0000897101-19-000307 Sample Contracts

ADMINISTRATION AGREEMENT
Administration Agreement • April 1st, 2019 • TP Flexible Income Fund, Inc. • New York

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”).

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TP Flexible Income Fund, Inc., Los Angeles, California 90045 Re: Dealer Manager Agreement Ladies and Gentlemen:
Dealer Manager Agreement • April 1st, 2019 • TP Flexible Income Fund, Inc. • New York

TP Flexible Income Fund, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) shares of its Class A common stock, $0.001 par value per share (the “Common Stock”), to be issued and sold to the public on a “best efforts” basis (the “Offered Shares”) through you as the managing dealer (the “Dealer Manager”) and the broker-dealers participating in the offering (the “Participating Dealers”). The Offered Shares will be sold at the initial offering prices, which may be subject to change, as more fully described in its registration statement on Form N-2 filed by the Company with the Securities and Exchange Commission (the “Commission”) (currently File No. 333-206730 and including any subsequent registration statement to the extent that it continues the Offering) (as may be amended or supplemented from time to time, the “Registration Statement”), which includes the Company’s prospectus, as amended or supplemented from time to time. Terms not otherwise de

Expense Limitation Agreement
Expense Limitation Agreement • April 1st, 2019 • TP Flexible Income Fund, Inc. • New York

This Expense Limitation Agreement (the “Agreement”) is entered into this 31st day of March, 2019, by and between TP Flexible Income Fund, Inc. (the “Fund”) and Prospect Flexible Income Management, LLC (the “Adviser”).

INVESTMENT ADVISORY AGREEMENT BETWEEN TP FLEXIBLE INCOME FUND, INC. AND PROSPECT FLEXIBLE INCOME MANAGEMENT, LLC
Investment Advisory Agreement • April 1st, 2019 • TP Flexible Income Fund, Inc. • New York

Agreement made this 31st day of March, 2019, by and between TP Flexible Income Fund, Inc., a Maryland corporation (the “Corporation”), and Prospect Flexible Income Management, LLC, a Delaware limited liability company (the “Adviser”).

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