Triton Pacific Investment Corporation A Private Equity Business Development Company

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1 Triton Pacific Investment Corporation A Private Equity Business Development Company

2 Disclaimers and Risk Disclosure This is not an offer to sell nor a solicitation of an offer to buy the securities described herein. An offering is made only by the prospectus. This sales and advertising literature must be read in conjunction with the prospectus in order to fully understand all of the implications and risks of the offering of securities to which the prospectus relates. A copy of the prospectus must be made available to you in connection with this offering and no offering is made except by a prospectus. Neither the Securities Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. An investment in Triton Pacific Investment Corporation ( TPIC ) is considered speculative and involves significant risks. It is not intended for every investor or as a complete investment program. You should read the Risk Factors and Potential Conflicts of Interest section of the Prospectus for a discussion of material risks that you should consider before you invest. Some of the risks discussed in the Prospectus include the following: Highly competitive market Shares are not listed on a public exchange Inherent risks of private entrepreneurial companies including: Greater vulnerability Greater volatility Limited financial resources Greater reliance on management Less public transparency TPIC is recommended as a part of a balanced portfolio strategy, and not a stand alone investment. Diversification does not ensure a profit, nor protect against loss in a declining market. 2

3 The Business Development Company Created by Congress in 1980 as a result of a perceived crisis in the capital markets in the 1970 s. Uses the same regulatory framework as mutual funds. Facilitates and increases the flow of investment capital into private companies. Opened up private equity investment to a broader base of investors, increasing diversity of available investment vehicles. Typically structured as a Regulated Investment Company (RIC) for reduced tax burden to the investors. 3

4 Existing BDC Market Publicly Traded Market ~$30+ Billion Market Cap ~42 Companies $55 Million to > $5.0 Billion Market Cap Subject to Share price fluctuations and NAV rules for issuing new shares Public, Non-Traded BDCs Total Equity Offerings: ~$18+ Billion 10 Companies (3 more in registration) NAV Based Share Price Offering Sources: 4

5 BDC Investment Objectives Income Enhanced Income Growth and Income For Broker-Dealer Use Only Not for Investor Use Bona Fide Due Diligence Efforts Only 5

6 Why Add Alternative Investments? Though it may seem counter-intuitive, the addition of a high-risk asset to your portfolio may reduce your total portfolio risk if the high-risk asset has a low correlation with your other investment assets. In this way, you can lower your portfolio risk while at the same time increasing your potential return. -- Professor Roger Ibbotson, Yale University, Chairman and Founder of Ibbotson Associates 6

Performance of Private Equity 1 25% 20% 17.7% 20.2% 18.8% 15% 10% 14.3% 8.7% 7.8% 11.9% 8.0% 14.0% 13.8% 9.8% 9.7% 9.8% 9.9% 5% 4.4% 0% 5 year 10 year 15 year 20 year 25 year Cambridge Associates U.S.

7 Performance of Private Equity 1 25% 20% 17.7% 20.2% 18.8% 15% 10% 14.3% 8.7% 7.8% 11.9% 8.0% 14.0% 13.8% 9.8% 9.7% 9.8% 9.9% 5% 4.4% 0% 5 year 10 year 15 year 20 year 25 year Cambridge Associates U.S. Private Equity Russell 2000 Composite S&P 500 Source: 1 U.S. Private Equity 2014 Q2 Past performance does not guarantee future results. Results may vary in an individual s portfolio. 7

8 The Evolution of the Endowment Model Major Ivy League Endowment in 1980 s Same Ivy League Endowment Allocation in Other Cash Higher Returns Real Estate Cash Absolute Return Absolute Return Stocks Bonds Lower Volatility Private Equity Private Equity Domestic Equities Foreign Equities Real Estate Natural Resources Fixed Income 1 Source: Yale Endowment Report Past performance does not guarantee future results. Results may vary in an individual s portfolio. 8

Inefficiency Creates Opportunity Companies 100,000 A Larger Universe of Potential Investments 170,000+ 75,000 50,000 16,000+ Institutional Investors Potential Targets 25,000 0

headquartered in the U.S. Source: http://www.pegcc.org/education/pe-by-the-numbers/ 2 U.S. Companies with at least $10 million in revenue. Dun & Bradstreet, Industry estimates.

9 Inefficiency Creates Opportunity Companies 100,000 A Larger Universe of Potential Investments 170, ,000 50,000 16,000+ Institutional Investors Potential Targets 25,000 0 Institutional Investors 4 5,000+ Public Companies 3 3,300 11,000+ Private Equity Private Firms 1 Companies PE Backed Companies US Public Markets Private Companies 2 1 Private Equity firms headquartered in the U.S. Source: 2 U.S. Companies with at least $10 million in revenue. Dun & Bradstreet, Industry estimates Investment Company Institute and Strategic Insight Simfund ICI Investment Company Fact Book 9

10 Triton Pacific Investment Corporation Triton Pacific Investment Corporation ( TPIC ) targets superior risk adjusted returns primarily through: Negotiated private equity and debt investments in entrepreneurial private companies. Senior secured and second lien floating rate bank loans and bonds. Triton Pacific Group has been providing access to private equity for high net worth investors since Four successful funds raised in the Independent Advisor community since Deployed $130+ million of equity into companies with an enterprise value in excess of $500 million. TPIC represents a unique and differentiated BDC strategy 1 : Potential for higher overall returns through a balanced portfolio including lower middle market buyouts, structured equity/debt, mezzanine investments and senior secured and second lien bank loans and bonds. Provide investors potentially greater portfolio diversification through allocation to private company investments and unique institutional fixed income opportunities. 1 There is no guarantee these objectives will be achieved. Past performance does not guarantee future results. 10

11 Offering Summary Strategy: Investment Objective: External Adviser: Broker Dealer: Offering Size: Investor Minimum: Suitability 1 : Equity Focused BDC Core Buyout Structured Equity/Debt Senior Floating Rate Debt Growth & Income Triton Pacific Advisor Experienced Private Equity Sponsor Four Prior BD Funds Experienced Fixed Income Manager Triton Pacific Securities, LLC $300 Million $5,000 $70k Income/ $70k Net Worth or $250k Net Worth 1 Some States may have different/ higher standards than defined here. 11

Triton An Alternative Pacific Investment Approach to

Pacific's Approach 1 Other Senior Secured Buyout

Private Debt Income Oriented Little to No Capital

Private Equity & Senior Secured Debt Growth & Income

Offers Enhanced Diversification Potential 1 There is no

12 Triton An Alternative Pacific Investment Approach to Corporation Growth and Income Many Other BDCs Triton Pacific's Approach 1 Other Senior Secured Buyout Structured Equity/Debt Senior Secured Debt Primarily Private Debt Income Oriented Little to No Capital Appreciation Limited Asset Class Diversification Blends Private Equity & Senior Secured Debt Growth & Income Oriented Potential for Meaningful Capital Appreciation Offers Enhanced Diversification Potential 1 There is no guarantee these objectives will be achieved. Past performance does not guarantee future results. 12

13 Defining the Capital Stack Senior Debt Mezzanine Debt Preferred Equity Common Equity 13

14 Return (target IRR) Portfolio Construction Aligned with Investment Strategy 20+% Buyout Transactions Structured Debt/Equity Mezzanine Debt Investments Senior Debt 6+% Lower Risk Higher For Broker-Dealer Use Only Not for Investor Use Bona Fide Due Diligence Efforts Only 14

Buyout/Structured Equity Investments Overview TPIC s Core Private Equity investment strategy is focused on buyout transactions of successful entrepreneurial private companies.

15 Buyout/Structured Equity Investments Overview TPIC s Core Private Equity investment strategy is focused on buyout transactions of successful entrepreneurial private companies. TPIC will have control or meaningful influence on the company, allowing the advisor to guide the company Triton Pacific Advisor uses a unique Value Enhancement Program ( VEP ) to create additional value in its investments. Sample Terms Company Values of $25-$200 million Purchase multiples of 5-8x adjusted EBITDA Focus on quality of earnings Senior Debt Mezzanine Debt Preferred Equity Common Equity 15

Refined analytical screening process with rigorous focus on underwriting the borrower and private equity sponsor, when applicable.

16 Mezzanine Debt Investments Overview TPIC invests in first/second lien loans often paired with equity co-investments into entrepreneurial companies. Refined analytical screening process with rigorous focus on underwriting the borrower and private equity sponsor, when applicable. Active portfolio monitoring - systematic process for managing challenged investments Senior Debt Sample Terms Cash Interest: 10%-12% Accrued Interest: 2%-4% Equity Participation (i.e. warrants): 2%-5% Mezzanine Debt Preferred Equity Common Equity 16

Corporate Debt Investment Strategy Overview To provide liquidity and consistent yield, TPIC has established a sub-advisory relationship with ZAIS

Defensive characteristics (senior, secured, floating rate, restrictive covenants) Focused on liquid segment of the market (issuance size, broadly

17 Corporate Debt Investment Strategy Overview To provide liquidity and consistent yield, TPIC has established a sub-advisory relationship with ZAIS Group, an experienced Bank Loan Manager to invest in senior secured loans, second lien secured loans. Defensive characteristics (senior, secured, floating rate, restrictive covenants) Focused on liquid segment of the market (issuance size, broadly syndicated) Active Trading Strategy Leverageable (attractive spreads) Senior Debt Mezzanine Debt Targeted Returns Current Yield: 5%-8% Capital Gain potential of 2%-3% Preferred Equity Common Equity 17

18 TPA s Sub-Advisor ZAIS Group, LLC Team Founded Employees Platform $5.2B AUM Products Ranked top quintile in Barron s 100 Hedge Funds in 2011, 2012 & 2013 ZAIS Opportunity Fund, #1 ranked hedge fund 2011, 2012 Infrastructure Offices in U.S., U.K., & Shanghai 18

19 Criteria for TPIC S Investments Defensible Market Position Security Risk/Reward Analysis Experienced Management Team Scalable Business Model Potential for Growth Profitable and Sustainable Revenue For Broker-Dealer Use Only Not for Investor Use Bona Fide Due Diligence Efforts Only 19

20 Representative Investment Portfolio Consumer Software Behavioral Health Industry Healthcare Provider Specialty Finance Business Services For Broker-Dealer Use Only Not for Investor Use Bona Fide Due Diligence Efforts Only 20

21 Portfolio Allocation Buyouts/Structured Equity Portfolio Strategy Mezzanine Debt Senior Debt 21

22 Potential Exit Strategies 1 Quarterly Redemption Orderly Liquidation Merger With Public Company Listed on a Public Exchange 1 For More Information regarding potential exit strategies, please see the prospectus. For Broker-Dealer Use Only Not for Investor Use Bona Fide Due Diligence Efforts Only 22

23 Why Invest in TPIC? Experienced Private Equity Advisor Currently managing four active private equity funds Infrastructure, personnel, and resources in place to execute TPIC s strategy Demonstrated track record of providing access to individual investors Differentiated Strategy Core buyout/structured equity Mezzanine debt Enhanced yield through experienced Bank Loan Manager Unique Asset Class Well-known institutional investment strategy More opportunity for adviser to add value Ability to invest throughout the capital structure to align risk and return 23

24 Risk Factors An investment in our common stock involves a high degree of risk and may be considered speculative. You should carefully consider the information found in Risk Factors in our prospectus before deciding to invest in shares of our common stock. The following are some of the risks an investment in us involves: We are a new company and have a no operating history and are therefore subject to the business risks and uncertainties associated with any new business, including the risk that we will not achieve our investment objectives. Triton Pacific Adviser, LLC ( TPA ), our investment advisor, has not previously managed a business development company or a regulated investment company ( RIC ). Therefore, TPA may not be able to successfully operate our business or achieve our investment objectives. Economic activity in the United States was impacted by the global financial crisis of 2008 and has yet to fully recover. These conditions may make it more difficult for us to achieve our investment objectives. Because there is no public trading market for shares of our common stock and we are not obligated to effectuate a liquidity event by a specific date, it will be difficult for you to sell or otherwise liquidate your shares. The amount of any distributions we may make is uncertain. Our distributions proceeds may exceed our net investment income, particularly during the period before we have substantially invested the net proceeds from our public offering. Therefore, portions of the distributions that we make may represent a return of capital to you for tax purposes. We have elected to be treated as a RIC for federal income tax purposes. Failure to maintain our qualification as a RIC would subject us to federal income tax on all of our income, which would have a material adverse effect on our financial performance. As a result of the annual distribution requirement to maintain our qualification as a RIC, we will likely need to continually raise cash or make borrowings to fund new investments. At times, these sources of funding may not be available to us on acceptable terms, if at all. We are subject to financial market risks, including changes in interest rates, which may have a substantial negative impact on our investments. An investment strategy focused on primarily on privately-held companies presents certain challenges, including the lack of available information about these companies. A significant portion of our portfolio will be recorded at fair market value as determined in good faith by our board of directors and, as a result, there is uncertainty as to the value of our portfolio. We invest primarily in mezzanine debt and equity buyouts of privately held companies. These involve a heightened risk due to a number of factors including: greater vulnerability, greater volatility, limited financial resources, greater reliance on management, and less public transparency. We may borrow funds to make investments. Leverage increases the volatility of investments. Moreover, our management fees will be higher than if we did not use leverage, whether or not the leveraged investments are ultimately successful. This is a best efforts offering and if we are unable to raise substantial funds then we will be more limited in the number and type of investments we may make. The potential for TPA to earn incentive fees under the investment advisory and administrative services agreement may create an incentive for it to enter into investments that are riskier or more speculative than would otherwise be in our best interests. TPA and its affiliates face conflicts of interest as a result of compensation arrangements, time constraints and competition for investments, which they will attempt to resolve in a fair and equitable manner, but which may result in actions that are not in your best interest. The purchase price at which you purchase shares will be determined at each quarterly closing date. As a result, your purchase price may be higher than the prior closing price per share, and therefore you may receive a smaller number of shares than if you had subscribed at the prior quarterly closing price. In the event of a decline in our net asset value, the board of directors may elect not to reduce our net offering price per share. As a result, your purchase price may be materially higher than the company s current new asset value per share. Diversification does not assure a profit or protect against loss in a declining market. This is not an offer to sell nor a solicitation of an offer to buy the securities described herein. An offering is made only by the prospectus. This sales and advertising literature must be read in conjunction with the prospectus in order to fully understand all of the implications and risks of the offering of securities to which the prospectus relates. A copy of the prospectus must be made available to you in connection with this offering. 24

25 Appendix A For Broker-Dealer Use Only Not for Investor Use Bona Fide Due Diligence Efforts Only 25

26 Investment Terms for TPIC Minimum Investment $5,000 per individual investment; $500 increments thereafter. Suitability Net Worth of at least $70,000 and annual income of $70,000 or Net Worth of at least $250,000 1 Price per Share Initial Offering Price of $15.00 per share Registered Offering Size 20,000,000 shares Distribution Payment Schedule Quarterly cash distribution; special cash or stock distributions; All subject to approval by Board of Directors Paths to Liquidity Quarterly Liquidity via Redemption; Exit Strategy 5-7 years from close of offering via listing, merger or orderly liquidation of the portfolio 1 Some states may have higher suitability requirements. 26

Capital Markets Team WY Managing Director - National Sales Manager Brad Blazar Email: bblazar@tritonpacificsecurities.

27 Capital Markets Team WY Managing Director - National Sales Manager Brad Blazar bblazar@tritonpacificsecurities.com Phone: (713) Contact For Due Diligence & National Account Inquiries Director of National Accounts Cari Spicer cspicer@tritonpacificsecurities.com Phone: (949) Please visit our Video at: Sales Support and Marketing Associate Roberto Ruiz rruiz@tritonpacificsecurities.com Phone:

28 TPIC Fee Schedule Sales Load to Dealer Manager 10.00% Distribution Reinvestment Plan Fees 0.00% Advisor Fees Base Management Fees 2.00% Income Incentive Fees Capital Gain Incentive Fee Waived 20% of Realized Net Gain For Broker-Dealer Use Only Not for Investor Use Bona Fide Due Diligence Efforts Only 28

29 Key Governance Considerations Independent Directors: Ronald W. Ruther: Mr. Ruther has been a business advisor to small businesses, their owners and a coach to their CEOs in over 15 different industries for over 20 years. During this period, he has served on many Boards of Directors for privately owned companies with annual sales ranging from $10 million to over $150 million. As a Director, Mr. Ruther has served as Chairman of Governance, Audit and Compensation Committees. Prior to this, Mr. Ruther was with Arthur Andersen & Co. for 32 years and took early retirement in Marshall Goldberg: Mr. Goldberg, served in various capacities in a thirty year career with Prudential Financial Services, Inc. As Corporate Vice President for Agent Training and Manpower Development, he was responsible for agency training for the company's 35,000 person field force. Mr. Goldberg participated as a lead principal in the development and introduction of its Universal Life insurance product which soon became the dominant variable life contract in the insurance industry. As a Regional Marketing Vice President, he headed several sales organizations staffed by thousands of agents and field staff. As Senior Vice President of the Prudential Home Mortgage Company, he led a national sales and production organization and served on the risk management and enterprise management committees. William Pruitt: Mr. Pruitt is the general manager of Pruitt Enterprises, LP and president of Pruitt Ventures, Inc. Previously, Mr. Pruitt served as the managing partner for the Florida, Caribbean and Venezuela operations of the independent auditing firm of Arthur Andersen, LLP. Mr. Pruitt has been an independent board member of multiple boards, including Swisher Hygiene, Inc., NV5, Inc., MAKO Surgical Corp., and PBSJ Corporation. Event Independent Board Full Board Adviser Contract Renewal Audit Committee Conflict of Interest Resolution Valuation Committee Chief Compliance Officer Reporting Investment Guidelines For Broker-Dealer Use Only Not for Investor Use Bona Fide Due Diligence Efforts Only 29

Resource Credit Income Fund (the Fund )

Resource Credit Income Fund (the Fund ) Supplement No. 2 dated December 3, 2018 to the Prospectus dated February 1, 2018, as supplemented July 2, 2018 (the Prospectus ) Effec ve December 3, 2018: 1. In