losses, damages, costs,
 charges, reasonable attorney or consultant fees, payments, expenses and
 liability arising out of or attributable to the Company’s refusal or failure
 to comply with the terms of this Agreement, breach of any representation or
 warranty made by the Company contained in this Agreement, or which arise out
 of the Company’s lack of good faith, gross negligence or willful misconduct
 with respect to the Company’s performance under or in connection with this
 Agreement. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Indemnification of the Company. GFS shall indemnify and hold the
 Company harmless from and against any and all losses, damages, costs,
 charges, reasonable attorney or consultant fees, payments, expenses and
 liability arising out of or attributable to GFS’s refusal or failure to
 comply with the terms of this Agreement, breach of any representation or
 warranty made by GFS contained in this Agreement or which arise out of GFS’s
 lack of good faith, gross negligence, or willful misconduct with respect to
 GFS’s performance under or in connection with this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Reliance. Except to the extent that GFS
 may be liable pursuant to Section 4(b)
 above, the Company shall hold GFS harmless and GFS shall not be liable for
 any reasonable action taken or reasonable failure to act in reliance upon,
 and shall be entitled to rely upon: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 advice of the Company, its officers, independent auditors or counsel
 to the Company; 

 


4









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 any oral instruction which it receives and which it reasonably
 believes in good faith was transmitted by the person or persons authorized by
 the Board to give such oral instruction pursuant to the parties standard
 operating practices; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 any written instruction or certified copy of any resolution of the
 Board, and GFS may rely upon the genuineness of any such document, copy or
 facsimile thereof reasonably believed by GFS to have been validly executed; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 any signature, instruction, request, letter of transmittal,
 certificate, opinion of counsel, statement, instrument, report, notice,
 consent, order, or other document reasonably believed by GFS to be genuine
 and to have been signed or presented by the Company or other proper party or
 parties; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 any instruction, information, data, records or documents provided to
 GFS or its agents or subcontractors furnished (pursuant to procedures
 mutually agreed to by GFS and the Company’s service providers) by machine
 readable input, data entry, email, facsimile or other similar means
 authorized by the Company; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 any authorization, instruction, approval, item or set of data, or
 information of any kind transmitted to GFS in person or by telephone, email,
 facsimile or other electronic means, furnished and reasonably believed by GFS
 to be genuine and to have been given by the proper person or persons. GFS
 shall not be held to have notice of any change of authority of any person,
 until receipt of written notice thereof from the Company. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 GFS shall not be under any duty or obligation to inquire into the
 validity or invalidity or authority or lack of authority of any statement,
 oral or written instruction, resolution, signature, request, letter of
 transmittal, certificate, opinion of counsel, instrument, report, notice,
 consent, order, or any other document or instrument which GFS reasonably
 believes to be genuine. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 At any time, GFS may apply to any officer of the Company for
 instructions, and may consult with legal counsel to the Company with respect
 to any matter arising in connection with the routine services to be performed
 by GFS under this Agreement, and GFS and its agents or subcontractors shall
 not be liable and shall be indemnified by the Company for any action taken or
 omitted by it in reasonable reliance upon such instructions or upon the
 advice of such counsel. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Errors of Others. GFS shall not be liable for the errors
 of other service providers to the Company, except or unless any GFS action or
 inaction is a direct cause of the error. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Reliance on Electronic Instructions. If the Company has the ability to
 originate electronic instructions to GFS in order to (i) effect the transfer
 or movement of cash or Shares or (ii) transmit shareholder information or
 other information, then in such event GFS shall be entitled to rely on the
 validity and authenticity of such instruction without undertaking any further
 inquiry as long as such instruction is undertaken in conformity with security
 procedures established and agreed upon by GFS and the Company. 

 


5









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 Notification of Claims. In order that the indemnification
 provisions contained in this Section shall apply, upon the assertion of a
 claim for which either party may be required to indemnify the other, the
 party seeking indemnification shall promptly notify the other party of such
 assertion, and shall keep the other party advised with respect to all developments
 concerning such claim. The party who may be required to indemnify shall have
 the option to participate with the party seeking indemnification in the
 defense of such claim or to defend against said claim in its own name or in
 the name of the other party. The party seeking indemnification shall in no
 case confess any claim or make any compromise in any case in which the other
 party may be required to indemnify it except with the other party’s prior
 written consent. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 Notwithstanding any other provision of this Agreement, GFS’s maximum
 liability to the Company arising out of the transactions contemplated hereby,
 whether arising in contract, tort (including, without limitation, negligence)
 or otherwise, shall not exceed the direct loss to the Company. IN NO EVENT
 SHALL GFS OR THE COMPANY BE LIABLE FOR TRADING LOSSES, LOST REVENUES,
 SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOST
 PROFITS, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR GFS OR THE COMPANY
 WAS ADVISED OF THE POSSIBILITY THEREOF. THE PARTIES ACKNOWLEDGE THAT THE
 OTHER PARTS OF THIS AGREEMENT ARE PREMISED UPON THE LIMITATION STATED IN THIS
 SECTION. 

 
	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 REPRESENTATIONS
 AND WARRANTIES 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Representations of GFS. GFS represents and warrants to the
 Company that: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 it is a limited liability company duly organized and existing and in
 good standing under the laws of the State of Nebraska; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 it is empowered under applicable laws and by its organizational
 documents to enter into this Agreement and perform its duties under this
 Agreement; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 it has access to the necessary facilities, equipment, and personnel
 to perform its duties and obligations under this Agreement; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 it is registered as a transfer agent under Section 17A of the
 Securities Exchange Act of 1934, as amended, and shall continue to be
 registered throughout the remainder of this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Representations of the Company. The Company represents and
 warrants to GFS that: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 it is a corporation duly organized and existing and in good standing
 under the laws of the State of Maryland; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 it is empowered under applicable laws and by its Organizational
 Documents to enter into and perform this Agreement; 

 


6









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 all proceedings required by said Organizational Documents have been
 taken to authorize it to enter into and perform this Agreement; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 it will maintain registration as a closed-end management investment
 company registered under the 1940 Act and will operate in conformance with
 the 1940 Act and all rules and regulations promulgated thereunder during the
 term of this Agreement; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 a registration statement under the Securities Act of 1933, as
 amended, will be effective and will remain effective, and appropriate state
 securities law filings as required, have been or will be made and will
 continue to be made, with respect to all Shares of the Company being offered
 for sale; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 The Company’s Organizational Documents, Registration Statement and
 Prospectus are true and accurate in all material respects and will remain
 true and accurate in all material respects at all times during the term of
 this Agreement in conformance with applicable federal and state securities
 laws. 

 
	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 CONFIDENTIALITY
 

 
	
  

 	
  

 	
  

 	
  

 
	
           GFS and
 the Company agree that all books, records, information, and data pertaining
 to the business of the other party which are exchanged or received pursuant
 to the negotiation or the carrying out of this Agreement shall remain
 confidential, and shall not be voluntarily disclosed to any other person,
 except that GFS may: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 prepare or assist in the preparation of periodic reports to
 shareholders and regulatory bodies such as the SEC; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 provide information typically supplied in the investment company
 industry to companies that track or report price, performance or other
 information regarding investment companies; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 release such information as permitted or required by law or approved
 in writing by the Company, which approval shall not be unreasonably withheld
 and may not be withheld where GFS may be exposed to civil or criminal
 liability or proceedings for failure to release the information, when
 requested to divulge such information by duly constituted authorities or when
 so requested by the Company. 

 
	
  

 	
  

 	
  

 	
  

 
	
 Except as provided above, in accordance with Title 17, Chapter II,
 part 248 of the Code of Federal Regulations (17 CFR 248.1 – 248.30) (“Reg
 S-P”), GFS will not directly, or indirectly through an affiliate, disclose
 any non-public personal information as defined in Reg S-P, received from the
 Company to any person that is not affiliated with the Company or with GFS and
 provided that any such information disclosed to an affiliate of GFS shall be
 under the same limitations on non-disclosure. 

 
	
  

 	
  

 	
  

 	
  

 
	
 Both parties agree to communicate sensitive information via secured
 communication channels (i.e., encrypted format). 

 


7









	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 PROPRIETARY INFORMATION 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Proprietary Information of GFS. The Company acknowledges that
 the databases, computer programs, screen formats, report formats, interactive
 design techniques, and documentation manuals maintained by GFS on databases
 under the control and ownership of GFS or a third party constitute copyrighted,
 trade secret, or other proprietary information (collectively, “GFS
 Proprietary Information”) of substantial value to GFS or the third party. The
 Company agrees to treat all GFS Proprietary Information as proprietary to GFS
 and further agrees that it shall not divulge any GFS Proprietary Information
 to any person or organization except as may be provided under this Agreement
 or as may be directed by GFS or as may be duly requested by regulatory
 authorities. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Proprietary Information of the Company. GFS acknowledges that the
 shareholder list and all information related to shareholders furnished to GFS
 by the Company or by a shareholder in connection with this Agreement
 (collectively, “Customer Data”), all information regarding the Company’s
 arrangements with brokerage firms, compensation paid to or by the Company,
 the Company’s trading strategies and all such related information
 (collectively, Company Proprietary Information”) constitute proprietary
 information of substantial value to the Company. GFS agrees to treat all
 Company Proprietary Information and Customer Data as proprietary to the
 Company and further agrees that it shall not divulge any Company Proprietary
 Information or Customer Data to any person or organization except as may be provided
 under this Agreement or as may be directed by the Company or as may be duly
 requested by regulatory authorities. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Each party shall take reasonable efforts to advise its employees of
 their obligations pursuant to this Section 7. The obligations of this Section
 7 shall survive any earlier termination of this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
 ADDITIONAL
 CLASSES 

 
	
  

 	
  

 	
  

 	
  

 
	
           In the
 event that the Company establishes one or more series or classes of Shares
 after the effectiveness of this Agreement, such series or classes of Shares,
 as the case may be, shall become series and classes under this Agreement with
 necessary changes made to Appendix II;
 however, either GFS or the Company may elect not to make any such series or
 class subject to this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 
	
 9.

 	
 ASSIGNMENT AND
 SUBCONTRACTING 

 
	
  

 	
  

 	
  

 	
  

 
	
           This
 Agreement shall extend to and shall be binding upon the parties hereto and
 their respective successors and assigns; provided, however, that this
 Agreement shall not be assignable by the Company without the prior written
 consent of GFS. GFS may subcontract any or all of its responsibilities
 pursuant to this Agreement to one or more companies, firms, individuals or
 associations, which may or may not be affiliated persons of GFS and which
 agree to comply with the terms of this Agreement; provided, however, that any such subcontracting
 shall not relieve GFS of its responsibilities
 hereunder. GFS may 

 


8









	
  

 	
  

 	
  

 	
  

 
	
 pay such persons for their services, but no such payment will
 increase fees due from the Company hereunder.

 
	
  

 	
  

 	
  

 	
  

 
	
 10.

 	
 EFFECTIVE
 DATE, TERM AND TERMINATION 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Effective Date. This Agreement shall become
 effective on the date first above written (the “Effective Date”). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Term. This Agreement shall remain in
 effect for a period of one (1) year from the Effective Date and shall
 continue in effect for successive twelve-month periods provided that such
 continuance is specifically approved at least annually by a majority of the
 Board. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Termination. This Agreement can be terminated
 at the end of the initial term or subsequent renewal period upon ninety (90)
 days’ prior written notice by either party. Upon termination of this
 Agreement, GFS shall have no further obligation to provide the Services and
 all outstanding payments due to GFS hereunder shall become immediately due
 and payable to GFS, including any unpaid fees earned through the date of
 termination and the balance of all future minimum fees due under the
 remaining term of this Agreement. In the event of termination, GFS agrees
 that it will cooperate to facilitate the smooth transition of services and to
 minimize disruption to the Company and its shareholders. Notwithstanding the
 foregoing, either party may terminate this Agreement upon thirty (30) days’
 written notice in the event of a breach. The parties have a right to attempt
 to cure a breach within the thirty-day notice period. If the breach is not
 cured within said period, then the parties hereto will submit to arbitration,
 in accordance with Section 11(g),
 below. In any event, this Agreement can be terminated at any time upon thirty
 (30) days’ prior written notice if the Board makes a determination to
 liquidate the Company. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Survival of Certain Obligations. The obligations of Sections 3,
 4, 6, 7, and 10 shall survive any termination of this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 
	
 11.

 	
 MISCELLANEOUS 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Amendments. This Agreement may not be
 amended, or any provision hereof waived, except in writing signed by the
 party against which the enforcement of such amendment or waiver is sought. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Governing Law. This Agreement shall be
 construed and the provisions thereof interpreted under and in accordance with
 the laws of the State of New York. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Entire Agreement. This Agreement constitutes the
 entire agreement between the parties hereto and supersedes any prior
 agreement with respect to the subject matter hereof whether oral or written. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Counterparts. The
 parties may execute this Agreement on any number of counterparts, and all of
 the counterparts taken together shall be deemed to constitute one and the
 same instrument. 

 


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 (e)

 	
 Severability. If any part, term or provision
 of this Agreement is held to be illegal, in conflict with any law or
 otherwise invalid, the remaining portion or portions shall be considered
 severable and not be affected by such determination, and the rights and
 obligations of the parties shall be construed and enforced as if this
 Agreement did not contain the particular part, term or provision held to be
 illegal or invalid. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 Force Majeure. Neither party shall be liable for
 failure to perform if the failure results from a cause beyond its control,
 including, without limitation, fire, electrical, mechanical, or equipment
 breakdowns, delays by third party vendors and/or communications carriers,
 civil disturbances or disorders, terrorist acts, strikes, acts of
 governmental authority or new governmental restrictions, or acts of God. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 Arbitration. The parties understand and agree
 that, to the extent permitted by law, all claims arising out of this
 Agreement will be resolved through final and binding arbitration pursuant to
 the terms hereof. In this regard, the parties acknowledge and agree that: (i)
 such arbitration will be final and binding on the parties; (ii) the parties
 are hereby waiving their rights to seek remedies in court, including the
 right to a jury trial; (iii) pre-arbitration discovery is generally more
 limited than and different from discovery conducted in connection with
 litigation; (iv) the arbitrator’s award is not required to include factual
 findings or legal reasoning; and (v) a party’s right to appeal or seek
 modification of rulings by the arbitrator will be strictly limited. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Such arbitration will be conducted in New York according to the
 securities arbitration rules then in effect of the American Arbitration
 Association. Both parties understand that the other party may initiate
 arbitration by serving or mailing a written notice to the other party hereto
 by certified mail, return receipt requested. Any award the arbitration panel
 makes will be final, and judgment on it may be entered in any court having
 jurisdiction.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 This arbitration provision shall be enforced and interpreted
 exclusively in accordance with applicable federal law, including the Federal
 Arbitration Act. Any costs, fees, or taxes involved in enforcing the award
 shall be fully assessed against and paid by the party resisting enforcement
 of said award. The prevailing party shall also be entitled to an award of
 reasonable attorneys’ fees and costs incurred in connection with the
 enforcement of this Agreement. No person shall bring a putative or certified
 class action to arbitration, nor seek to enforce any pre-dispute arbitration
 agreement against any person who has initiated in court a putative class
 action who is a member of a putative class action until:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The class certification is denied; 

 
	
  

 	
 •

 	
 The class is decertified; or 

 
	
  

 	
 •

 	
 The person is excluded from the class by the court. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Such forbearance to enforce an agreement to arbitrate shall not
 constitute a waiver of any rights under this Agreement except to the extent
 stated herein.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 Headings. Section and paragraph headings
 in this Agreement are included for convenience only and are not to be used to
 construe or interpret this Agreement. 

 


10









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Notices. All notices, requests, demands
 and other communications hereunder shall be in writing and shall be delivered
 by hand or by overnight, registered or certified mail, postage prepaid, or by
 facsimile to each party at the address set forth below or at such new address
 designated by such party by notice given pursuant to this Section. 

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 To
 the Company:

 	
  

 	
 To
 GFS:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Michael L. Carroll

 	
  

 	
 Kevin Wolf

 
	
  

 	
 Chief Financial
 Officer and Secretary

 	
  

 	
 President

 
	
  

 	
 Triton Pacific
 Investment Corporation, Inc.

 	
  

 	
 Gemini Fund
 Services, LLC

 
	
  

 	
 10877 Wilshire
 Blvd., 12th Floor

 	
  

 	
 80 Arkay Drive,
 Suite 110

 
	
  

 	
 Los Angeles, CA
 90024

 	
  

 	
 Hauppauge, NY
 11788

 
	
  

 	
 Telephone: (804)
 893-3712

 	
  

 	
 Telephone: (631)
 470-2616

 
	
  

 	
 mcarroll@tritonpacific.com

 	
  

 	
 kevinw@geminifund.com

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 With
 a copy to:

 	
  

 	
 With
 a copy to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Legal Department

 
	
  

 	
  

 	
  

 	
 Gemini Fund
 Services, LLC

 
	
  

 	
  

 	
  

 	
 17605 Wright
 Street, Suite 2

 
	
  

 	
  

 	
  

 	
 Omaha, NE 68130

 
	
  

 	
  

 	
  

 	
 legal@nstar-financial.com

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 Safekeeping. GFS shall establish and maintain
 facilities and procedures reasonably acceptable to the Company for the
 safekeeping and control of records maintained by GFS under this Agreement
 including the preparation and use of check forms, facsimile, email or other
 electronic signature imprinting devices. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (k)

 	
 Representation of Signatories. Each of the undersigned
 expressly warrants and represents that they have full power and authority to
 sign this Agreement on behalf of the party indicated and that their signature
 will bind the party indicated to the terms hereof. 

 


Signature Page
Follows


11






          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized persons, effective as of the day and year first above written. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TRITON
 PACIFIC INVESTMENT CORPORATION, INC.

 	
  

 	
 GEMINI
 FUND SERVICES, LLC

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Michael Carroll



 	
  

 	
  

 	
 By:

 	
 /s/ Andrew Rogers

 
	
  

 	
 Name: Michael Carroll

 	
  

 	
  

 	
  

 	
 Andrew Rogers

 
	
  

 	
 Title: CFO

 	
  

 	
  

 	
  

 	
 CEO

 


12






APPENDIX I


TRANSFER
AGENCY SERVICES


GFS shall provide
the following services subject to, and in compliance with the objectives,
policies and limitations set forth in the Company’s Registration Statement, the
Company’s Organizational Documents, applicable laws and regulations, and
resolutions and policies established by the Company’s Board: 


	
  

 	
  

 	
  

 
	
 1)

 	
 Provide the services of a transfer agent,
 dividend disbursing agent and, as relevant, agent in connection with
 accumulation, open-account or similar plans (including, without limitation,
 any periodic investment plan) that are customary for closed-end management
 investment companies including: 

 
	
  

 	
  

 
	
  

 	
 a.

 	
 maintaining all shareholder accounts; 

 
	
  

 	
 b.

 	
 preparing shareholder meeting lists; 

 
	
  

 	
 c.

 	
 preparing and certifying direct shareholder
 lists in conjunction with proxy solicitations; 

 
	
  

 	
 d.

 	
 preparing periodic mailing of year-end tax
 and statement information; 

 
	
  

 	
 e.

 	
 mailing shareholder reports and
 prospectuses to current shareholders; 

 
	
  

 	
 f.

 	
 withholding taxes on U.S. resident and
 non-resident alien accounts; 

 
	
  

 	
 g.

 	
 preparing and filing U.S. Treasury
 Department Forms 1099 and other appropriate forms required by federal
 authorities with respect to distributions for shareholders;

 
	
  

 	
 h.

 	
 preparing and mailing confirmation forms
 and statements of account to shareholders for all purchases and redemptions
 of Shares and other confirmable transactions in shareholder accounts; and

 
	
  

 	
 i.

 	
 providing account information in response
 to inquiries from shareholders.

 
	
  

 	
  

 	
  

 
	
 2)

 	
 Receiving for acceptance, orders for the
 purchase of Shares, and promptly delivering payment and appropriate
 documentation therefore to the Custodian authorized by the Board (the
 “Custodian”); 

 
	
  

 	
  

 
	
 3)

 	
 Pursuant to purchase orders, issue the
 appropriate number of Shares and hold such Shares in the appropriate
 shareholder account; 

 
	
  

 	
  

 
	
 4)

 	
 Receiving for acceptance, redemption
 requests and redemption directions and delivering the appropriate
 documentation therefore to the Custodian; 

 
	
  

 	
  

 
	
 5)

 	
 As and when the Company receives monies
 paid to it by the Custodian with respect to any redemption, paying over or
 cause to be paid over the redemption proceeds as required by the Prospectus
 pursuant to which the redeemed Shares were offered and as instructed by the
 redeeming shareholders; 

 
	
  

 	
  

 
	
 6)

 	
 Effecting transfers of Shares upon receipt
 of appropriate instructions from shareholders; 

 
	
  

 	
  

 
	
 7)

 	
 Monitoring and making appropriate filings
 with respect to the escheatment laws of the various states and territories of
 the United States; 

 


Appendix I | 1 









	
  

 	
  

 
	
 8)

 	
 Preparing and transmitting to shareholders
 (or crediting the appropriate shareholder accounts) payments for all
 distributions and dividends declared by the Company with respect to Shares; 

 
	
  

 	
  

 
	
 9)

 	
 Receiving from shareholders and/or debiting
 shareholder accounts for sales commissions, including contingent deferred,
 deferred and other sales charges, and service fees (i.e., wire redemption charges) and
 prepare and transmit payments to underwriters, selected dealers and others
 for commissions and service fees received and provide necessary tracking
 reports to the Company’s principal underwriter (if any); and 

 
	
  

 	
  

 
	
 10)

 	
 Recording the issuance of Shares and
 maintaining a record of the total number of Shares that are authorized,
 issued and outstanding. 

 


Issuance of Shares. 


GFS, in its capacity
as transfer agent, shall make original issues of Shares in accordance with the
Company’s Prospectus, only upon receipt of: 


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 instructions requesting the issuance, 

 
	
  

 	
 b.

 	
 a copy of a resolution of the Board
 authorizing the issuance, 

 
	
  

 	
 c.

 	
 necessary funds for the payment of any
 original issue tax applicable to such Shares, and 

 
	
  

 	
 d.

 	
 an opinion of the Company’s legal counsel
 as to the legality and validity of the issuance. If such opinion is
contingent upon a anything, including, without limitation, any filing required
to be made with the SEC, the Company shall indemnify GFS for any liability
arising from the failure of the Company to satisfy such contingency..

 



The responsibility
of GFS for the Company’s state registration status is solely limited to the
reporting of transactions to the Company, and GFS shall have no obligation,
when recording the issuance of Shares, to monitor the issuance of such Shares
or to take cognizance of any laws relating to the issue or sale of such Shares,
which functions shall be the sole responsibility of the Company, its
distributor or other agent. 


Transfer of Shares. 


Transfers of Shares
shall be registered on the shareholder records maintained by GFS. In registering transfers of Shares, GFS may
rely upon the Uniform Commercial Code as in effect in the State of Nebraska or
any other statutes that, in the opinion of GFS’s legal counsel, protect GFS and
the Company from liability arising from: 


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 not requiring complete documentation; 

 
	
  

 	
 b.

 	
 registering a transfer without an adverse
 claim inquiry; 

 
	
  

 	
 c.

 	
 delaying registration for purposes of such
 inquiry; or 

 
	
  

 	
 d.

 	
 refusing registration whenever an adverse
 claim requires such refusal. 

 


As transfer agent,
GFS will be responsible for delivery to the transferor and transferee of such
documentation as is required by the Uniform Commercial Code. 


Appendix I | 2 






Purchase Orders.


Shares shall be
issued in accordance with the terms of the Prospectus after GFS or its agent
receives either: 


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 an instruction directing investment in
 Shares, a check (other than a third-party check) or a wire or other
 electronic payment in the amount designated in the instruction and in the
 case of an initial purchase, a completed account application; or 

 
	
  

 	
 b.

 	
 the information required for purchases
 pursuant to a selected dealer agreement, processing organization agreement,
 or a similar contract with a financial intermediary. 

 


Distribution Eligibility.


Shares issued after
receipt of a completed purchase order shall be eligible to receive
distributions relating to such Shares at the time specified in the Prospectus
pursuant to which the Shares are offered. 


Determination of Federal Funds. 


Shareholder payments
shall be considered “Federal Funds” no later than on the day indicated below
unless other times are noted in the Prospectus: 


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 for a wire received, at the time of the
 receipt of the wire; 

 
	
  

 	
 b.

 	
 for a check drawn on a member bank of the
 Federal Reserve System, on the second Business Day following receipt of the
 check; and 

 
	
  

 	
 c.

 	
 for a check drawn on an institution that is
 not a member of the Federal Reserve System, at such time as GFS is credited
 with Federal Funds with respect to that check. 

 


Lost Shareholders. 


GFS shall perform
such services as are required in order to comply with Rules 17a-24 and 17Ad-17
(the “Lost Shareholder Rules”) of the Securities Exchange Act of 1934,
including, but not limited to, those set forth below. GFS may, in its sole discretion, use the services of a third
party to perform some of or all such services. 


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 documentation of search policies and
 procedures; 

 
	
  

 	
 b.

 	
 execution of required searches; 

 
	
  

 	
 c.

 	
 tracking results and maintaining data
 sufficient to comply with the Lost Shareholder Rules; and 

 
	
  

 	
 d.

 	
 preparation and submission of data required
 under the Lost Shareholder Rules. 

 


Anti-Money Laundering (“AML”) Delegation. 


The Company hereby
delegates to GFS certain AML duties under this Agreement, as permitted by law
and in accordance with the Company’s Anti-Money Laundering Policies and
Procedures as may be amended from time to time. Such duties delegated to GFS include procedures reasonably
designed to prevent and detect money laundering activities and to ensure that
the Company can have a reasonable belief that it knows the identity of each
person or entity opening an account with the Company. GFS’s procedures will include, as appropriate, procedures to
assist the Company to: 


Appendix I | 3 









	
  

 	
  

 
	
 •

 	
 detect and report suspicious activities; 

 
	
  

 	
  

 
	
 •

 	
  comply with “know your customer” requirements; 

 
	
  

 	
  

 
	
 •

 	
 monitor high-risk accounts; and 

 
	
  

 	
  

 
	
 •

 	
 maintain required records. 

 


GFS shall provide
for proper supervision and training of its personnel. With respect to assisting the Company with its Customer
Identification Program (“CIP”) designed to ensure the identity of any person
opening a new account with the Company (a “Customer”), GFS will assist the
Company through the use of the following: 


	
  

 	
  

 
	
 •

 	
 risk-based procedures to verify the
 identity of each Customer to the extent reasonable and practicable, such that
 the Company may have a reasonable belief that it knows the true identity of
 each Customer; 

 
	
  

 	
  

 
	
 •

 	
 before opening an account, obtain a
 Customer’s name, date of birth (for an individual), address, and
 identification number1; 

 
	
  

 	
  

 
	
 •

 	
 procedures to verify the identity of a
 Customer within a reasonable time after the account is opened;

 
	
  

 	
  

 
	
 •

 	
 procedures for maintenance of records
 relating to Customer identification and supporting the verification; and 

 
	
  

 	
  

 
	
 •

 	
 procedures to determine whether the
 Customer’s name appears on any list of known or suspected terrorists or
 terrorist organizations issued by any federal government agency and
 designated as such by the Department of the Treasury in consultation with the
 federal functional regulators, within a reasonable period of time after the
 account is opened. 

 
	
  

 	
  

 
	
 For purposes of verifying the identity of a
 Customer, GFS may rely on documents, so long as, based on that information,
 GFS can form a reasonable belief that it knows the identity of the Customer,
 including:

 
	
  

 	
  

 
	
 •

 	
 an individual’s unexpired government-issued
 identification evidencing nationality or residence and bearing a photograph
 or similar safeguard, (such as a driver’s license or passport); or 

 
	
  

 	
  

 
	
 •

 	
 documents showing the existence of an
 entity, such as articles of incorporation, a government-issued business
 license, a partnership agreement, or trust instrument. 

 


To the extent that
the Customer’s identity cannot be verified by relying on documents, other
methods may be used by GFS, including, (i) contacting a Customer; (ii)
independently verifying the Customer’s identity through the comparison of
information provided by the Customer with information obtained from a consumer
reporting agency, public database, or other source; (iii) checking references
with other financial institutions; and (iv) obtaining a financial statement. 


In the event that
GFS is not able to verify the identity of a Customer sufficiently that it can
form a reasonable belief that it knows the true identity of a Customer, then
GFS may, as appropriate: 


	
  

 	
  

 
	
 •

 	
  not
 open an account for the Customer; 

 




	
  

 	
  

 
	 

 	
  

 
	
 1 An identification number may be a
 taxpayer identification number, passport number and country of issuance,
 alien identification card number, or number and country of issuance of any
 other government-issued document evidencing nationality or residence and
 bearing a photograph or similar safeguard.

 


Appendix I | 4 









	
  

 	
  

 
	
 •

 	
 apply limited terms under which a Customer
 may use an account until the Customer’s identity is verified; 

 
	
  

 	
  

 
	
 •

 	
 close an account, after attempts to verify
 a Customer’s identity have failed; or 

 
	
  

 	
  

 
	
 •

 	
 assist the Company in filing a Suspicious
 Activity Report in accordance with applicable law and regulation, regarding
 the Customer. 

 


The Company
represents and agrees that it will provide Customers with adequate notice that
the Company is requesting information to verify their identities. The notice will be included in the
application or the Prospectus, or a document accompanying the application or
Prospectus provided it is reasonably designed to ensure that the customer views
or otherwise receives the notice before opening the account. In consideration of the performance of the
duties by GFS pursuant to this Section, the Company agrees to pay GFS for the
reasonable administrative expenses that may be associated with such additional
duties. 


Anti-Identity Theft Delegation. 


To the extent that
the Company has covered accounts that allow redemption proceeds to go to third
parties, GFS will assume Anti-Identity Theft monitoring duties for the Company
under this Agreement, pursuant to legal requirements. Any out of pocket expenses occurred in this regard are due and
payable by the Company. 


Rule 22c-2 Compliance. 


Rule 22c-2 under the
1940 Act requires that an investment company’s principal underwriter or
transfer agent enter into a shareholder information agreement with any
financial intermediary or its agent where it, through itself or its agent,
purchases or redeems shares directly from an investment company, its principal
underwriter or transfer agent, or through a registered clearing agency. The Company shall ensure that its principal
underwriter enters into such agreements, which permits GFS as transfer agent to
request information from such financial intermediaries to insure that the
Company’s procedures are being followed with respect to market timing and,
where applicable, early redemption fees.
The Company’s procedures in this regard may trigger information
requests, under certain conditions, with respect to said financial
intermediaries’ omnibus accounts in the Company. 


Processing through the National Securities Clearing Corporation (the
“NSCC”). 


GFS will: (i) process accounts through Networking and
the purchase, redemption, transfer and exchange of shares in such accounts
through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC
on behalf of NSCC’s participants, including the Company), in accordance with,
instructions transmitted to and received by GFS by transmission from NSCC on
behalf of broker-dealers and banks which have been established by, or in
accordance with the instructions of authorized persons, as hereinafter defined
on the dealer file maintained by GFS; (ii) issue instructions to the Company’s
Custodian for the settlement of transactions between the Company and NSCC
(acting on behalf of its broker-dealer and bank participants); (iii) provide
account and transaction information from the Company’s records on an
appropriate computer system in accordance with NSCC’s Networking and Fund/SERV
rules for those broker-dealers; and (iv) maintain shareholder accounts through
Networking. 


Appendix I | 5 






Transfer Agency Records. 


GFS shall maintain
the following shareholder account information: 


	
  

 	
  

 
	
 •

 	
 name, address and United States Tax
 Identification or Social Security number; 

 
	
 •

 	
 number of Shares held and number of Shares
 for which certificates, if any, have been issued, including certificate
 numbers and denominations; 

 
	
 •

 	
 historical information regarding the account
 of each shareholder, including dividends and distributions paid and the date
 and price for all transactions on a shareholder’s account; 

 
	
 •

 	
 any stop or restraining order placed
 against a shareholder’s account; 

 
	
 •

 	
 any correspondence relating to the current
 maintenance of a shareholder’s account; 

 
	
 •

 	
 information with respect to withholdings;
 and 

 
	
 •

 	
 any information required in order for GFS
 to perform any calculations required by this Agreement. 

 


All out-of-pocket
expenses will be billed as set forth on Appendix II. GFS may from time to time adopt new procedures, or modify
existing procedures, in order to carry out its Transfer Agency Services. Any modification of the Transfer Agency
Services provided by GFS as set forth in this Appendix I shall be delivered to
the Company in writing.  


Appendix I | 6 






APPENDIX II


FEES


This Appendix II is
part of the Fund Services Agreement (the “Agreement”) between Triton Pacific
Investment Corporation, Inc. (the “Company”) and Gemini Fund Services, LLC
(“GFS”). Set forth below are the Services elected by the Company identified on
this Appendix II along with the associated Fees. 


FEES 


The Company shall
pay to GFS the following fees: (all basis point fees will be calculated based
upon the average net assets of the Company for the previous month) 


Transfer Agency Fees 


	
  

 	
  

 	
  

 
	
 1.

 	
 Base annual fee:*

 	
 $13.00 annual fee per open account

 
	
  

 	
  

 	
 ($2.00 annual fee per closed account)

 



The base annual fee
is subject to a $16,000.00 minimum annual fee per Company share class. 


*All fees set forth
in this Section 1 under the heading “Transfer Agency Fees” shall be subject to
a 20% discount for the first twelve (12) months following the Effective Date of
the Agreement. 


	
  

 	
  

 
	
 2.

 	
 General Activity Charges: 

 




	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Customer Service Calls

 	
  

 	
 $2.50 per call

 	
  

 
	
  

 	
 Manual Transactions

 	
  

 	
 $1.00 per transaction

 	
  

 
	
  

 	
 New Account Opening (manual)

 	
  

 	
 $2.50 per account

 	
  

 
	
  

 	
 New Account Opening (electronic)

 	
  

 	
 $0.40 per account

 	
  

 
	
  

 	
 Incoming IRA Transfer from prior custodian

 	
  

 	
 $25.00 per transfer

 	
  

 
	
  

 	
 IRA Transfer to successor custodian

 	
  

 	
 $25.00 per transfer

 	
  

 
	
  

 	
 Refund of Excess Contribution

 	
  

 	
 $15.00 per refund

 	
  

 
	
  

 	
 Distribution to IRA Participant

 	
  

 	
 $15.00 per distribution

 	
  

 




	
  

 	
  

 
	
 q 

 	
 Check this box to elect 24 Hour Automated
 Voice Response 

 




	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 24 Hour Automated Voice Response Charges:

 	
  

 	
  

 	
  

 
	
  

 	
 Initial set-up
 (one-time) charge

 	
  

 	
 $1,520.00 (to be waived) 

 	
  

 
	
  

 	
 Monthly charge

 	
  

 	
 $50.00

 	
  

 




	
  

 	
  

 
	
 3.

 	
 Web Package Fees*: 

 




	
  

 	
  

 
	
 q 

 	
 Check this box for Shareholder Desktop Web
 Package (described below) 

 
	
  

 	
 $2,000.00 initial
 installation charge 

 
	
  

 	
 Annual maintenance
 fee (included in annual minimum fees) 

 


Appendix II | 1









	
  

 	
  

 
	
q 

 	
 Check this box for Shareholder Desktop
 Online New Accounts (described below)

 
	
  

 	
 $2,500.00 initial
 set-up charge

 
	
  

 	
 $2.50 per new
 account charge

 
	
  

 	
  

 
	
 q 

 	
 Check this box for Data Web Package
 (described below)

 
	
  

 	
 $3,000.00 initial
 installation charge

 
	
  

 	
 $1,500.00 annual
 maintenance fee (invoiced annually in advance)

 


*Purchase of two web
packages entitles purchaser to a 20% discount on initial installation/set-up
charges for each of the two packages. Purchase of three web packages entitles
purchaser to a 30% discount on initial installation/set-up charges for each of
the three packages. 


	
  

 	
  

 
	
 4.

 	
 Additional Charges: 

 






	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Rule 22c-2 compliance fee.
 The Company shall pay a $125.00 monthly administration fee for Rule 22c-2
 compliance. 

 



Special
Reports/Programming Fees 


All special reports
analyses and/or programming requested by the Company under this Agreement shall
be subject to an additional programming charge, agreed upon in advance, based
upon the following rates: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 GFS Senior & MIS Staff 

 	
  

 	
 $200.00 per hour

 
	
  

 	
 GFS Junior Staff

 	
  

 	
 $100.00 per hour

 



Out -of-pocket
Expenses 


Subject to the restrictions
imposed by Section 3(b) of the Agreement, the Company shall reimburse GFS for
all out-of-pocket expenses incurred by GFS when performing Services under this
Agreement, including, but not limited to, the following: 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 o

 	
 Anti-ID Theft Monitoring

 	
  

 	
 o

 	
 Pro rata portion of SSAE 16 review

 
	
 o

 	
 Bank Account and other Bank Fees

 	
  

 	
 o

 	
 Proxy Services

 
	
 o

 	
 Customer Identification/AML Program Costs

 	
  

 	
 o

 	
 Record Storage

 
	
 o

 	
 Stationery and Supplies

 	
  

 	
 o

 	
 Regulatory fees and assessments

 
	
 o

 	
 Locating Lost Shareholders/Escheatment
 Costs

 	
  

 	
 o

 	
 State and Federal filing fees and
 assessments

 
	
 o

 	
 NSCC Charges

 	
  

 	
 o

 	
 Tax Reporting

 
	
 o

 	
 Postage

 	
  

 	
 o

 	
 Telephone and Toll Free Lines

 
	
 o

 	
 Pre and Post Sale Fulfillment

 	
  

 	
 o

 	
 Travel Requested by the Company

 
	
 o

 	
 Printing Documents

 	
  

 	
  

 	
  

 
	
  

 	
  

 
	
 Signature Page Follows

 


Appendix II | 2 






          The
parties hereto agree to the Services and associated fees as set forth in the
Agreement and in this Appendix II. 



	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TRITON
 PACIFIC INVESTMENT CORPORATION, INC.

 	
  

 	
 GEMINI
 FUND SERVICES, LLC

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 



 	
  

 	
  

 	
 By:

 	
 

 
	
  

 	
 Name: Michael Carroll

 	
  

 	
  

 	
  

 	
 Andrew Rogers

 
	
  

 	
 Title: CFO

 	
  

 	
  

 	
  

 	
 CEO

 



The undersigned investment adviser hereby
acknowledges and agrees to the terms of the Agreement and this Appendix II. 


	
  

 
	
 Triton Pacific Adviser, LLC

 
	
 10877 Wilshire Blvd., 12th Floor

 
	
 Los Angeles, CA 90024

 




	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  



 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Name: Michael
 Carroll

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Title: CFO

 	
  

 	
  

 	
  

 	
  

 


Appendix II | 3 






SHAREHOLDER DESKTOP WEB PACKAGE 

Proprietary Secure Web-Based Direct Interface With Transfer Agent Data


	
  

 	
  

 	
  

 
	
 Supports Five Levels of Access

 
	
  

 	
 

 	
 Administrator

 
	
  

 	
 

 	
 Broker/Dealer

 
	
  

 	
 

 	
 Broker/Dealer
 Branch

 
	
  

 	
 

 	
 Registered
 Representative

 
	
  

 	
 

 	
 Shareholder

 
	
  

 	
  

 	
  

 
	
 Customizable
 Look And Feel (Logo And Color Scheme)

 
	
  

 
	
 Account Inquiry

 
	
  

 	
 

 	
 Portfolio Summary

 
	
  

 	
 

 	
 Account Position

 
	
  

 	
 

 	
 Transaction
 History

 
	
  

 	
 

 	
 General Account
 Information

 
	
  

 	
  

 	
  

 
	
 Online
 Transactions (Must have this reflected in the prospectus to offer
 this functionality)

 
	
  

 	
 

 	
 Exchanges

 
	
  

 	
 

 	
 Purchases

 
	
  

 	
 

 	
 Redemptions

 
	
  

 	
 

 	
 Prospectus and SAI
 Access

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Account
 Maintenance

 
	
  

 	
 

 	
 Change of Shareholder Information

 
	
  

 	
  

 	
  

 	
 o

 	
 Address

 
	
  

 	
  

 	
  

 	
 o

 	
 Phone Number

 
	
  

 	
  

 	
  

 	
 o

 	
 Email Address

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Online Statement Access

 
	
  

 	
 

 	
 Quarterly
 Statements and Confirms

 
	
  

 	
 

 	
 Electronic
 Delivery (Should have this reflected in the prospectus and application to
 offer this functionality)

 
	
  

 	
  

 	
  

 	
 o

 	
 Statements

 
	
  

 	
  

 	
  

 	
 o

 	
 Confirms

 
	
  

 	
  

 	
  

 	
 o

 	
 Regulatory
 Mailings

 






	
  

 
	
  



 


SHAREHOLDER DESKTOP ONLINE NEW ACCOUNTS


	
  

 	
  

 	
  

 
	
  

 	
 

 	
 Allows clients the
 ability to set up a new account online if they provide valid ACH information
 and agree to all disclaimers and agreements on site.

 
	
  

 	
 

 	
 E-Signature
 capability

 


Appendix II | 4 









	
  

 
	
  



 




DATA WEB PACKAGE


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Performance
 Web Page

 
	
  

 	
 •

 	
 Comprehensive
 performance report hosted by GFS

 
	
  

 	
  

 	
  

 	
 o

 	
 Company investment
 performance updated nightly

 
	
  

 	
  

 	
  

 	
 o

 	
 Up to 20 indexes
 available

 
	
  

 	
  

 	
  

 	
 o

 	
 Data provided in
 simple format to be encapsulated into Company’s own website to provide a
 custom look and feel

 
	
  

 	
  

 	
  

 	
 o

 	
 Growth of $10,000
 graph available

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Holdings
 web page

 
	
  

 	
 •

 	
 Investment
 holdings updated periodically to meet disclosure rules hosted by GFS

 
	
  

 	
  

 	
  

 	
 o

 	
 Investment
 holdings updated periodically to meet disclosure rules

 
	
  

 	
  

 	
  

 	
 o

 	
 Top ten report
 available

 
	
  

 	
  

 	
  

 	
 o

 	
 Data provided in
 simple format to be encapsulated into Company’s own website to provide a
 custom look and feel

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Historical
 NAV web page

 
	
  

 	
 •

 	
 Provides
 historical NAV information for a specified period of time

 
	
  

 	
  

 	
  

 	
 o

 	
 Data provided in
 simple format to be encapsulated into Company’s own website to provide a
 custom look and feel

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fulfillment
 web page

 
	
  

 	
 •

 	
 Provides an online
 request form for shareholders who wish to request a hard copy of the
 fulfillment material mailed to them

 
	
  

 	
  

 	
  

 	
 o

 	
 Request is
 automatically routed online to the Shareholder Services Team at GFS for
 processing

 
	
  

 	
  

 	
  

 	
 o

 	
 Reporting of
 Fulfillment requests made online or via phone available via GFS Reporting
 Services Tool.

 



GFS
reporting utilizes the next generation secure web-based report delivery vehicle
which allows for direct request or subscription based delivery reports
available in multiple formats (PDF, Excel, XML, CSV)


	
  

 
	
  



 


Appendix II | 5