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TRITON PROSPECT FLEXIBLE INCOME FUND DISCLAIMER

NOTICE TO RECIPIENTS: The information contained in this email message and its attachments are privileged and confidential and is intended solely for the use of the intended recipient. If the recipient of this message and its attachments is not the intended recipient, you are hereby advised that any dissemination, distribution or copy of this email and its attachments or the content therein is strictly prohibited. If you received this email and/or attachments and are not the intended recipient, please notify the sender immediately and destroy this email and its attachments.

 

Please note that this does not constitute an offer to sell or solicitation of an offer to buy any security. Offers are only made through an offering memorandum or prospectus to qualified investors and only in jurisdictions where permitted by law. Investments referenced herein may involve a high degree of risk and may not be suitable for all investors. Any potential investor should carefully consider the “Risk Factors” described in the applicable investment’s offering memorandum or prospectus before investing. Past performance does not guarantee future returns. No representation, guarantee or warranty is provided as to the correctness, completeness or timeliness of information provided in this message, which information has not been prepared to meet the reporting standards of any regulatory, association, or trade organization, has not been independently verified, may be based upon assumptions, may change without notice and should not be relied upon in making an investment decision.

 

Investors should consider the investment objective and policies, risk considerations, charges and ongoing expenses of an investment carefully before investing. The prospectus contains this and other information relevant to an investment in the fund. Please read the prospectus carefully before you invest or send money. To obtain a prospectus, please contact your investment representative or Triton Pacific Securities at 949.429.8500.

 

TP Flexible Income Fund, Inc. (the “Fund”) is a publicly registered and offered non-traded business development company with external management provided by Prospect Flexible Income Management, LLC (the “Adviser”), which is jointly owned by Prospect Capital Management, LP and Triton Pacific. An investment in shares of the Fund involves substantial risk and may result in the loss of principal invested. This Fund may not be suitable for all investors. You should carefully read the information found in the Fund’s prospectus, including the “Risk Factors” section, before deciding to invest in the Fund’s shares. These risks include: • Absence of a public market for these securities • Limited operating history • The Adviser’s lack of experience managing a registered Business Development Company • Limited liquidity and lack of transferability • Reinvestment risk • Risks related to failing to qualify as a regulated investment company for U.S. federal income tax purposes • Exposure to leveraged credit risk and interest rate risk • Risks associated with lending activities, including underlying borrower fraud • Non-investment grade debt involves a greater risk of default and higher price volatility than investment grade debt. • Absence of investments identified for acquisition • Payment of significant fees to the Fund’s Adviser and its affiliates • Potential uncertainty as to the value of the Fund’s assets • Potential conflicts of interest • Risk that the net offering price per share will not reflect the Fund’s net asset value • Risk that the purchase price paid by you may be higher than a prior purchase price per share and therefore you may receive a smaller number of shares • Risk of significant leverage within the Fund and collateralized loan obligations (“CLOs”) • Potential interruption and deferral of cash flow • No assurance that distributions will be made or that any particular rate of distribution will be maintained • Distributions to stockholders may be funded from expense support payments provided by the Adviser that are subject to repayment to the Adviser if certain conditions are met. The reimbursement of these payments to the Adviser (if any such reimbursements are made) would reduce the future distributions to which investors would otherwise be entitled. • Distributions may not be based on investment performance and may not continue in the future.  • Lack of diversification in assets of the Fund until significant funds have been raised • Risk that the Fund’s operating results will be affected by economic and regulatory changes that have an adverse impact on the Fund’s investments • Unforeseen increases in operating and capital expenses • Lack of availability of due diligence information • Risk related to the fact that the assets of the Fund are intended to be concentrated in senior secured loans and, to a lesser extent, CLOs • Risk that the Fund will not achieve its investment objectives if it does not raise sufficient capital • The Fund will not be a diversified investment fund for purposes of the 1940 Act. These and other risks may impact the Fund’s financial condition, operating results, returns to its investors, and ability to make distributions as stated in the Fund’s prospectus.

 

This material contains forward-looking statements relating to the business and financial outlook of TP Flexible Income Fund, Inc. that are based on the Fund’s current expectations, estimates, forecasts, and projections, and are not guarantees of future performance. Actual results may differ materially from those expressed in these forward-looking statements, and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this material. Such factors include those listed above, and those described in the “Risk Factors” section of the Fund prospectus. Forward-looking statements in this material speak only as of the date on which such statements were made, and the Fund undertakes no obligation to update any such statements that may become untrue because of subsequent events. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED ANY OFFERING OF TP FLEXIBLE INCOME FUND, INC. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.