CERTIFICATION BYCHIEF FINANCIAL OFFICER

 

**Exhibit 31.2**

 

**Certification of Chief FinancialOfficer**

**of Periodic Report Pursuant to Rule13a-14(a) and Rule 15d-14(a)**

 

I, Michael L. Carroll, Chief Financial Officer, certify that:

 

1) I have reviewed this annual report on Form 10-Kof Triton Pacific Investment Corporation, Inc. (the “Company”);

 

2) Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3) Based on my knowledge, the financial statements,and other financial information included in this report, fairly present in all material respects the financial condition, resultsof operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4) The Company’s other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15 (e)) for the Company and have:

 

a) designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relatingto the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe period in which this report is being prepared;

 

b) designed such internal control over financialreporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the Company’sdisclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) disclosed in this report any change in the Company’sinternal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’sfourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the Company’s internal control over financial reporting; and

 

5) The Company’s other certifying officer(s)and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’sauditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’sability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date: March 27, 2017

 

  

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