Table of Contents


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2017

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transitionquarterly period from toended December 31, 2021

OR
o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 814-00908

Triton Pacific Investment Corporation, Inc.

PROSPECT SUSTAINABLE INCOME FUND, INC.
(Exact name of registrantRegistrant as specified in its charter)

Maryland45-2460782
Maryland45-2460782
(State or other jurisdiction of(I.R.S. Employer

incorporation or organization)
(I.R.S. Employer Identification No.)
10 East 40th Street, 42nd Floor
New York, NY
10016
(Address of principal executive offices)(Zip Code)

6701 Center Drive West, Suite 1450  

Los Angeles, CA 90045

(Address of principal executive offices)

(310) 943-4990

(Registrant’s telephone number, including area code)code:

(212) 448-0702

Prospect Flexible Income Fund, Inc.
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone
Indicate by check mark whether the registrantRegistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  x No

o

Indicate by check mark whether the registrantRegistrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No

o

Indicate by check mark whether the registrantRegistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,”filer”, “accelerated filer”, “smaller reporting company”, and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated fileroAccelerated filer
o
Non-accelerated filer☒       (Do not check if a smaller reporting company)xSmaller reporting companyo
Emerging growth companyo

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrantRegistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No

Asx

The number of November 14, 2017, the Registrant had 1,369,940.31 shares of Class A common stock,the issuer’s Common Stock, $0.001 par value outstanding.

per share, outstanding as of February 7, 2022 was 2,372,865.



PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
TABLE OF CONTENTS

Part I—Financial Information3
Page
PART IFINANCIAL INFORMATION
3
27
45
PART IIOTHER INFORMATION
46
Part II—Other Information46
46
46
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.Proceeds46
46
46
46
47
48

2



Forward-Looking Statements
Some of Contents

the statements in this quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or our performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, but not limited to, statements as to:                                    

Part I—our future operating results;
our business prospects and the prospects of our portfolio companies;
the impact of investments that we expect to make;
our contractual arrangements and relationships with third parties;
the dependence of our future success on the general economy and its impact on the industries in which we invest;
the impact of global health epidemics, including, but not limited to, the recent and ongoing novel coronavirus pandemic, on our and our portfolio companies’ business and the global economy;
uncertainty surrounding the financial stability of the United States, Europe, and China;
the ability of our portfolio companies to achieve their objectives;
difficulty in obtaining financing or raising capital, especially in the current credit and equity environment, and the impact of a protracted decline in the liquidity of credit markets on our and our portfolio companies’ business;
the level and volatility of prevailing interest rates and credit spreads, magnified by the current turmoil in the credit markets;
the impact of changes in the London Interbank Offered Rate (“LIBOR”), the cessation of publication of certain LIBOR rates as of December 31, 2021 and in the future and the new use of the Secured Overnight Financing Rate ("SOFR") on our operating results;
adverse developments in the availability of desirable loan and investment opportunities whether they are due to competition, regulation or otherwise;
a compression of the yield on our investments and the cost of our liabilities, as well as the level of leverage available to us;
our regulatory structure and tax treatment, including our ability to operate as a business development company and a regulated investment company;
the adequacy of our cash resources and working capital;
the timing of cash flows, if any, from the operations of our portfolio companies;
the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments;
authoritative generally accepted accounting principles or policy changes from such standard-setting bodies as the Financial InformationAccounting Standards Board, the Securities and Exchange Commission, Internal Revenue Service, and other authorities that we are subject to, as well as their counterparts in any foreign jurisdictions where we might do business; and

any of the other risks, uncertainties and other factors we identify in this quarterly report on Form 10-Q.
Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions. The forward looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties and undue reliance should not be placed on them. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this quarterly report on Form 10-Q, our annual report on Form 10-K and our other SEC filings.
We have based the forward-looking statements included in this report on information available to us on the date of this quarterly report on Form 10-Q, and we assume no obligation to update any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K.


1




PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
PART I
Item 1:Financial Statements

Triton Pacific Investment Corporation, Inc.

CONSOLIDATED StatementS of

Item 1. Financial Position

  September 30,    
  2017  December 31, 
  (unaudited)  2016 
ASSETS      
       
Affiliate Investments, at fair value (amortized cost - $1,916,389 and $1,896,901, respectively) $509,993  $1,875,202 
Non-affiliate Investments, at fair value (amortized cost - $11,017,651 and $8,705,606, respectively)  10,975,686   8,728,971 
Cash  5,874,634   3,788,901 
Principal and interest receivable  26,606   19,305 
Prepaid expenses  67,855   46,052 
Reimbursement due from Adviser (see Note 4)  330,587   106,583 
         
TOTAL ASSETS $17,785,361  $14,565,014 
    
LIABILITIES AND NET ASSETS        
         
LIABILITIES        
Payable for investments purchased $1,237,500  $1,061,625 
Accounts payable and accrued liabilities  340,248   225,000 
Stockholder distributions payable     16,574 
Due to related parties (see Note 4)  1,239   33,113 
TOTAL LIABILITIES  1,578,987   1,336,312 
         
COMMITMENTS AND CONTINGENCIES(see Note 9)        
         
NET ASSETS        
Common stock, $0.001 par value, 75,000,000 shares authorized, 1,338,115.18 and 976,407.17 shares issued and outstanding respectively  1,338   976 
Capital in excess of par value  18,070,020   13,255,764 
Accumulated undistributed net realized gains  14,444   21,925 
Accumulated overdistributed net investment income  (431,069)  (51,629)
Accumulated unrealized appreciation (depreciation) on investments  (1,448,359)  1,666 
TOTAL NET ASSETS  16,206,374   13,228,702 
         
TOTAL LIABILITIES AND NET ASSETS $17,785,361  $14,565,014 
         
Net asset value per share of common stock at period end $12.11  $13.55 

The accompanying notes are an integral part of these statements.Statements


3

Table of Contents

AssetsDecember 31, 2021June 30, 2021
Investments at fair value:(unaudited)(audited)
Non-control/non-affiliate investments (amortized cost of $38,328,865 and $38,086,490, respectively)$37,672,621 $37,842,310 
Total investments37,672,621 37,842,310 
Cash4,707,874 3,139,929 
Deferred financing costs (Note 10)433,741 463,376 
Prepaid expenses and other assets237,176 386,196 
Interest receivable135,896 68,750 
Receivable for repayments of portfolio investments3,125 9,590 
Total Assets$43,190,433 $41,910,151 
Liabilities
Revolving Credit Facility (Note 10)$21,000,000 $21,000,000 
Payable for investments purchased2,000,000 — 
Due to Administrator (Note 4)327,709 378,320 
Accrued audit fees157,147 160,000 
Distributions payable132,137 124,046 
Accrued expenses50,272 91,871 
Interest payable55,974 54,451 
Accrued legal fees43,495 72,185 
Due to Affiliates (Note 4)13,990 37,248 
Due to PFIM (Note 4)— 44,223 
Total Liabilities$23,780,724 $21,962,344 
Commitments and Contingencies (Note 9)— — 
Net Assets$19,409,709 $19,947,807 
Components of Net Assets
Common Stock, par value $0.001 per share (75,000,000 shares authorized; 2,382,101 and 2,386,057 shares issued and outstanding, respectively) (Note 3)$2,383 $2,386 
Paid-in capital in excess of par (Note 3)24,188,615 25,000,327 
Total distributable earnings (loss) (Note 6)(4,781,289)(5,054,906)
Net Assets$19,409,709 $19,947,807 
Net Asset Value Per Share (Note 11)$8.15 $8.36 
Triton Pacific Investment Corporation, Inc.

See notes to consolidated financial statements.

2

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
CONSOLIDATED Statements of OperationsSTATEMENTS OF OPERATIONS
(unaudited)

Three Months Ended December 31,Six Months Ended December 31,
2021202020212020
Investment Income
Interest income from non-control/non-affiliate investments$552,003 $548,536 $1,297,396 $1,114,461 
Interest income from structured credit securities207,776 322,559 457,927 604,679 
Total Investment Income759,779 871,095 1,755,323 1,719,140 
Operating Expenses
Base management fees (Note 4)184,999 184,345 367,197 367,731 
Administrator Costs (Note 4)153,885 249,280 323,082 474,273 
Interest expense and credit facility expenses (Note 10)141,686 144,803 284,071 291,451 
Audit and tax expense80,147 144,050 164,225 216,850 
Transfer agent’s fees and expenses41,168 37,441 84,814 72,455 
Insurance expense43,104 43,104 86,317 86,208 
Valuation services751 30,488 34,617 63,116 
General and administrative1,646 44,233 25,778 85,456 
Amortization of offering costs45,366 128,585 50,673 276,328 
Legal expense34,835 68,269 37,981 140,686 
Total Operating Expenses727,587 1,074,598 1,458,755 2,074,554 
Expense limitation payment (Note 4)(184,999)— (367,197)(183,386)
Total Net Operating Expenses542,588 1,074,598 1,091,558 1,891,168 
Net Investment Income (Loss)217,191 (203,503)663,765 (172,028)
Net Realized and Net Change in Unrealized (Losses) Gains on Investments
Net realized gains (losses):
Non-control/non-affiliate investments— — — 11,050 
Net realized gains (losses)— — — 11,050 
Net change in unrealized (losses) gains:
Affiliate investments— 127,086 — 208,012 
Non-control/non-affiliate investments(113,341)1,088,250 (412,064)1,471,907 
Net change in unrealized (losses) gains(113,341)1,215,336 (412,064)1,679,919 
Net Realized and Net Change in Unrealized (Losses) Gains on Investments(113,341)1,215,336 (412,064)1,690,969 
Net Increase (Decrease) in Net Assets Resulting from Operations$103,850 $1,011,833 $251,701 $1,518,941 
Net increase (decrease) in net assets resulting from operations per share (Note 11)(1)
$0.04 $0.42 $0.11 $0.64 
Distributions declared per share$0.16 $0.17 $0.32 $0.31 
(1) For the three months ended December 31, 2021 and 2020, the weighted average common shares outstanding were 2,383,928 and 2,385,301, respectively.For the six months ended December 31, 2021 and 2020, the weighted average common shares outstanding were 2,384,784 and 2,373,291, respectively.
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(Unaudited)

  Three months ended  Nine months ended 
  September 30,  September 30, 
  2017  2016  2017  2016 
INVESTMENT INCOME                
Interest from affiliate investments $  $9,540  $19,488  $27,994 
Interest from non-control/ non-affiliate investments  198,075   104,933   536,481   264,444 
Fee income from non-control/ non-affiliate investments  29,413   186   40,697   435 
                 
Total investment income  227,488   114,659   596,666   292,873 
                 
OPERATING EXPENSES                
Management fees  83,459   60,625   246,154   156,957 
Capital gains incentive fees (see Notes 2 and 4)     11,265   (334)  31,609 
Administrator expense  70,495   78,840   213,473   242,332 
Professional fees  99,062   33,694   214,914   105,259 
Insurance expense  17,779   19,142   57,251   46,763 
Other operating expenses  13,095   9,272   23,168   15,189 
                 
Total operating expenses  283,890   212,838   754,626   598,109 
                 
Expense reimbursement and management fee offsets from Adviser     (201,573)  (80,847)  (566,501)
                 
Net expenses  283,890   11,265   673,779   31,608 
                 
Net investment (loss)/ income  (56,402)  103,394   (77,113)  261,265 
                 
REALIZED AND UNREALIZED GAIN/(LOSS)                
Net realized gain on non-affiliated investments  26,569      91,134   (1,167)
Net increase (decrease) in unrealized appreciation on affiliate investments  (88,923)     (1,350,763)  53,879 
Net (decrease)/ increase in unrealized (depreciation)/ appreciation on non-control/ non-affiliate investments  (42,474)  56,324   (99,262)  104,167 
                 
Total net realized and unrealized gain (loss) on investments  (104,828)  56,324   (1,358,891)  156,879 
                 
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $(161,230) $159,718  $(1,436,004) $418,144 
                 
PER SHARE INFORMATION - Basic and Diluted                
Net increase (decrease) in net assets resulting from operations per share $(0.13) $0.19  $(1.26) $0.57 
                 
Weighted average common shares outstanding - basic and diluted  1,266,225   827,457   1,143,880   731,866 

The accompanying

See notes are an integral part of theseto consolidated financial statements.

4

3

Table of Contents

Triton Pacific Investment Corporation, Inc.


PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
CONSOLIDATED StatementS ofSTATEMENTS OF CHANGES IN NET ASSETS
(unaudited)

NINE MONTHS ended SEPTEMBER 30, 2017 AND 2016

Common Stock
For the Three Months Ended December 31, 2021SharesParPaid-in Capital in
Excess of Par
Distributable
Earnings
(Loss)
Net Assets
Balance as of September 30, 20212,385,760 $2,386 $24,816,684 $(5,110,845)$19,708,225 
Net increase in net assets resulting from operations
Net investment income (loss)— — — 217,191 217,191 
Net change in unrealized (losses) gains on investments— — — (113,341)(113,341)
Distributions to Shareholders (Note 5)(1)
Distributions from earnings— — — (93,141)(93,141)
Return of capital distributions— — (279,645)— (279,645)
Capital Transactions
Shares issued through reinvestment of distributions (Note 3)20,627 21 170,520 — 170,541 
Repurchase of common shares (Note 3)(24,286)(24)(200,097)— (200,121)
Tax Reclassification of Net Assets (Note 6)— — (318,847)318,847 — 
Total Increase (Decrease) for the three months ended December 31, 2021(3,659)(3)(628,069)329,556 (298,516)
Balance as of December 31, 20212,382,101 $2,383 $24,188,615 $(4,781,289)$19,409,709 
Common Stock
For the Three Months Ended December 31, 2020SharesParPaid-in Capital in
Excess of Par
Distributable
Earnings
(Loss)
Total Net Assets
Balance as of September 30, 20202,384,793 $2,385 $26,970,191 $(7,088,874)$19,883,702 
Net decrease in net assets resulting from operations
Net investment income (loss)— — — (203,503)(203,503)
Net change in unrealized gains (losses) on investments— — — 1,215,336 1,215,336 
Distributions to Shareholders (Note 5)(1)
Distributions from earnings— — — 49,157 49,157 
Return of capital distributions— — (438,000)— (438,000)
Capital Transactions
Shares issued3,318 29,997 — 30,000 
Commissions and fees on shares sold— — (1,803)— (1,803)
Shares issued through reinvestment of distributions23,548 24 200,333 — 200,357 
Repurchase of common shares(26,986)(27)(229,086)— (229,113)
Tax Reclassification of Net Assets (Note 6)— — (579,507)579,507 — 
Total Increase (Decrease) for the three months ended December 31, 2020(120)— (1,018,066)1,640,497 622,431 
Balance as of December 31, 20202,384,673 $2,385 $25,952,125 $(5,448,377)$20,506,133 
(1) Certain reclassifications have been made in the presentation of prior year or quarter amounts to conform to the presentation for the current fiscal year or quarter. In addition, we have not yet finalized return of capital estimates for the current period. See Note 2 and 6 within the accompanying notes to the consolidated financial statements for further discussion.
(Unaudited)

  Nine months ended 
  September 30, 
  2017  2016 
Operations        
Net investment income (loss) $(77,113) $261,264 
Net realized gain (loss) on investments  91,134   (1,167)
Net increase (decrease) in unrealized appreciation (depreciation) on investments  (1,450,025)  158,046 
Net increase (decrease) in net assets resulting from operations  (1,436,004)  418,143 
Stockholder distributions (see Note 5)        
Distributions from net investment income  (341,207)  (285,469)
Distributions from net realized gain on investments  (59,732)   
Net decrease in net assets resulting from stockholder distributions  (400,939)  (285,469)
Capital share transactions        
Issuance of common stock (see Note 3)  4,817,586   4,670,733 
Reinvestment of stockholder distributions (see Note 3)  214,336   155,067 
Repurchase of shares of common stock  (217,307)  (117,060)
Net increase in net assets resulting from capital share transactions  4,814,615   4,708,740 
         
Total increase in net assets  2,977,672   4,841,414 
Net assets at beginning of period  13,228,702   7,326,653 
Net assets at end of period $16,206,374  $12,168,067 
Accumulated overdistributed net investment income $(431,069) $(50,571)
Accumulated undistributed net realized gains $14,444  $1,025 

The accompanying

See notes are an integral part of theseto consolidated financial statements.


Table of Contents

Triton Pacific Investment Corporation, Inc.











4

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
CONSOLIDATED Statements ofSTATEMENTS OF CHANGES IN NET ASSETS
(unaudited)

Common Stock
For the Six Months Ended December 31, 2021SharesParPaid-in Capital in
Excess of Par
Distributable
Earnings
(Loss)
Net Assets
Balance as of June 30, 20212,386,057 $2,386 $25,000,327 $(5,054,906)$19,947,807 
Net increase in net assets resulting from operations
Net investment income (loss)— — — 663,765 663,765 
Net change in unrealized (losses) gains on investments— — — (412,064)(412,064)
Distributions to Shareholders (Note 5)(1)
Distributions from earnings— — — (296,931)(296,931)
Return of capital distributions— — (462,038)— (462,038)
Capital Transactions
Shares issued through reinvestment of distributions (Note 3)44,411 45 369,841 — 369,886 
Repurchase of common shares (Note 3)(48,367)(48)(400,668)— (400,716)
Tax Reclassification of Net Assets (Note 6)— — (318,847)318,847 — 
Total Increase (Decrease) for the six months ended December 31, 2021(3,956)(3)(811,712)273,617 (538,098)
Balance as of December 31, 20212,382,101 $2,383 $24,188,615 $(4,781,289)$19,409,709 
(1) Certain reclassifications have been made in the presentation of prior year and prior quarter amounts to conform to the presentation for the current fiscal year. In addition, we have not yet finalized return of capital estimates for the current period. See Note 2 and 6 within the accompanying notes to the consolidated financial statements for further discussion.
Common Stock
For the Six Months Ended December 31, 2020SharesParPaid-in Capital in
Excess of Par
Distributable
Earnings
(Loss)
Total Net Assets
Balance as of June 30, 20202,363,011 $2,363 $27,133,944 $(7,577,907)$19,558,400 
Net decrease in net assets resulting from operations
Net investment income (loss)— — — (172,028)(172,028)
Net realized gains (losses) on investments— — — 11,050 11,050 
Net change in unrealized gains (losses) on investments— — — 1,679,919 1,679,919 
Distributions to Shareholders (Note 5)(1)
Distributions from earnings— — — 30,720 30,720 
Return of capital distributions— — (789,166)— (789,166)
Capital Transactions
Shares issued31,133 31 280,969 — 281,000 
Commissions and fees on shares sold— — (16,862)— (16,862)
Shares issued through reinvestment of distributions46,301 47 389,654 — 389,701 
Repurchase of common shares(55,772)(56)(466,545)— (466,601)
Tax Reclassification of Net Assets (Note 6)— — (579,869)579,869 — 
Total Increase (Decrease) for the six months ended December 31, 202021,662 22 (1,181,819)2,129,530 947,733 
Balance as of December 31, 20202,384,673 $2,385 $25,952,125 $(5,448,377)$20,506,133 
(1) Certain reclassifications have been made in the presentation of prior year and prior quarter amounts to conform to the presentation for the current fiscal year. In addition, we have not yet finalized return of capital estimates for the current period. See Note 2 and 6 within the accompanying notes to the consolidated financial statements for further discussion.


See notes to consolidated financial statements.

5

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(Unaudited)

  Nine months ended 
  September 30, 
  2017  2016 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net (decrease)/ increase in net assets resulting from operations $(1,436,004) $418,143 
Adjustments to reconcile net (decrease)/ increase in net assets resulting from operations to net cash used by operating activities        
Purchases of investments  (6,118,500)  (3,470,750)
Proceeds from sales and repayments of investments  3,921,509   220,384 
Net realized gain (loss) from investments  (91,134)  1,167 
Net increase (decrease) in unrealized appreciation (depreciation) on investments  1,450,025   (158,046)
Accretion of discount  (23,918)  (11,985)
Net increase in paid-in-kind interest  (19,488)  (27,997)
Increases and decreases in assets and liabilities        
Principal and interest receivable  (7,301)  (14,569)
Prepaid expenses  (21,803)  (32,182)
Reimbursement due from Adviser  (224,004)  32,675 
Payable for investments purchased  175,875   336,000 
Accounts payable and accrued liabilities  115,248    
Due to related parties  (31,874)  42,614 
NET CASH USED BY OPERATING ACTIVITIES  (2,311,369)  (2,664,546)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Issuance of common stock  4,817,586   4,670,733 
Payments on repurchases of shares of common stock  (217,307)  (117,060)
Stockholder distributions  (186,603)  (130,403)
Increases in distributions payable  (16,574)  2,705 
NET CASH PROVIDED BY FINANCING ACTIVITIES  4,397,102   4,425,975 
         
NET INCREASE IN CASH  2,085,733   1,761,429 
         
CASH - BEGINNING OF PERIOD $3,788,901  $1,812,341 
         
CASH  - END OF PERIOD $5,874,634  $3,573,770 
         
Supplemental schedule of non-cash investing activities        
Reinvestment of stockholder distributions $214,336  $155,067 

The accompanying

Six Months Ended December 31,
20212020
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations$251,701 $1,518,941 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Amortization of offering costs50,673 276,328 
Purchases of investments(10,236,250)(1,274,290)
Repayments and sales of portfolio investments10,114,598 1,105,458 
Net change in unrealized (gains) losses on investments412,064 (1,679,919)
Net realized losses (gains) on investments— (11,050)
Accretion of purchase discount on investments, net(120,338)(211,784)
Amortization of deferred financing costs29,635 29,635 
Payment-in-kind interest(385)(15,155)
Changes in other assets and liabilities:
(Increase) Decrease in operating assets
Receivable for investments sold— 381,075 
Receivable for repayments of portfolio investments6,465 (48,519)
Interest receivable(67,146)(62,014)
Deferred offering costs (Note 4)(50,673)(185,637)
Prepaid expenses and other assets149,020 28,152 
Increase (Decrease) in operating liabilities
Due to Adviser (Note 4)(44,223)184,345 
Accrued expenses(41,599)65,171 
Accrued legal fees(28,690)43,579 
Accrued audit fees(2,853)(64,550)
Due to Administrator (Note 4)(50,611)126,624 
Payable for investments purchased2,000,000 (690,000)
Due to Affiliates (Note 4)(23,258)10,887 
Interest payable1,523 (2,221)
Net cash provided by (used in) operating activities2,349,653 (474,944)
Cash flows from financing activities:
Gross proceeds from shares issued (Note 3)— 281,000 
Commissions and fees on shares issued— (16,862)
Distributions paid to stockholders(380,992)(359,815)
Repurchase of common shares(400,716)(466,601)
Net cash (used in) provided by financing activities(781,708)(562,278)
Net increase (decrease) in cash1,567,945 (1,037,222)
Cash at beginning of period3,139,929 3,602,662 
Cash at end of period$4,707,874 $2,565,440 
Supplemental disclosures:
Cash paid for interest$252,913 $264,038 
Non-cash financing activities:
Value of shares issued through reinvestment of distributions$369,885 $389,701 
See notes are an integral part of theseto consolidated financial statements.

6

Table of Contents

TRITON PACIFIC INVESTMENT CORPORATION,


PROSPECT FLEXIBLE INCOME FUND, INC.

(NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)

CONSOLIDATED SCHEDULE OF INVESTMENTS

AS OF SEPTEMBERDECEMBER 31, 2021

(unaudited)



December 31, 2021
Portfolio Company /
Security Type
IndustryAcquisition
Date
Coupon/Yield (b)FloorLegal
Maturity
Principal/
Quantity
Amortized Cost (d)Fair Value (c)% of Net Assets
Non-Control/Non-Affiliate Investments (less than 5.00% voting control):
Senior Secured Loans-First Lien(g)(l)(m)
Amerilife Holdings, LLC (i)(k)
Banking, Finance, Insurance & Real Estate2/6/20201ML+4.00% (4.10%)3/18/2027$738,872 $737,836 $738,872 3.81 %
CareerBuilder (i)(k)
Services: Consumer7/27/20173ML+6.75% (7.75%)1.007/31/2023969,272 934,004 811,765 4.18 %
DRI Holding Inc (i)
Media: Broadcasting & Subscription12/16/20213ML+5.25% (5.75%)0.5012/21/20282,000,000 2,000,000 2,000,000 10.30 %
Excelitas Technologies Corporation(i)
High Tech Industries7/21/20213ML+3.50% (4.50%)1.0012/2/2024497,409 497,409 497,409 2.56 %
First Brands, LLC (f/k/a Trico Group, LLC(i)
Automotive3/24/20211ML+5.00% (6.00%)1.003/30/20271,240,625 1,229,695 1,240,606 6.39 %
Global Tel*Link Corporation (i)(k)
Telecommunications4/5/20191ML+4.25% (4.35%)11/28/20251,944,395 1,904,162 1,944,381 10.02 %
Keystone Acquisition Corp. (i)(k)
Healthcare & Pharmaceuticals4/10/20193ML+5.25% (6.25%)1.005/1/20242,044,710 2,029,339 2,044,710 10.53 %
McAfee LLC (i)
High Tech Industries9/17/20171ML+3.75% (3.85%)9/30/2024183,591 182,333 183,969 0.95 %
The Octave Music Group, Inc.(f)(i)
Consumer goods: Durable2/26/20201ML+5.25% (6.25%) plus 0.75% PIK1.005/29/2025579,934 575,045 579,934 2.99 %
Pet Vet, Inc.(i)
Healthcare & Pharmaceuticals11/22/20211ML+4.25% (4.25%)0.752/15/20251,496,173 1,492,516 1,497,857 7.72 %
Quidditch Acquisition, Inc. (i)
Beverage, Food & Tobacco3/16/20181ML+7.00% (8.00%)1.003/21/2025481,250 475,750 474,936 2.45 %
RC Buyer, Inc. (i)(o)
Consumer goods: Durable7/27/20213M + 3.50% (4.25)0.757/28/20281,995,000 1,990,290 1,995,000 10.28 %
Research Now Group, Inc. & Survey Sampling International LLC (i)
Services: Business4/2/20193ML+5.50% (6.50%)1.0012/20/20241,950,488 1,950,488 1,950,488 10.05 %
Rising Tide Holdings, Inc.(i)
Consumer goods: Non-Durable5/26/20211M + 4.75% (5.50)0.756/1/2028995,000 985,797 995,000 5.13 %
Rocket Software, Inc. (i)(k)
High Tech Industries4/2/20191ML+4.25% (4.35%)11/28/20252,044,322 2,032,159 2,036,022 10.49 %
Securus Technologies Holdings, Inc. (i)(k)
Telecommunications7/31/20193ML+4.50% (5.50%)1.0011/1/20241,949,239 1,848,883 1,932,400 9.95 %
Shutterfly, Inc.(i)
Media: Diversified and Production7/1/20213ML+5.00% (5.75%)0.759/25/20261,980,000 1,970,794 1,976,488 10.18 %
Sorenson Communications, LLC(i)
Services: Consumer3/12/20213ML+5.50% (6.25%)0.753/17/20261,841,910 1,825,011 1,841,889 9.49 %
Staples, Inc.(j)(k)
Wholesale11/18/20193ML+5.00% (5.13%)4/16/20261,959,799 1,941,741 1,906,444 9.82 %
Upstream Newco, Inc.(i)
Services: Consumer7/22/20211ML+4.25% (4.35%)11/20/20261,243,750 1,243,750 1,243,750 6.41 %
Wellpath Holdings, LLC (formally known as Correct Care Solutions Group Holdings, LLC) (i)(k)
Healthcare & Pharmaceuticals4/2/20193ML+5.50% (5.63%)10/1/20252,044,182 2,015,306 2,044,182 10.53 %
Total Senior Secured Loans-First Lien$29,862,308 $29,936,102 154.23 %
Senior Secured Loans-Second Lien(i)(l)(m)
FullBeauty Brands Holding(f)
Retail2/7/20197.00% (6.00% PIK plus 1.00% cash)1/31/2025$12,786 $10,704 $12,467 0.07 %
Inmar, Inc. (g)
Media: Advertising, Printing & Publishing4/25/20173ML+8.00% (9.00%)1.005/1/2025500,000 495,768 501,250 2.58 %
Total Senior Secured Loans-Second Lien$506,472 $513,717 2.65 %
Senior Secured Notes (j)(l)
CURO Group Holdings Corp.Financial11/18/20217.50 %N/A8/1/2028$1,000,000 $1,004,942 $1,009,159 5.20 %
Total Senior Secured Notes$1,004,942 $1,009,159 5.20 %
Structured Subordinated Notes (a)(e)(i)(l)
Apidos CLO XXIVStructured Finance5/17/201919.43 %N/A10/20/2030$250,000 $158,134 $162,096 0.84 %
Apidos CLO XXVIStructured Finance7/25/201915.73 %N/A7/18/2029250,000 187,835 195,788 1.01 %
California CLO IX, Ltd.Structured Finance12/13/201925.08 %N/A7/16/2032500,000 231,686 247,434 1.28 %
Carlyle Global Market Strategies CLO 2014-4-R, Ltd.Structured Finance4/7/201711.49 %N/A7/15/2030250,000 188,149 161,719 0.83 %
Carlyle Global Market Strategies CLO 2017-5, Ltd.Structured Finance12/18/20179.46 %N/A1/22/2030500,000 460,123 410,233 2.11 %
7

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2021
(unaudited)


December 31, 2021
Portfolio Company /
 Security Type
IndustryAcquisition
Date
Coupon/Yield (b)FloorLegal
Maturity
Principal/
Quantity
Amortized Cost (d)Fair Value (c)% of Net Assets
Galaxy XIX CLO, Ltd.Structured Finance12/5/201615.88 %N/A7/24/2030250,000 180,270 130,873 0.67 %
GoldenTree Loan Opportunities IX, Ltd.Structured Finance7/19/20174.28 %N/A10/29/2029$250,000 $187,833 $156,018 0.80 %
Madison Park Funding XIII, Ltd.Structured Finance11/6/201510.16 %N/A4/22/2030250,000 162,746 172,169 0.89 %
Madison Park Funding XIV, Ltd.Structured Finance11/16/201512.71 %N/A10/22/2030250,000 185,579 153,472 0.79 %
Octagon Investment Partners XIV, Ltd.Structured Finance12/1/20178.74 %N/A7/16/2029850,000 512,253 422,235 2.18 %
Octagon Investment Partners XV, Ltd.Structured Finance5/23/201916.52 %N/A7/19/2030500,000 295,697 285,125 1.47 %
Octagon Investment Partners XXI,Ltd.(k)
Structured Finance1/6/201614.28 %N/A2/14/2031387,538 241,342 189,328 0.98 %
Octagon Investment Partners 30, Ltd.Structured Finance11/16/201712.76 %N/A3/17/2030475,000 420,254 375,347 1.93 %
Octagon Investment Partners 31, Ltd.Structured Finance12/20/201927.46 %N/A7/20/2030250,000 163,407 165,814 0.85 %
Octagon Investment Partners 36, Ltd.Structured Finance12/20/201920.81 %N/A4/15/2031500,000 397,100 374,437 1.93 %
Octagon Investment Partners 39, Ltd.Structured Finance1/9/202020.79 %N/A10/21/2030250,000 193,249 209,044 1.08 %
OZLM XII, Ltd. (n)
Structured Finance1/17/2017— %N/A4/30/2027275,000 163,188 66,916 0.34 %
Sound Point CLO II, Ltd.Structured Finance5/16/201912.09 %N/A1/26/20311,500,000 816,738 679,906 3.50 %
Sound Point CLO VII-R, Ltd.Structured Finance8/23/201919.86 %N/A10/23/2031150,000 60,806 50,681 0.26 %
Sound Point CLO XVIII, Ltd.Structured Finance5/16/201911.65 %N/A1/21/2031250,000 219,862 195,261 1.01 %
THL Credit Wind River 2013-1 CLO, Ltd.Structured Finance11/1/20173.26 %N/A7/22/2030325,000 240,846 182,680 0.94 %
Venture XXXIV CLO, Ltd.Structured Finance7/30/201916.93 %N/A10/15/2031250,000 212,753 193,479 1.00 %
Voya IM CLO 2013-1, Ltd.(k)
Structured Finance6/9/20169.30 %N/A10/15/2030278,312 188,745 151,415 0.78 %
Voya CLO 2016-1, Ltd.Structured Finance1/22/201613.49 %N/A1/21/2031250,000 205,437 200,173 1.03 %
Total Structured Subordinated Notes$6,274,032 $5,531,643 28.50 %
Equity/Other(a)(i)(l)
ACON IWP Investors I,
L.L.C.
(h)
Healthcare & Pharmaceuticals4/30/2015N/AN/AN/A472,357 $472,357 $682,000 3.51 %
FullBeauty Brands Holding, Common Stock(h)
Retail2/7/2019N/AN/AN/A72 $208,754 $— — %
Total Equity/Other$681,111 $682,000 3.51 %
Total Portfolio Investments$38,328,865 $37,672,621 194.09 %
(a)    Indicates assets that the Company believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. Of the Company’s total investments as of December 31, 2021, 15% are non-qualifying assets as a percentage of total assets.
(b)    The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate ("LIBOR" or "L") which resets monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or the prime lending rate ("Prime") and the current contractual interest rate in effect at December 31, 2021. Certain investments are subject to a LIBOR or Prime interest rate floor. The one-month ("1ML"), two-month ("2ML"), three-month ("3ML"), and six-month ("6ML") LIBOR rates are based on the applicable LIBOR rate for each investment on its reset date.
(c)    Fair value is determined by the Company’s board of directors (see Note 2).
(d)    See Note 6 for a discussion of the tax cost of the portfolio.
(e) The structured subordinated notes and preference/preferred shares are considered equity positions in the Collateralized Loan Obligations (“CLOs”), which is referred to as "Subordinated Structured Notes", or "SSN". The CLO equity investments are entitled to recurring distributions which are generally equal to the excess cash flow generated from the underlying investments after payment of the contractual payments to debt holders and fund expenses. The current estimated yield is calculated using amortized cost based on the current projections of this excess cash flow taking into account assumptions which have been made regarding expected prepayments, losses and future reinvestment rates. These assumptions are periodically reviewed and adjusted. Ultimately, the actual yield may be higher or lower than the estimated yield if actual results differ from those used for the assumptions.
(f)    This investment has contractual PIK interest. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. 
(g) Security is held by Prospect Flexible Funding, LLC, our SPV, and is pledged as collateral for the Credit Facility and such security is not available as collateral to our general creditors (see Note 10). The fair values of the investments held by the SPV at December 31, 2021 and June 30, 2017

(UNAUDITED)

Portfolio Company Footnotes Industry Rate (b) Floor MaturityPrincipal Amount/ Number of Shares Amortized Cost(f) Fair Value(c) 
Senior Secured Loans—First Lien—47.03%                    
LSF9 Atlantis Holdings, LLC   Telecommunications L+6.00% (7.24%) 1.24% 5/1/2023 496,875 $492,146 $499,876 
California Pizza Kitchen, Inc.   Beverage, Food & Tobacco L+6.00% (7.24%) 1.24% 8/19/2022 346,500  343,659  344,191 
CareCentrix, Inc.   Healthcare & Pharmaceuticals L+5.00% (6.33%) 1.33% 7/8/2021 196,000  192,617  197,593 
CareerBuilder   Business Services L+6.75% (8.08%) 1.33% 7/27/2023 500,000  485,390  489,793 
Coronado Group LLC   Metals & Mining L+7.00% (8.33%) 1.33% 6/6/2023 498,750  484,503  503,738 
CRCI Holdings, Inc.   Business Services L+5.50% (6.83%) 1.33% 8/31/2023 324,564  321,612  326,795 
Deluxe Entertainment Services Group, Inc.   Media: Diversified and Production L+5.50% (6.81%) 1.31% 2/28/2020 343,112  335,523  345,471 
FHC Health Systems, Inc.   Healthcare & Pharmaceuticals L+4.00% (5.24%) 1.24% 12/23/2021 121,875  121,168  119,183 
Flavors Holdings, Inc. Tranche B   Beverage, Food & Tobacco L+5.75% (7.08%) 1.33% 4/3/2020 106,250  104,000  101,203 
GK Holdings, Inc.   Business Services L+6.00% (7.33%) 1.33% 1/20/2021 121,563  121,045  114,877 
IG Investments Holdings, LLC   Business Services L+4.00% (5.33%) 1.33% 10/29/2021 345,543  344,153  349,287 
InfoGroup Inc.   Business Services L+5.00% (6.33%) 1.33% 3/28/2023 497,500  492,911  486,928 
Jackson Hewitt, Inc.   Business Services L+7.00% (8.31%) 1.31% 7/30/2020 186,138  183,700  180,089 
McAfee LLC   Business Services L+4.50% (5.83%) 1.33% 9/27/2024 250,000  247,500  251,469 
Moran Foods, LLC   Beverage, Food & Tobacco L+6.00% (7.24%) 1.24% 12/5/2023 347,375  338,119  319,585 
Paradigm Acquisition Corp.   Healthcare & Pharmaceuticals L+5.00% (6.42%) 1.42% 6/2/2022 122,188  120,735  122,798 
Pre-Paid Legal Services, Inc   Consumer Services L+5.25% (6.50%) 1.25% 7/1/2019 320,191  319,563  323,092 
Raley’s   Beverage, Food & Tobacco L+5.25% (6.49%) 1.24% 5/18/2022 288,431  288,431  291,676 
Sahara Parent Inc   Business Services L+5.00% (6.31%) 1.31% 8/16/2024 350,000  346,532  343,875 
SITEL Worldwide Corporation   Business Services L+5.50% (6.81%) 1.31% 9/20/2021 196,000  195,530  196,294 
Strike, LLC   Energy: Oil & Gas L+8.00% (9.33%) 1.33% 11/30/2022 336,875  327,876  341,928 
Travel Leaders Group, LLC   Hotel, Gaming & Leisure L+4.50% (5.81%) 1.31% 1/25/2024 348,252  346,677  353,478 
TruGreen Limited Partnership   Consumer Services L+4.00% (5.24%) 1.24% 4/13/2023 346,500  342,323  351,264 
Verdesian Life Sciences LLC   Wholesale Trade-Nondurable Goods L+5.00% (6.31%) 1.31% 7/1/2020 208,335  207,172  162,501 
Wirepath LLC   Consumer Services L+5.25% (6.56%) 1.31% 8/5/2024 500,000  497,500  504,063 
Total Senior Secured Loans—First Lien           $7,698,817 $7,600,385 $7,621,047 
                     
Senior Secured Loans—Second Lien—20.70%                    
Flavors Holdings, Inc.   Beverage, Food & Tobacco L+10.00% (11.33%) 1.33% 10/7/2021 125,000  122,161  93,438 
FullBeauty Brands Holding   High Tech Industries L+9.00% (10.24%) 1.24% 10/13/2023 250,000  218,743  114,688 
GK Holdings, Inc.   Business Services L+10.25% (11.55%) 1.33% 1/21/2022 125,000  123,468  118,750 
Inmar   Business Services L+8.00% (9.27%) 1.27% 5/1/2025 500,000  492,866  502,813 
McAfee LLC   Business Services L+8.50% (9.83%) 1.33% 9/26/2025 500,000  492,500  502,293 
Neustar, Inc.   High Tech Industries L+8.00% (9.31%) 1.31% 2/28/2025 750,000  738,862  761,250 
NPC International, Inc.   Beverage, Food & Tobacco L+7.50 (8.74%) 1.24% 3/28/2025 500,000  497,896  508,438 
Oxbow Carbon LLC   Metals & Mining L+7.00 (8.24%) 1.24% 1/19/2020 250,000  239,541  251,094 
Rocket Software, Inc.   Business Services L+9.50% (10.83%) 1.33% 10/14/2024500,000  491,229  501,875 
Total Senior Secured Loans—Second Lien           $3,500,000 $3,417,266 $3,354,639 

The2021 were $30,437,532 and $30,361,804, respectively, representing 81% and 80% of our total investments, respectively.

(h) Represents non-income producing security that has not paid interest or dividends in the year preceding the reporting date.
(i)    Investment(s) is (are) valued using significant unobservable inputs and are categorized as Level 3 investments in accordance with ASC 820. See Notes 2 and 8 within the accompanying notes are an integral partto the consolidated financial statements.
8

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF DECEMBER 31, 2021
(unaudited)


(j) Investment is categorized as Level 2 investments in accordance with ASC 820. See Note 2 within the accompanying notes to the consolidated financial statements.
(k)     Acquisition date represents the date of these statements.

FLEX's initial investment. Follow-on acquisitions have occurred on the following dates to arrive at FLEX's current investment (excluding effects of capitalized PIK interest, premium/original issue discount amortization/accretion, and partial repayments):

Table of Contents

Portfolio Company Footnotes Industry Rate (b) Floor Maturity Principal Amount/ Number of Shares Amortized Cost(f) Fair Value(c) 
Subordinated Convertible Debt—0.00%                     
Javlin Capital LLC Subordinated Convertible Note (a) (e) Specialty Finance 6.00%  3/31/2020  666,389  666,389   
Total Subordinated Convertible Debt            $666,389 $666,389 $ 
                      
Equity/Other—3.15%                     
ACON IWP Investors I, L.L.C. (a) Healthcare & Pharmaceuticals         500,000  500,000  509,993 
Javlin Capital LLC Class C-2 Preferred Units (a) (d) (e) Specialty Finance         214,286  750,000   
Total Equity/Other             714,286 $1,250,000 $509,993 
                      
TOTAL INVESTMENTS—70.88%               $12,934,040 $11,485,679 
OTHER ASSETS IN EXCESS OF LIABILITIES—29.12%              $4,720,695 
NET ASSETS - 100.0%                  $16,206,374 

(a)Affiliated
Portfolio CompanyInvestmentFollow-On Acquisition DatesFollow-On Acquisitions (Excluding initial investment cost)
Amerilife Holdings, LLCSenior Secured Loans-First Lien11/2/202085,227 
CareerBuilderSenior Secured Loans-First Lien6/5/2020690,000 
Global Tel*Link CorporationSenior Secured Loans-First Lien7/9/2019, 7/16/20191,436,250 
Keystone Acquisition Corp.Senior Secured Loans-First Lien4/23/2019, 8/2/20191,576,000 
Octagon Investment Partners XXI, Ltd.Structured Subordinated Notes2/14/201935,015 
Rocket Software, Inc.Senior Secured Loans-First Lien6/28/2019, 7/30/20191,327,272 
Securus Technologies Holdings, Inc.Senior Secured Loans-First Lien8/2/2019908,750 
Staples, Inc.Senior Secured Loans-First Lien2/3/2020980,031 
Voya IM CLO 2013-1, Ltd.Structured Subordinated Notes10/17/2017, 7/1/201920,584 
Wellpath Holdings, Inc. (formally known as defined by the 1940 Act, whereby the Company owns between 5% and 25% of the portfolio company’s outstanding voting securities and the investments are not classified as controlled investments.Affiliated funds that are managed by an affiliate of Triton Pacific Adviser, LLC also hold investments in this security.  The aggregate fair value of non-controlled, affiliated investments at September 30, 2017 represented 3.15% of the Company’s net assets. Fair value as of December 31, 2016 along with transactions during the period ended September 30, 2017 in affiliated investments were as follows):Correct Care Solutions Group Holdings, LLC)Senior Secured Loans-First Lien4/10/2019, 7/25/20191,327,000 

    Nine months ended September 30, 2017   
Non-controlled, Affiliated Investments Fair Value at December 31, 2016 Gross Additions (Cost)* Gross Reductions (Cost)** Fair Value at September 30, 2017 Net Realized Gain (Loss) Interest & Dividends Credited to Income 
ACON IWP Investors I, L.L.C. $691,072 $ $ $509,993 $ $ 
Javlin Capital, LLC, Convertible Note  646,901  19,488        19,488 
Javlin Capital, LLC, C-2 Preferred Units  537,229           
Total $1,875,202 $19,488 $ $509,993 $ $19,488 

*Gross additions include increases

(l)     None of the investments qualify as restricted securities in accordance with Rule 12-12 of Regulation S-X.
(m)     Syndicated investments which were originated by a financial institution and broadly distributed.
(n) The effective yield has been estimated to be 0% as expected future cash flows are anticipated to not be sufficient to repay the investment at cost. If the expected investment proceeds increase, there is a potential for future investment income from the investment. Distributions, once received, will be recognized as return of capital, and when called, any remaining unamortized investment costs will be written off if the actual distributions are less than the amortized investment cost. To the extent that the cost basis of the SSN is fully recovered, any future distributions will be recorded as realized gains.
(o)     Investment industry has been updated from "High Tech Industries" to "Consumer Goods: Durable" to better classify the industry.


See notes to consolidated financial statements.
9

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF JUNE 30, 2021

June 30, 2021
Portfolio Company /
Security Type
IndustryAcquisition
Date
Coupon/Yield (b)FloorLegal
Maturity
Principal/
Quantity
Amortized Cost (d)Fair Value (c)% of Net Assets
Non-Control/Non-Affiliate Investments (less than 5.00% voting control):
Senior Secured Loans-First Lien(g)(l)(m)
Amerilife Holdings, LLC (i)(k)
Banking, Finance, Insurance & Real Estate2/6/20201ML+4.00% (4.10%)3/18/2027$742,613 $741,476 $742,613 3.72 %
CareerBuilder (i)(k)
Services: Consumer7/27/20173ML+6.75% (7.75%)1.007/31/2023969,272 922,758 924,928 4.64 %
Correct Care Solutions Group Holdings, LLC (i)(k)
Healthcare & Pharmaceuticals4/2/20191ML+5.50% (5.60%)10/1/20252,054,719 2,021,964 2,054,719 10.30 %
Digital Room Holdings, Inc (i)(k)
Media: Broadcasting & Subscription5/14/20196ML+5.00% (5.20%)5/21/20261,960,000 1,937,073 1,960,000 9.83 %
First Brands, LLC (f/k/a Trico Group, LLC(i)
Automotive3/24/20211ML+5.00% (6.00%)1.003/30/20271,246,875 1,234,894 1,246,875 6.25 %
Global Tel*Link Corporation (i)(k)
Telecommunications4/5/20191ML+4.25% (4.35%)11/28/20251,944,395 1,898,977 1,944,395 9.75 %
Keystone Acquisition Corp. (i)(k)
Healthcare & Pharmaceuticals4/10/20193ML+5.25% (6.25%)1.005/1/20242,055,387 2,036,697 2,055,387 10.30 %
McAfee LLC (j)
High Tech Industries9/17/20171ML+3.75% (3.85%)9/30/2024214,334 212,845 214,616 1.08 %
The Octave Music Group, Inc.(f)(i)
Consumer goods: Durable2/26/20201ML+5.25% (6.25%) plus 0.75% PIK1.005/29/2025717,672 712,061 717,672 3.60 %
PGX Holdings, Inc. (f)(i)(k)
Services: Consumer4/2/20193ML+5.25% (6.25%) plus 4.25% PIK1.009/29/20231,959,852 1,916,525 1,959,852 9.82 %
Quidditch Acquisition, Inc. (i)
Beverage, Food & Tobacco3/16/20183ML+7.00% (8.00%)1.003/21/2025483,750 477,390 477,856 2.40 %
Research Now Group, Inc. & Survey Sampling International LLC (i)
Services: Business4/2/20193ML+5.50% (6.50%)1.0012/20/20241,960,647 1,960,647 1,960,647 9.83 %
Rising Tide Holdings, Inc. (j)
Consumer goods: Non-Durable5/26/20211M + 4.75% (5.50)0.756/1/20281,000,000 990,075 1,003,440 5.03 %
Rocket Software, Inc. (j)(k)
High Tech Industries4/2/20191ML+4.25% (4.35%)11/28/20252,054,832 2,041,101 2,020,640 10.13 %
Securus Technologies Holdings, Inc. (i)(k)
Telecommunications7/31/20193ML+4.50% (5.50%)1.0011/1/20241,959,391 1,841,211 1,911,200 9.58 %
Shutterfly, Inc.(j)(k)
Media: Diversified and Production11/14/20191ML+6.00% (7.00%)1.009/25/20261,601,935 1,461,047 1,601,900 8.03 %
Sorenson Communications, LLC(i)
Services: Consumer3/12/20213ML+5.50% (6.25%)0.753/17/20261,950,000 1,931,078 1,950,000 9.77 %
Staples, Inc.(j)(k)
Wholesale11/18/20193ML+5.00% (5.18%)4/16/20261,969,849 1,949,670 1,930,444 9.68 %
Transplace Holdings, Inc. (i)
Transportation: Cargo4/10/20193ML+3.75% (4.75%)1.0010/7/20241,470,870 1,457,657 1,470,870 7.37 %
Upstream Newco, Inc.(i)
Services: Consumer10/24/20191ML+4.50% (4.60%)11/20/20261,728,125 1,721,374 1,728,125 8.66 %
Total Senior Secured Loans-First Lien$29,466,520 $29,876,179 149.77 %
Senior Secured Loans-Second Lien(i)(l)(m)
FullBeauty Brands Holding(f)
Retail2/7/20197.00% (6.00% PIK plus 1.00% cash)1/31/2025$12,401 $10,319 $10,231 0.05 %
Inmar, Inc. (g)
Media: Advertising, Printing & Publishing4/25/20173ML+8.00% (9.00%)1.005/1/2025500,000 495,129 485,625 2.44 %
Total Senior Secured Loans-Second Lien$505,448 $495,856 2.49 %
Senior Secured Notes (i)(l)
Ace Cash Express, Inc.(k)(o)
Financial12/8/201712.00 %N/A12/15/2022$1,000,000 $973,876 $951,073 4.77 %
Total Senior Secured Notes$973,876 $951,073 4.77 %
Structured Subordinated Notes (a)(e)(i)(l)
Apidos CLO XXIVStructured Finance5/17/201921.44 %N/A10/20/2030$250,000 $162,512 $164,370 0.82 %
Apidos CLO XXVIStructured Finance7/25/201918.15 %N/A7/18/2029250,000 182,953 193,258 0.97 %
California CLO IX, Ltd.Structured Finance12/13/201929.32 %N/A7/16/2032500,000 214,997 243,934 1.22 %
Carlyle Global Market Strategies CLO 2014-4-R, Ltd.Structured Finance4/7/201716.92 %N/A7/15/2030250,000 196,354 165,110 0.83 %
Carlyle Global Market Strategies CLO 2017-5, Ltd.Structured Finance12/18/201713.16 %N/A1/22/2030500,000 477,445 415,738 2.08 %
Galaxy XIX CLO, Ltd.Structured Finance12/5/201617.22 %N/A7/24/2030250,000 181,178 122,721 0.62 %
10

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF JUNE 30, 2021
June 30, 2021
Portfolio Company /
 Security Type
IndustryAcquisition
Date
Coupon/Yield (b)FloorLegal
Maturity
Principal/
Quantity
Amortized Cost (d)Fair Value (c)% of Net Assets
GoldenTree Loan Opportunities IX, Ltd.Structured Finance7/19/201711.44 %N/A10/29/2029$250,000 $194,348 $160,523 0.81 %
Madison Park Funding XIII, Ltd.Structured Finance11/6/201522.71 %N/A4/22/2030250,000 176,881 182,378 0.91 %
Madison Park Funding XIV, Ltd.Structured Finance11/16/201515.75 %N/A10/22/2030250,000 191,936 152,925 0.77 %
Octagon Investment Partners XIV, Ltd.Structured Finance12/1/201717.26 %N/A7/16/2029850,000 548,981 425,828 2.14 %
Octagon Investment Partners XV, Ltd.Structured Finance5/23/201919.24 %N/A7/19/2030500,000 295,531 301,532 1.51 %
Octagon Investment Partners XXI,Ltd.(k)
Structured Finance1/6/201618.50 %N/A2/14/2031387,538 242,802 189,567 0.95 %
Octagon Investment Partners 30, Ltd.Structured Finance11/16/201715.78 %N/A3/17/2030475,000 436,656 373,970 1.88 %
Octagon Investment Partners 31, Ltd.Structured Finance12/20/201933.81 %N/A7/20/2030250,000 164,927 164,771 0.83 %
Octagon Investment Partners 36, Ltd.Structured Finance12/20/201925.78 %N/A4/15/2031500,000 411,382 382,619 1.92 %
Octagon Investment Partners 39, Ltd.Structured Finance1/9/202025.81 %N/A10/21/2030250,000 195,800 215,961 1.08 %
OZLM XII, Ltd. (n)
Structured Finance1/17/2017— %N/A4/30/2027275,000 168,016 100,634 0.51 %
Sound Point CLO II, Ltd.Structured Finance5/16/201917.17 %N/A1/26/20311,500,000 846,273 685,939 3.44 %
Sound Point CLO VII-R, Ltd.Structured Finance8/23/201920.89 %N/A10/23/2031150,000 60,276 50,161 0.25 %
Sound Point CLO XVIII, Ltd.Structured Finance5/16/201915.38 %N/A1/21/2031250,000 227,964 200,000 1.00 %
THL Credit Wind River 2013-1 CLO, Ltd.Structured Finance11/1/20177.94 %N/A7/22/2030325,000 259,992 182,249 0.91 %
Venture XXXIV CLO, Ltd.Structured Finance7/30/201920.16 %N/A10/15/2031250,000 214,879 197,375 0.99 %
Voya IM CLO 2013-1, Ltd.(k)
Structured Finance6/9/201611.97 %N/A10/15/2030278,312 195,490 150,460 0.75 %
Voya CLO 2016-1, Ltd.Structured Finance1/22/201616.99 %N/A1/21/2031250,000 211,962 204,179 1.01 %
Total Structured Subordinated Notes$6,459,535 $5,626,202 28.20 %
Equity/Other(a)(i)(l)
ACON IWP Investors I,
L.L.C.
(h) (p)
Healthcare & Pharmaceuticals4/30/2015N/AN/AN/A472,357 $472,357 $893,000 4.48 %
FullBeauty Brands Holding, Common Stock(h)
Retail2/7/2019N/AN/AN/A72 $208,754 $— — %
Total Equity/Other$681,111 $893,000 4.48 %
Total Portfolio Investments$38,086,490 $37,842,310 189.71 %
(a)    Indicates assets that the Company believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. Of the Company’s total investments resultingas of June 30, 2021, 16% are non-qualifying assets as a percentage of total assets.
(b)    The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate ("LIBOR" or "L") which resets monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or the prime lending rate ("Prime") and the current contractual interest rate in effect at June 30, 2021. Certain investments are subject to a LIBOR or Prime interest rate floor. The one-month ("1ML"), two-month ("2ML"), three-month ("3ML"), and six-month ("6ML") LIBOR rates are based on the applicable LIBOR rate for each investment on its reset date.
(c)    Fair value is determined by the Company’s board of directors (see Note 2).
(d)    See Note 6 for a discussion of the tax cost of the portfolio.
(e) The structured subordinated notes and preference/preferred shares are considered equity positions in the Collateralized Loan Obligations (“CLOs”), which is referred to as "Subordinated Structured Notes", or "SSN". The CLO equity investments are entitled to recurring distributions which are generally equal to the excess cash flow generated from new portfoliothe underlying investments after payment of the contractual payments to debt holders and fund expenses. The current estimated yield is calculated using amortized cost based on the current projections of this excess cash flow taking into account assumptions which have been made regarding expected prepayments, losses and future reinvestment rates. These assumptions are periodically reviewed and adjusted. Ultimately, the actual yield may be higher or lower than the estimated yield if actual results differ from those used for the assumptions.
(f)    This investment has contractual PIK interest. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. 
(g) Security is held by Prospect Flexible Funding, LLC, our SPV, and is pledged as collateral for the Credit Facility and such security is not available as collateral to our general creditors (see Note 10). The fair values of the investments held by the SPV at June 30, 2021 and June 30, 2020 were $30,361,804 and $29,705,147, respectively, representing 80% and 81% of our total investments, respectively.
(h) Represents non-income producing security that has not paid interest or dividends in the year preceding the reporting date.
(i)    Investment(s) is (are) valued using significant unobservable inputs and are categorized as Level 3 investments in accordance with ASC 820. See Notes 2 and 8 within the accompanying notes to the consolidated financial statements.
(j) Investment is categorized as Level 2 investments in accordance with ASC 820. See Note 2 within the accompanying notes to the consolidated financial statements.
11

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF JUNE 30, 2021
(k)     Acquisition date represents the date of FLEX's initial investment. Follow-on acquisitions have occurred on the following dates to arrive at FLEX's current investment (excluding effects of capitalized PIK interest, premium/original issue discount amortization/accretion, and partial repayments):
Portfolio CompanyInvestmentFollow-On Acquisition DatesFollow-On Acquisitions (Excluding initial investment cost)
Ace Cash Express, Inc.Senior Secured Notes7/15/2019$493,625 
Amerilife Holdings, LLCSenior Secured Loans-First Lien11/2/202085,227 
CareerBuilderSenior Secured Loans-First Lien6/5/2020690,000 
Correct Care Solutions Group Holdings, LLC Senior Secured Loans-First Lien4/10/2019, 7/25/20191,327,000 
Digital Room Holdings, IncSenior Secured Loans-First Lien7/16/2019490,000 
Global Tel*Link CorporationSenior Secured Loans-First Lien7/9/2019, 7/16/20191,436,250 
Keystone Acquisition Corp.Senior Secured Loans-First Lien4/23/2019, 8/2/20191,576,000 
Octagon Investment Partners XXI, Ltd.Structured Subordinated Notes2/14/201935,015 
PGX Holdings, Inc.Senior Secured Loans-First Lien2/3/20211,350,000 
Rocket Software, Inc.Senior Secured Loans-First Lien6/28/2019, 7/30/20191,327,272 
Securus Technologies Holdings, Inc.Senior Secured Loans-First Lien8/2/2019908,750 
Shutterfly, Inc.Senior Secured Loans-First Lien11/18/2019, 11/20/20191,361,250 
Staples, Inc.Senior Secured Loans-First Lien2/3/2020980,031 
Voya IM CLO 2013-1, Ltd.Structured Subordinated Notes10/17/2017, 7/1/201920,584 
(l)     None of the amortizationinvestments qualify as restricted securities in accordance with Rule 12-12 of unearnedRegulation S-X.
(m)     Syndicated investments which were originated by a financial institution and broadly distributed.
(n) The effective yield has been estimated to be 0% as expected future cash flows are anticipated to not be sufficient to repay the investment at cost. If the expected investment proceeds increase, there is a potential for future investment income from the exchangeinvestment. Distributions, once received, will be recognized as return of one or more existing securities for one or more new securitiescapital, and when called, any remaining unamortized investment costs will be written off if the movement of an existing portfolio company into this category from a different category.

**Gross reductions include decreases inactual distributions are less than the amortized investment cost. To the extent that the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities andSSN is fully recovered, any future distributions will be recorded as realized gains.

(o) During the movement of an existing portfolio company outyear ended June 30, 2021, the characterization of this category into a different category.

(b)Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate spread.As of September 30, 2017, the three-month London Interbank Offered Rate, or LIBOR, was 1.33500%.
(c)Fair value and market value are determined by the Company’s board of directors (see Note 7.)
(d)Security held within TPJ Holdings, Inc., a wholly-owned subsidiary of the Company.  See Note 2 for a dicussion on the basis of consolidation.
(e)The investment is not a qualifying asset under the Investment Company Act of 1940, as amended. A business development company may not acquire any asset other than a qualifying asset, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the business development company’s total assets. As of September 30, 2017, 100% of the Company’s total assets represented qualifying assets.
(f)See Note 5 for a discussion of the tax cost of the portfolio.

The accompanying notes are an integral part of these statements. 

investment changed from non-qualifying to qualifying.

Table of Contents

TRITON PACIFIC INVESTMENT CORPORATION, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

AS OF DECEMBER 31, 2016

                   
Portfolio Company Footnotes Industry Rate(b) Base Rate Floor  Maturity Principal Amount/ Number of Shares Amortized Cost(f) Fair Value(c) 
Senior Secured Loans—First Lien—51.11%                        
California Pizza Kitchen, Inc.   Beverage, Food & Tobacco  L+6.00% (7.00%)  1.0%  8/19/2022 $349,125 $345,842 $348,326 
CareCentrix, Inc.   Healthcare & Pharmaceuticals  L+5.00% (6.00%)  1.0%  7/8/2021  197,500  193,575  196,266 
CRCI Holdings, Inc.   Business Services  L+5.50% (6.50%)  1.0%  8/31/2023  349,125  345,794  349,851 
Curo Health Services Holdings, Inc.   Healthcare & Pharmaceuticals  L+5.50% (6.50%)  1.0%  2/7/2022  122,813  121,909  123,785 
Deluxe Entertainment Services Group, Inc.   Media: Diversified and Production  L+6.00% (7.00%)  1.0%  2/28/2020  350,000  340,080  347,375 
FHC Health Systems, Inc.   Healthcare & Pharmaceuticals  L+4.00% (5.00%)  1.0%  12/23/2021  122,812  121,970  119,742 
Flavors Holdings, Inc. Tranche B   Beverage, Food & Tobacco  L+5.75% (6.75%)  1.0%  4/3/2020  110,938  107,998  90,414 
GK Holdings, Inc.   Business Services  L+5.50% (6.50%)  1.0%  1/20/2021  122,500  121,847  121,888 
Global Healthcare Exchange, LLC   Healthcare & Pharmaceuticals  L+4.25% (5.25%)  1.0%  8/15/2022  148,132  148,140  149,583 
GTCR Valor Companies, Inc.   Business Services  L+6.00% (7.00%)  1.0%  6/16/2023  348,250  335,050  345,856 
IG Investments Holdings, LLC   Business Services  L+5.00% (6.00%)  1.0%  10/29/2021  348,187  346,539  351,146 
Imagine Print Solutions, LLC   Business Services  L+6.00% (7.00%)  1.0%  3/30/2022  248,125  244,986  252,467 
Jackson Hewitt, Inc.   Business Services  L+7.00% (8.00%)  1.0%  7/30/2020  196,000  193,020  189,385 
Mister Car Wash, Inc.   Automotive Repair, Services, and Parking  L+4.25% (5.25%)  1.0%  8/20/2021  121,875  121,036  122,459 
Moran Foods, LLC   Beverage, Food & Tobacco  L+6.00% (7.00%)  1.0%  12/5/2023  350,000  339,619  350,000 
Paradigm Acquisition Corp.   Healthcare & Pharmaceuticals  L+5.00% (6.00%)  1.0%  6/2/2022  123,125  121,537  122,560 
Polycom, Inc.   High Tech Industries  L+6.50% (7.50%)  1.0%  9/27/2023  338,479  324,979  341,441 
Pre-Paid Legal Services, Inc   Consumer Services  L+5.25% (6.25%)  1.0%  7/1/2019  350,000  349,125  351,750 
Raley’s   Beverage, Food & Tobacco  L+6.25% (7.25%)  1.0%  5/18/2022  295,823  295,823  299,151 
Ranpak Corp.   Paper and Allied Products  L+3.25% (4.25%)  1.0%  10/1/2021  114,506  114,297  115,294 
SITEL Worldwide Corporation   Business Services  L+5.50% (6.50%)  1.0%  9/20/2021  197,500  196,488  197,994 
SiteOne Landscape Supply LLC   Business Services  L+4.50% (5.50%)  1.0%  9/20/2021  347,379  344,506  350,094 
SolarWinds, Inc.   High Tech Industries  L+4.50% (5.50%)  1.0%  2/3/2023  248,750  236,913  252,237 
Strike, LLC   Energy: Oil & Gas  L+3.75% (10.75%)  7.0%  11/30/2022  350,000  339,692  346,500 
TIBCO Software, Inc.   High Tech Industries  L+5.50% (6.50%)  1.0%  12/4/2020  122,813  121,067  123,555 
TruGreen Limited Partnership   Consumer Services  L+5.50% (6.50%)  1.0%  4/13/2023  348,250  343,532  353,909 
Verdesian Life Sciences LLC   Wholesale Trade-Nondurable Goods  L+5.00% (6.00%)  1.0%  7/1/2020  221,546  220,054  198,285 
Vivid Seats Ltd.   Consumer Services  L+5.75% (6.75%)  1.0%  10/12/2022  250,000  245,197  250,000 
Total Senior Secured Loans—First Lien               $6,793,553 $6,680,615 $6,761,313 
                         
Senior Secured Loans—Second Lien—14.87%                        
Cheddar’s Casual Café, Inc.   Retail  L+9.75% (10.75%)  1.0%  1/4/2023  750,000  712,500  712,500 
Flavors Holdings, Inc.   Beverage, Food & Tobacco  L+10.00% (11.00%)  1.0%  10/7/2021  125,000  121,619  75,000 
FullBeauty Brands Holding   High Tech Industries  L+9.00% (10.00%)  1.0%  10/13/2023  250,000  218,269  173,750 
GK Holdings, Inc.   Business Services  L+9.50% (10.50%)  1.0%  1/21/2022  125,000  123,197  126,250 
Oxbow Carbon LLC   Metals & Mining  L+7.00 (8.00%)  1.0%  1/19/2020  250,000  237,142  245,625 
Rocket Software, Inc.   Business Services  L+9.50% (10.50%)  1.0%  10/14/2024  500,000  490,281  508,595 
SCS Holdings I Inc.   High Tech Industries  L+9.50% (10.50%)  1.0%  10/13/2023  125,000  121,983  125,938 
Total Senior Secured Loans—Second Lien               $2,125,000 $2,024,991 $1,967,658 
                         
Subordinated Convertible Debt—4.89%                        
Javlin Capital LLC Subordinated Convertible Note (a) (e) Specialty Finance  6.00%      3/31/2020  646,901  646,901  646,901 
Total Subordinated Convertible Debt               $646,901 $646,901 $646,901 
                         
Equity/Other—9.29%                        
ACON IWP Investors I, L.L.C. (a) Healthcare & Pharmaceuticals            500,000  500,000  691,072 
Javlin Capital LLC Class C-2 Preferred Units (a) (d) (e) Specialty Finance            214,286  750,000  537,229 
Total Equity/Other                714,286 $1,250,000 $1,228,301 
                         
TOTAL INVESTMENTS—80.16%                  $10,602,507 $10,604,173 
OTHER ASSETS IN EXCESS OF LIABILITIES—19.84%                     $2,624,529 
NET ASSETS - 100.00%                     $13,228,702 

(a)Affiliated investment as defined by the 1940 Act, whereby the Company owns between 5% and 25% of the portfolio company’s outstanding voting securities and the investments are not classified as controlled investments. Affiliated funds that are managed by an affiliate of Triton Pacific Adviser, LLC also hold investments in this security. The aggregate fair value of non-controlled, affiliated investments at December 31, 2016 represented 14.23% of the Company’s net assets. Fair value as of December 31, 2016 along with transactions during the period ended December 31, 2015 in affiliated investments were as follows:

    Year Ended December 31, 2016   
Non-controlled, Affiliated Investments Fair Value at December 31, 2015  Gross Additions (Cost)*  Gross Reductions (Cost)**  Fair Value at December 31, 2016  Net Realized Gain (Loss)  Interest & Dividends Credited to Income 
ACON IWP Investors I, L.L.C. $738,266  $  $  $691,072  $  $ 
Javlin Capital, LLC, Convertible Note  609,219   37,682      646,901      37,682 
Javlin Capital, LLC, C-2 Preferred Units  750,000         537,229       
Total $2,097,485  $37,682  $  $1,875,202  $  $37,682 

*Gross additions include increases in(p) During the cost basis of investments resulting from new portfolio investments, PIK interest,year ended June 30, 2021, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

**Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company outcharacterization of this category into a different category.

(b)The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at December 31, 2016. Certain investments are subject to a LIBOR or Prime interest rate floor. As of December 31, 2016, the three-month London Interbank Offered Rate, or LIBOR, was 0.99789%.

(c)Fair value and market value are determined by the Company’s board of directors (see Note 7.)

(d)Security held within TPJ Holdings, Inc., a wholly-owned subsidiary of the Company. investment changed from affiliate to non-affiliate.

See Note 2 for a discussion on the basis of consolidation.

(e)The investment is not a qualifying asset under the Investment Company Act of 1940, as amended. A business development company may not acquire any asset other than a qualifying asset, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the business development company’s total assets. As of December 31, 2016, 91.87% of the Company’s total assets represented qualifying assets.

(f)See Note 5 for a discussion of the tax cost of the portfolio.

The accompanying notes are an integral part of theseto consolidated financial statements.

9


Triton Pacific Investment Corporation, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – DESCRIPTION- NATURE OF BUSINESS

OPERATIONS

Prospect Flexible Income Fund, Inc. (formerly known as Triton Pacific Investment Corporation, Inc. and TP Flexible Income Fund, Inc.) (the “Company”, "FLEX", “our”, “us”, “we”), incorporated in Maryland on April 29, 2011, is publicly registered, non-traded fund focused on private equity, structuredan externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to generate current income and, as a secondary objective, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. We intend to meet our investment objective by primarily lending to and investing in the debt of privately-owned U.S. middle market companies, which we define as companies with annual revenue between $50 million and $2.5 billion. We expect that at least 70% of our portfolio of investments will consist primarily makes structuredof syndicated senior secured first lien loans, syndicated senior secured second lien loans, and to a lesser extent, subordinated debt, and that up to 30% of our portfolio of investments will consist of other securities, including private equity (both common and preferred), dividend-paying equity, royalties, and the equity and junior debt investments in smalltranches of a type of pools of broadly syndicated loans known as collateralized loan obligations ("CLOs"), which we also refer to mid-sized private U.S. companies. Structured equity refers to derivative investment products, including convertibleas subordinated structured notes and warrants, designed to facilitate highly customized risk-return objectives.("SSNs"). Pursuant to theour Articles of Incorporation, as amended, restated and supplemented, the Company is authorized to issue 75,000,000 shares of common stock with a par value of $0.001 per share. Additionally, the Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.001 per share. The Company is currently offeringpreviously offered for sale a maximum of $300,000,000 of shares of common stock on a “best efforts” basis pursuant to a registration statement on Form N-2 filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended, that was dated and became effective on October 27, 2020 (the “Offering”). The Company's initial registration statement on Form N-2 was declared effective on September 4, 2012 and the Company commenced the Offering on such date. On June 25, 2014, the Company met its minimum offering requirement of $2,500,000 and released all shares held in escrow.

The On and effective February 19, 2021, the Company invests either alone or togetherterminated the Offering and, as a result, the Company's Amended and Restated Dealer Manager Agreement, dated August 6, 2020, with other private equity sponsors.Triton Pacific Securities, LLC ("TPS") terminated in accordance with its terms and TPS ceased serving as the Company's dealer manager effective as of such date. The Company is engaged in discussions with and due diligence of other firms to potentially serve in the future capacity as the Company’s dealer manager regarding potential future capital raises of the Company.                                                                                                        


On March 31, 2019, Pathway Capital Opportunity Fund, Inc. (“PWAY”) merged with and into us (the “Merger”). As the combined surviving company, we were renamed TP Flexible Income Fund, Inc. (we were formerly known as Triton Pacific Investment Corporation, Inc. (“TPIC”)). In connection with the Merger, Prospect Flexible Income Management, LLC ("PFIM"), an externally managed, non-diversified closed-endaffiliate of PWAY, became our investment company that has electedadviser, and Prospect Administration LLC (the "Administrator"), an affiliate of PFIM and our new investment advisor, Prospect Capital Management L.P. (the "Adviser"), became our administrator.

Although PWAY merged into us in connection with the Merger, PWAY is considered the accounting survivor of
the Merger and its historical financial statements are included and discussed in this report. The Company adopted PWAY’s fiscal year end of June 30. The Merger was a tax free business combination. Consistent with tax free business combinations of investment companies, for financial reporting purposes, the reverse merger accounting was recorded at fair value; however, the cost basis of the investments received from TPIC was carried forward to bealign ongoing financial reporting of the Company’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Further, the components of net assets of the Company reflect the combined components of net assets of both PWAY and TPIC.

For financial reporting purposes, the Merger was treated as a business development company, or BDC, underrecapitalization of PWAY followed by the reverse acquisition of
TPIC by PWAY for a purchase price equivalent to the fair value of TPIC’s net assets.

In accordance with the accounting and presentation for reverse acquisitions, the historical financial statements of the Company,
prior to the date of the Merger reflect the financial positions and results of operations of PWAY, with the exception of the
components of net assets described above, with the results of operations of TPIC being included commencing on April 1, 2019.

On and effective August 5, 2020, the Company changed its name to Prospect Flexible Income Fund, Inc. from TP Flexible Income Fund, Inc. by filing Articles of Amendment to its Fourth Articles of Amendment and Restatement, as amended and supplemented. See "Note 14 - Subsequent Events" for information regarding the Company's subsequent name change.

On April 20, 2021, we entered into an investment advisory agreement (the "Investment Advisory Agreement") with the Adviser, which was approved by our Board of Directors, including by all of the directors who are not “interested persons” (as defined in the 1940 Act). Our stockholders approved the Investment Company ActAdvisory Agreement at a Special Meeting of 1940, orStockholders
13

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
held on March 31, 2021. The Investment Advisory Agreement replaces our prior investment advisory agreement, dated March 31, 2019 (the “Former Investment Advisory Agreement”), with PFIM, our former investment adviser, which terminated effective April 20, 2021. The Investment Advisory Agreement is identical in all material respects to the Company Act.Former Investment Advisory Agreement, except for its date of effectiveness, term and the Adviser serving as our investment adviser instead of PFIM. As a BDC,such, the Company is required to comply with certain regulatory requirements. The Company has electedFormer Investment Advisory Agreement and the Investment Advisory Agreement contain the same terms, provisions, conditions and fee rates, and provide for the same management services to be treated for U.S. federal income tax purposes,conducted by the Adviser as were conducted by PFIM. On November 5, 2021, we amended and intendsrestated the Investment Advisory Agreement (the “Amended and Restated Advisory Agreement”) to annually qualifyreduce the advisory fees payable thereunder, effective as a regulated investment company, or RIC, under Subchapter Mof January 1, 2022 and until the one year anniversary of the Internal Revenue codelisting of 1986,our common stock on a national securities exchange. The Amended and Restated Advisory Agreement was unanimously approved by our Board of Directors, including by all of the directors who are not “interested persons” (as defined in the 1940 Act), and became effective on January 1, 2022. Until such effective date, the advisory fees payable to the Adviser were as amended, or the Code. The Company has one wholly-owned subsidiary through which it holds interestset forth in a non-controlled, affiliated portfolio company. The consolidated financial statements include both the Company’s accounts and the accounts of its wholly-owned subsidiary. All significant intercompany transactions have been eliminated in consolidation. The Company’s consolidated subsidiary is subject to U.S. federal and state income taxes. No taxes were accrued or paid by the wholly-owned subsidiary for the three and nine months ended September 30, 2017 and 2016.

Triton Pacific Adviser, LLC (“Adviser”) serves as the Investment AdviserAdvisory Agreement. See “Note 4 - Related Party Transactions and TFA Associates, LLC (“TFA”) serves as the Administrator. Each of these entities are affiliated with Triton Pacific Group, Inc., a private equity investment management firm, and its subsidiary Triton Pacific Capital Partners, LLC, a private equity investment fund management company, each focused on debt and equity investmentsArrangements - Investment Advisory Agreement” for small to mid-sized private companies.

additional information.

The Adviser was formed in Delaware as a private investment management firm and is registered as an investment adviser with the Securities and Exchange Commission (“SEC”)SEC under the Investment Advisers Act of 1940, as amended, or the Advisers Act. The Adviser oversees the management of the Company’sour activities and is responsible for making the investment decisions with respect to our investment portfolio, subject to the oversight of our board of directors.

On May 16, 2019, we formed a wholly-owned subsidiary TP Flexible Funding, LLC (the “SPV”), a Delaware limited liability company and a bankruptcy remote special purpose entity, which holds certain of our portfolio loan investments that are used as collateral for the portfolio.

revolving credit facility at the SPV. This subsidiary has been consolidated since operations commenced. On and effective August 5, 2020, the Company changed the name of the SPV to Prospect Flexible Funding, LLC.


In the opinion of management, the unaudited financial results included herein contain all adjustments, consisting solely of normal accruals, considered necessary for the fair statement of the results for the interim period included herein. The interim consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2021, as filed with the Securities and Exchange Commission (“SEC”).

NOTE 2 – SUMMARY OF- SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation.ThesePresentation and Consolidation. The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the requirements for interim financial information, including accounting for investment companies underreporting on Form 10-Q, ASC Topic946, Financial Services - Investment Companies (“ASC 946”), and Articles 6, 10 and 12 of Regulation S-X. Under the 1940 Act, ASC 946, and the rules and regulations pursuant to Article 6 of the Securities and Exchange Commission for interim financial statements. TheseRegulation S-X, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services to benefit us. Our consolidated financial statements reflect all adjustmentsinclude the accounts of FLEX and accruals of a normal recurring nature that,the SPV. All intercompany balances and transactions have been eliminated in consolidation. 
Reclassifications. Certain reclassifications have been made in the opinionpresentation of management, are necessarily indicative of results expected for any future period. These interim, unauditedprior consolidated financial statements and relatedaccompanying notes should be read in conjunction withto conform to the financial statementspresentation as of and related notes included in the Company’s annual report on Form 10-K for the yearsix months ended December 31, 2016.2021.

Management Estimates and Assumptions.The preparation of unauditedthe consolidated financial statements in conformityaccordance with GAAP requires managementus to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenuesincome, expenses, and expensesgains and losses during the reportingreported period. ActualChanges in the economic environment, financial markets, creditworthiness of the issuers of our investment portfolio and any other parameters used in determining these estimates could cause actual results to differ, and these differences could differ from those estimates.be material.

10

Table of Contents

Cash.All cash balances are maintained with high credit quality financial institutions which are members of the Federal Deposit Insurance Corporation. The Company maintains cash balances thatCorporation ("FDIC"). Cash held at financial institutions, at times, may exceed federallythe FDIC insured limits.limit.

Valuation of Portfolio Investments.The Company determines the net assetfair value of its investment portfolio each quarter. Securities that are publicly-traded are valued atAs a BDC, and in accordance with the reported closing price on the valuation date. Securities that are not publicly-traded are valued at1940 Act, we fair value as determinedour investment portfolio on a quarterly basis, with any unrealized gains and losses reflected in good faith by the Company’s boardnet increase (decrease) in net assets resulting from operations on our Consolidated Statement of directors. In connection with that determination, the Adviser provides the Company’s board of directors with portfolio company valuations which are based on relevant inputs which may include indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and also may include valuations prepared by third-party valuation services.Operations

Accounting Standards Codification Topic 820,Fair Value Measurements and Disclosure, or ASC Topic 820, issued by the Financial Accounting Standards Board, clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities where there is little or no activity in the market; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

With respect to investments for which market quotations are not readily available, the Company undertakes a multi-step valuation process each quarter, as described below:

the Company’s quarterly valuation process begins with the Adviser’s management team providing a preliminary valuation of each portfolio company or investment to the Company’s board of directors, which valuation may be obtained from an independent valuation firm or Adviser, if applicable;
preliminary valuation conclusions are then documented and discussed with the Company’s board of directors;
the Company’s board of directors reviews the preliminary valuation and the Adviser’s management team, together with its independent valuation firm, if applicable, responds and supplements the preliminary valuation to reflect any comments provided by the board of directors; and
the Company’s board of directors discusses valuations and determines the fair value of each investment in the Company’s portfolio in good faith based on various statistical and other factors, including the input and recommendation of the Adviser and any third-party valuation firm, if applicable.

Determination of fair value involves subjective judgments and estimates. Accordingly, these notes to the Company’s financial statements refer to the uncertainty with respect to the possible effect of such valuations and any change in such valuations on the Company’s financial statements. Below is a description of factors that the Company’s board of directors may consider when valuing the Company’s debt and equity investments.

Valuation of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing interest rates for like securities, expected volatility in future interest rates, call features, put features and other relevant terms of the debt. For investments without readily available market prices, the Company may incorporate these factors into discounted cash flow models to arrive at fair value. Other factors that the Company’s board of directors may consider include the borrower’s ability to adequately service its debt, the fair market value of the portfolio company in relation to the face amount of its outstanding debt and the quality of collateral securing the Company’s debt investments. The determination of fair market value for the equity positions were determined by considering, among other factors, various income scenarios and multiples of earnings before interest, taxes, depreciation and amortization, or EBITDA, cash flows, net income, revenues, waterfall and liquidation priority and market comparables, book value multiples, economic profits and portfolio multiples.

11

Table of Contents

. The fair values of the Company’s investments are determined in good faith by the Company’s board of directors. The Company’s board of directors is solely responsible for the valuation of the Company’s portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy and consistently applied valuation process.

Revenue Recognition.Security transactions

14

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
In connection with that determination, the Adviser provides the Company’s board of directors with portfolio company valuations which are accountedbased on relevant inputs which may include indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and valuations prepared by third-party valuation services.
We follow guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which classifies the inputs used to measure fair values into the following hierarchy:
Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.
Level 2. Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in an inactive market, or other observable inputs other than quoted prices.
Level 3. Unobservable inputs for the asset or liability.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.
Securities that are publicly-traded are valued at the reported closing price on the valuation date. Securities traded in the over-the-counter market are valued by an independent pricing agent or more than one principal market maker, if available, otherwise a principal market maker or a primary market dealer. We value over-the-counter securities by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which were provided by an independent pricing agent and screened for validity by such service.
When market quotations are not readily available or when such market quotations are deemed not to represent fair value, our board of directors has approved a multi-step valuation process for each quarter, as described below, and such investments are classified in Level 3 of the fair value hierarchy:
1.    Each portfolio company or investment is reviewed by investment professionals of the Adviser with the independent valuation firms engaged by our board of directors.
2.    The independent valuation firms prepare independent valuations based on their own independent assessments and issue their reports.
3.    The audit committee of our board of directors (the “Audit Committee”) reviews and discusses with the independent valuation firms the valuation reports, and then makes a recommendation to our board of directors of the value for each investment.
4.    Our board of directors discusses valuations and determines the fair value of such investments in our portfolio in good faith based on the input of the Adviser, the respective independent valuation firms and the Audit Committee.

Certain of our non-CLO investments are classified as Level 3 fair value measured securities under ASC 820 and are valued utilizing broker quotes, yield technique, enterprise value (“EV”) technique, net asset value technique, liquidation technique, discounted cash flow technique, expected recovery, or a combination of techniques, as appropriate. The yield technique uses loan spreads for loans and other relevant information implied by market data involving identical or comparable assets or liabilities. Under the EV technique, the EV of a portfolio company is first determined and allocated over the portfolio company’s securities in order of their preference relative to one another (i.e., “waterfall” allocation). To determine the EV, we typically use a market (multiples) valuation approach that considers relevant and applicable market trading data of guideline public companies, transaction metrics from precedent merger and acquisitions transactions, and/or a discounted cash flow technique. The net asset value technique, an income approach, is used to derive a value of an underlying investment by dividing a relevant earnings stream by an appropriate capitalization rate. The liquidation technique is intended to approximate the net recovery value of an investment based on, among other things, assumptions regarding liquidation proceeds based on a hypothetical liquidation of a portfolio company’s assets. The discounted cash flow technique converts future cash flows or earnings to a range of fair values from which a single estimate may be derived utilizing an appropriate discount rate. The fair value measurement is based on the net present value indicated by current market expectations about those future amounts.
The types of factors that are taken into account in fair value determination include, as relevant, market changes in expected returns for similar investments, performance improvement or deterioration, security covenants, call protection provisions, and information rights, the nature and realizable value of any collateral, the issuer’s ability to make payments and its earnings and cash flows, the principal markets in which the issuer does business, publicly available financial ratios of peer companies, comparisons to traded securities, the principal market, enterprise values, and other relevant factors.
15

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
Our investments in CLOs are classified as Level 3 fair value measured securities under ASC 820 and are valued using a discounted multi-path cash flow model. The CLO structures are analyzed to identify the risk exposures and to determine an appropriate call date (i.e., expected maturity). These risk factors are sensitized in the multi-path cash flow model using Monte Carlo simulations, which is a simulation used to model the probability of different outcomes, to generate probability-weighted (i.e., multi-path) cash flows from the underlying assets and liabilities. These cash flows are discounted using appropriate market discount rates, and relevant data in the CLO market as well as certain benchmark credit indices are considered, to determine the value of each CLO investment. In addition, we generate a single-path cash flow utilizing our best estimate of expected cash receipts, and assess the reasonableness of the implied discount rate that would be effective for the value derived from the multi-path cash flows. We are not responsible for and have no influence over the asset management of the portfolios underlying the CLO investments we hold, as those portfolios are managed by non-affiliated third-party CLO collateral managers. The main risk factors are default risk, prepayment risk, interest rate risk, downgrade risk, and credit spread risk.
Valuation of Other Financial Assets and Financial Liabilities.
ASC 825, Financial Instruments, specifically ASC 825-10-25, permits an entity to choose, at specified election dates, to measure eligible items at fair value (the "Fair Value Option"). We have not elected the Fair Value Option to report selected financial assets and financial liabilities. See Note 10 for the disclosure of the fair value of our outstanding debt and the market observable inputs used in determining fair value.
Investment Risks
Our investments are subject to a variety of risks. Those risks include the following:
Market Risk
Market risk represents the potential loss that can be caused by a change in the fair value of the financial instrument.
Credit Risk
Credit risk represents the risk that we would incur if the counterparties failed to perform pursuant to the terms of their agreements with us.
Credit Spread Risk
Credit spreads risk represents the risk that with higher interest rates comes a higher risk of defaults.
Default Risk
Default risk is the risk that a borrower will be unable to make the required payments on their debt obligation.
Downgrade Risk
Downgrade risk results when rating agencies lower their rating on a bond which are usually accompanied by bond price declines.
Liquidity Risk
Liquidity risk represents the possibility that we may not be able to rapidly adjust the size of our investment positions in times of high volatility and financial stress at a reasonable price.
Interest Rate Risk
Interest rate risk represents a change in interest rates, which could result in an adverse change in the fair value of an interest-bearing financial instrument.
Prepayment Risk
Many of our debt investments allow for prepayment of principal without penalty. Downward changes in interest rates may cause prepayments to occur at a faster than expected rate, thereby effectively shortening the maturity of the security and making us less likely to fully earn all of the expected income of that security and reinvesting in a lower yielding instrument.
Structured Credit Related Risk
CLO investments may be riskier and less transparent to us than direct investments in underlying companies. CLOs typically will have no significant assets other than their underlying senior secured loans. Therefore, payments on CLO investments are and will be payable solely from the cash flows from such senior secured loans.
16

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
Investment Classification. We are a non-diversified company within the meaning of the 1940 Act. As required by the 1940 Act, we classify our investments by level of control. As defined in the 1940 Act, “Control Investments” are those where there is the ability or power to exercise a controlling influence over the management or policies of a company. Control is generally deemed to exist when a company or individual possesses or has the right to acquire within 60 days or less, a beneficial ownership of more than 25% of the voting securities of an investee company. Under the 1940 Act, “Affiliate Investments” are defined by a lesser degree of influence and are deemed to exist through the possession outright or via the right to acquire within 60 days or less, beneficial ownership of 5% or more of the outstanding voting securities of another person. “Non-Control/Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments.
As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). As of December 31, 2021 and June 30, 2021, our qualifying assets as a percentage of total assets, stood at 84.93% and 83.77%, respectively.
Investment Transactions. Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains or losses related to that instrument. Specifically, we record all security transactions on a trade date. The Company records interestdate basis. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Amounts for investments traded but not yet settled are reported in Payable for investments purchased and Receivable for investments sold on the Consolidated Statements of Assets and Liabilities.
Revenue Recognition. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis tobasis. Accretion of such purchase discounts or amortization of such premiums is calculated using the extent it expects to collect such amounts.effective interest method as of the settlement date and adjusted only for material amendments or prepayments. Upon the prepayment of a loan or bond, any unamortized discount or premium is recorded as interest income. The Company records dividend income on the ex-dividend date. The Company does not accrue as a receivable interest or dividends on loans and securities if it has reason to doubt its ability to collect such income. Loans are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Unpaid accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans are either applied to the cost basis or interest income, depending upon management’s judgment of the collectibility of the loan receivable. Non-accrual loans are restored to accrual status when past due principal and interest is paid and in management’s judgment, is likely to remain current and future principal and interest collections when due are probable. Interest received and applied against cost while a loan is on non-accrual, and PIK interest capitalized but not recognized while on non-accrual, is recognized prospectively on the effective yield basis through maturity of the loan when placed back on accrual status, to the extent deemed collectible by management. During the three months and six months ended December 31, 2021, the Company did not have any loans on non-accrual status. During the three months and six months ended December 31, 2020, the Company had two loans on non-accrual status. Loan origination fees original issue discount and market discount are capitalized and the Company amortizesaccretes such amounts as interest income over the respective term of the loan or security.security, using the effective interest method. Upon the prepayment of a loan or security, any unamortized loan origination fees and original issue discount are recorded as interest income. Upfront structuring fees are recorded as fee income when earned. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.

Paid-In-Kind Interest.
Some of our loans and other investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, we capitalize the accrued interest (reflecting such amounts in the basis as additional securities received). PIK generally becomes due at maturity of the investment or upon the investment being called by the issuer. At the point that we believe PIK is not fully expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are reversed from the related receivable through interest or dividend income, respectively. We do not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if we believe that PIK is expected to be realized.
Interest income from investments in Structured Subordinated Notes (typically preferred shares, income notes or subordinated notes of CLO funds) is recorded based on an estimation of an effective yield to expected maturity utilizing assumed future cash flows in accordance with ASC 325-40, Beneficial Interest in the Securitized Financial Assets. The companyCompany monitors the expected cash inflows from CLO equity investments, including the expected residual payments, and the estimated effective yield is determined and updated periodically.
Due from and to Adviser. Amounts due from PFIM and the Adviser are for amounts waived under the Former ELA and New ELA, respectively (as such terms are defined in Note 4) and amounts due to applicable investment parties are for base management fees, incentive fees, operating expenses paid on our behalf and offering and organization expenses paid on our
17

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
behalf. As of December 31, 2021 and June 30, 2021, the due from and due to Adviser balances were presented net on the Consolidated Statements of Assets and Liabilities. All balances due from and to the Adviser are settled quarterly.
Payment-In-Kind Interest. The Company has certain investments in its portfolio that contain a payment-in-kind (“PIK”)PIK interest provision, which represents contractual interest or dividends that are added to the principal balance and recorded as income. For the three months ended September 30, 2017December 31, 2021 and 2016,2020, PIK interest included in interest income included $0totaled $193 and $9,540 of PIK interest,$7,647, respectively. For the ninesix months ended September 30, 2017December 31, 2021 and 2016,2020, PIK interest included in interest income included $19,488totaled $385 and $27,994 of PIK interest,$15,155, respectively. The Company stops accruing PIK interest when it is determined that PIK interest is no longer collectible. As of July 1, 2017, the Company has stopped accruing PIK interest on the subordinated convertible note made by Javlin Financial LLC. To maintain RIC tax treatment, and to avoid corporate tax, substantially all of this income must be paid out to the stockholders in the form of distributions, even though the Company has not yet collected the cash.

Offering Costs and Expenses. The Company will incur certain costs and expenses in connection with registering to sell shares of its common stock. These costs and expenses principally relate to certain costs and expenses for advertising and sales, printing and marketing costs, professional and filing fees. Offering costs incurred by the Company were capitalized to deferred offering costs on the Consolidated Statements of Assets and Liabilities and amortized to expense over the 12 month period following such capitalization on a straight line basis prior to the termination of the Offering. As of April 1, 2021 and following the termination of the offering, all offering costs are expensed as incurred.
Dividends and Distributions. Dividends and distributions to common stockholders are recorded on the record date. The amount, if any, to be paid as a monthly dividend or distribution is approved by our board of directors quarterly and generally depends on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as our board of directors deems relevant from time to time. Net realized capital gains, if any, are distributed at least annually. Our distributions may exceed our earnings, and therefore, portions of the distributions that we make may be a return of the money originally invested an represent a return of capital distribution to shareholders for tax purposes.
Financing Costs. We record origination expenses related to our Revolving Credit Facility as deferred financing costs. These expenses are deferred and amortized as part of interest expense using the straight-line method over the stated life of the obligation of our Revolving Credit Facility. (See Note 10 for further discussion.)
Per Share Information. Net increase or decrease in net assets resulting from operations per share is calculated using the weighted average number of common shares outstanding for the period presented. As of December 31, 2021 and June 30, 2021, there were no issued convertible securities. (See Note 11 for further discussion.)
Net Realized Gains or Losses, and Net Change in Unrealized AppreciationGains or Depreciation.Losses. Gains or losses on the sale of investments are calculated by using the specific identification method. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses when gains or losses are realized.

Capital Gains Incentive Fees. The Company has entered into an investment advisory agreement with the Adviser dated as of July 27, 2012. Pursuant to the terms of the investment advisory agreement, the Incentive Fee shall be determinedFederal and payable in arrears as of the end of each quarter, upon liquidation of the Company or upon termination of this Agreement, as of the termination date, and shall equal 20.0% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the end of each quarter, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Incentive Fees. There was no fee earned for the three months ended September 30, 2017. The fee for the nine months ended September 30, 2017 was ($334), of which ($13,124) was for Incentive Fees calculated on unrealized gains.

For purposes of calculating the foregoing: (1) the calculation of the Incentive Fee shall include any capital gains that result from cash distributions that are treated as a return of capital; (2) any such return of capital shall be treated as a decrease in the Company’s cost basis of an investment; and (3) all fiscal year-end valuations shall be determined by the Company in accordance with generally accepted accounting principles, applicable provisions of the Company Act (even if such valuation is made prior to the date on which the Company has elected to be regulated as a BDC) and the Company’s pricing procedures. In determining the Incentive Fee payable to the Adviser, the Company will calculate the aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as applicable, with respect to each of the investments in its portfolio. For this purpose, aggregate realized capital gains, if any, will equal the sum of the differences between the net sales price of each investment, when sold, and the original cost of such investment since inception. Aggregate realized capital losses will equal the sum of the amounts by which the net sales price of each investment, when sold, is less than the cost of such investment since inception. Aggregate unrealized capital depreciation will equal the sum of the difference, if negative, between the valuation of each investment as of the applicable date and the original cost of such investment. At the end of the applicable period, the amount of capital gains that serves as the basis for the Company’s calculation of the Incentive Fees will equal the aggregate realized capital gains less aggregate realized capital losses and less aggregate unrealized capital depreciation with respect to its portfolio of investments. If this number is positive at the end of such period, then the Incentive Fees for such period will be equal to 20% of such amount, less the aggregate amount of any Incentive Fees paid in respect of its portfolio in all prior periods.

12

Table of Contents

Offering Costs.The Company will incur certain expenses in connection with registering to sell shares of its common stock in connection with the Offering. These costs principally relate to professional and filing fees. Upon recognition or repayment to the Adviser of these costs, they will be capitalized as deferred offering expenses and then subsequently expensed over a 12-month period. The Adviser may reimburse the Company for all or part of these amounts pursuant to the Expense Support and Conditional Reimbursement Agreement (“Expense Reimbursement Agreement”) discussed below. As of September 30, 2017, and December 31, 2016, $3,314,687 and $2,765,662, respectively, of offering costs have been reclassified and included as part of the Expense Reimbursement Agreement and accordingly included in Reimbursement due from the Adviser.

Distributions.Distributions to the Company’s stockholders are recorded as of the record date. Subject to the discretion of the Company’s board of directors and applicable legal restrictions, the Company intends to authorize and declare ordinary cash distributions on a monthly basis and pay such distributions on a monthly basis.

State Income Taxes.The Company has elected to be treated for federal income tax purposes, and intends to annually qualify thereafter, as a regulated investment company (“RIC”) under Subchapter M of the Code. Generally,Internal Revenue Code of 1986, as amended (the “Code”), and intends to continue to comply with the requirements of the Code applicable to RICs. As a RIC, the Company is exempt from federal income taxes if it distributesrequired to distribute at least 90% of “Investment Company Taxable Income,” as defined in the Code, each year. Dividends paid up to 8.5 months after the current tax year can be carried back to the prior tax year for determining the dividends paid in such tax year. The Companyits investment company taxable income and intends to distribute sufficient(or retain through a deemed distribution) all of its investment company taxable income and net capital gain to stockholders; therefore, the Company has made no provision for income taxes. The character of income and gains that the Company will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified to maintain its RIC status each year. Thepaid-in capital.

If the Company is also subject to nondeductible federal excise taxes if it does not distribute (or is not deemed to have distributed) at least 98% of netits annual ordinary income and 98.2% of its net capital gaingains in the calendar year earned, it will generally be required to pay an excise tax equal to 4% of the amount by which 98% of its annual ordinary income and 98.2% of its capital gains exceeds the distributions from such taxable income for the year. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, it accrues excise taxes, if any, andon estimated excess taxable income. As of December 31, 2021, the Company does not expect to have any recognized and undistributedexcise tax due for the 2021 calendar year. Thus, the Company has not accrued any excise tax for this period.
If the Company fails to satisfy the annual distribution requirement or otherwise fails to qualify as a RIC in any taxable year, it would be subject to tax on all of its taxable income from prior years for which it paid no federal excise tax.at regular corporate income tax rates. The Company willwould not be able to deduct distributions to stockholders, nor would it be required to make distributions. Distributions would generally endeavor eachbe taxable to the Company’s individual and other non-corporate taxable stockholders as ordinary dividend income eligible for the reduced
18

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
maximum rate applicable to qualified dividend income to the extent of its current and accumulated earnings and profits, provided certain holding period and other requirements are met. Subject to certain limitations under the Code, corporate distributions would be eligible for the dividends-received deduction. To qualify again to be taxed as a RIC in a subsequent year, to avoid any federal excise taxes.

GAAP requires management to evaluate tax positions taken by the Company would be required to distribute to its shareholders its accumulated earnings and recognize a tax liabilityprofits attributable to non-RIC years. In addition, if the Company has taken anfailed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, it would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years.

The Company follows ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service or other tax authorities. Management has analyzed the tax positions taken byshould be recognized, measured, presented, and disclosed in the Company, and has concluded that asconsolidated financial statements. ASC 740 requires the evaluation of September 30, 2017 and 2016, there are no uncertaintax positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. Thecourse of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. As of December 31, 2021, the Company isdid not record any unrecognized tax benefits or liabilities. Management’s determinations regarding ASC 740 may be subject to routine auditsreview and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although the Company files both federal and state income tax returns, its major tax jurisdiction is federal. The Company’s federal tax returns for the tax years ended December 31, 2018 and thereafter remain subject to examination by the Internal Revenue Service or other tax authorities, generally for three years after the tax returns are filed; however, there are currently no audits for any tax periods in progress.

Service.

Recent Accounting Pronouncements.Pronouncements

In January 2016,March 2020, the FASB issued ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition2020-04, Reference Rate Reform. The amendments in ASU 2020-04 provide optional expedients and Measurement of Financial Assetsexceptions for applying GAAP to contracts, hedging relationships, and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 retains many current requirements for the classification and measurement of financial instruments; however, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation ofother transactions affected by reference rate reform if certain fair value changes for financial liabilities measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. This guidancecriteria are met. The standard is effective for annual and interim periods beginning afteras of March 12, 2020 through December 15, 2017, and early adoption is not permitted for public business entities.31, 2022. Management is currently evaluating the impact these changesof the optional guidance on the Company's consolidated financial statements and disclosures. The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the three months and six months ended December 31, 2021.

SEC Disclosure Update and Simplification

In December 2020, the SEC adopted Rule 2a-5. The rule establishes a consistent, principles-based framework for boards of directors to use in creating their own specific processes in order to determine fair values in good faith. The effective date for compliance with Rule 2a-5 is September 8, 2022. The Company is evaluating the potential impact that the rule will have on the Company’s consolidated financial statements and disclosures.

13

statements.


Table of Contents

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarified the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarified the implementation guidance regarding performance obligations and licensing arrangements. The new standard will become effective for the Company on January 1, 2018, with early application permitted to the effective date of January 1, 2017. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. The guidance does not apply to revenue associated with financial instruments, including loans and notes that are accounted for under other U.S. GAAP. As a result, the Company does not expect the new revenue recognition guidance to have a material impact on the elements of its consolidated statements of operations, most closely associated with financial instruments, including realized gains, fees, interest and dividend income. The Company plans to adopt the revenue recognition guidance in the first quarter of 2018. The Company’s implementation efforts include the identification of revenue within the scope of the guidance, as well as the evaluation of revenue contracts and related accounting policies. While the Company has not yet identified any material changes in the timing of revenue recognition, the Company’s review is ongoing, and it continues to evaluate the presentation of certain contract costs.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The ASU further clarifies how the predominance principle should be applied to cash receipts and payments relating to more than one class of cash flows. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2017. The ASU is to be applied retrospectively for each period presented. The Company is currently evaluating the impact this ASU will have on the Company’s consolidated statement of cash flows.

NOTE 3 - SHARE TRANSACTIONS

Below is a summary of transactions with respect to shares of the Company’s common stock of FLEX during the ninethree months and six months ended September 30, 2017December 31, 2021:
Three Months Ended December 31, 2021Six Months Ended December 31, 2021
FLEX Class A Common SharesFLEX Class A Common Shares
SharesAmountSharesAmount
Shares issued through reinvestment of distributions20,627 170,541 44,411 369,886 
Repurchase of common shares(24,286)(200,121)(48,367)(400,716)
Net increase/(decrease) from capital transactions(3,659)$(29,580)(3,956)$(30,830)
Below is a summary of transactions with respect to shares of common stock of FLEX during the three months and 2016:

  Nine months ended September 30, 
  2017  2016 
  Shares  Amount  Shares  Amount 
Gross proceeds from Offering  362,028.61  $5,320,227   341,456.57  $5,109,288 
Reinvestment of Distributions  16,105.02   214,336   11,178.05   155,067 
Commissions and Dealer Manager Fees     (502,640)     (438,556)
Net Proceeds to Company from Share Transactions  378,133.63  $5,031,923   352,634.62  $4,825,798 

six months ended December 31, 2020:

19

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
Three Months Ended December 31, 2020Six Months Ended December 31, 2020
FLEX Class A Common SharesFLEX Class A Common Shares
SharesAmountSharesAmount
Shares issued3,318 $30,000 31,133 $281,000 
Shares issued through reinvestment of distributions23,548 200,357 46,301 389,701 
Repurchase of common shares(26,986)(229,113)(55,772)(466,601)
Net increase/(decrease) from capital transactions(120)$1,244 21,662 $204,100 
Status of Continuous Public Offering

During the nine months ended September 30, 2017 and 2016, the Company sold 362,028.61 and 341,456.57 shares of common stock, respectively, for gross proceeds of approximately $5,320,227 and $5,109,288, at an average price per share of $14.70 and $14.96, respectively. The increase in Capital in excess of par during the nine months ended September 30, 2017 and 2016 include reinvested stockholder distributions of $214,336 and $155,067, respectively, for which the Company issued 16,105.02 and 11,178.05 shares of common stock, respectively.

The proceeds from the issuance of common stock pursuant to the Offering as presented on the accompanying statementsConsolidated Statements of changesChanges in net assetsNet Assets and statementsConsolidated Statements of cash flowsCash Flows are presented net of selling commissions and dealer manager feesfees. The table above is presented gross of $502,640selling commissions and $438,556dealer manager fees for the ninethree months and six months ended September 30, 2017December 31, 2021 and 2016, respectively.

14

2020. On and effective February 19, 2021, the Company terminated the Offering.

The respective net (decrease) increase from capital transactions during the three months and six months ended December 31, 2021 and 2020 also includes reinvested stockholder distributions as noted in the tables above.

Table of Contents

Share Repurchase Program

The Company intends to continue to conduct quarterly tender offers pursuant to its share repurchase program. The Company’s board of directors will consider the following factors, among others, in making its determination regarding whether to cause the Company to offer to repurchase shares of common stock and under what terms:

the effect of such repurchases on the Company’s qualification as a RIC (including the consequences of any necessary asset sales);

the liquidity of the Company’s assets (including fees and costs associated with disposing of assets);

the Company’s investment plans and working capital requirements;

the relative economies of scale with respect to the Company’s size;

the Company’s history in repurchasing shares of common stock or portions thereof; and

the condition of the securities markets.


•    the effect of such repurchases on the Company’s qualification as a RIC (including the consequences of any necessary asset sales);
•    the liquidity of the Company’s assets (including fees and costs associated with disposing of assets);
•    the Company’s investment plans and working capital requirements;
•    the relative economies of scale with respect to the Company’s size;
•    the Company’s history in repurchasing shares of common stock or portions thereof; and
•    the condition of the securities markets.
The Company currently intends to limit the number of shares of common stock to be repurchased during any calendar year to the number of shares of common stock it can repurchase with the proceeds it receives from the issuance of shares of common stock under its distribution reinvestment plan. At the discretion of the Company’s board of directors, the Company may also use cash on hand, cash available from borrowings and cash from the liquidation of securities investments as of the end of the applicable period to repurchase shares of common stock. In addition, the Company will limit the number of shares of common stock to be repurchased in any calendar year to 10% of the weighted average number of shares of common stock outstanding in the prior calendar year, or 2.5% in each calendar quarter, though the actual number of shares of common stock that the Company offers to repurchase may be less in light of the limitations noted above.

Our board of directors reserves the right, in its sole discretion, to limit the number of shares to be repurchased for each class by applying the limitations on the number of shares to be repurchased, noted above, on a per class basis. We further anticipate that we will offer to repurchase such shares on each date of repurchase at a price equal to 90% of the current net offering price or net asset value per share, as applicable, on each date of repurchase. If the amount of repurchase requests exceeds the number of shares we seek to repurchase, we will repurchase shares on a pro-rata basis. As a result, we may repurchase less than the full amount of shares that shareholdersstockholders submit for repurchase. If we do not repurchase the full amount of the shares that shareholdersstockholders have requested to be repurchased, or we determine not to make repurchases of our shares, shareholdersstockholders may not be able to dispose of their shares. Any periodic repurchase offers will be subject in part to our available cash and compliance with the Company1940 Act.

Special Repurchase Offer                                                        

At the 2019 Annual Meeting of TPIC's stockholders (the "2019 Annual Meeting"), TPIC’s stockholders approved a proposal allowing us to modify our asset coverage ratio requirement from 200% to 150%. Because our securities are not listed on a national securities exchange, pursuant to the requirements of the Small Business Credit Availability Act (the "SBCAA") we were required to conduct four quarterly tender offers (the "Special Repurchase Offer" or "Special Repurchase Offers") that, taken together, allowed all of the former stockholders of TPIC (the "Eligible Stockholders") as of March 15, 2019, the date of the 2019 Annual Meeting, to have those shares that such Eligible Stockholders held as of that date to be repurchased by us. PWAY stockholders who became our stockholders in connection with the Merger were not eligible to participate in these Special Repurchase Offers. In addition, shares of our common stock acquired after the date of the 2019 Annual Meeting were
20

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
not eligible for repurchase in these Special Repurchase Offers. These Special Repurchase Offers were separate and apart from our share repurchase program discussed above.
The following table providesSpecial Repurchase Offer consisted of four quarterly tender offers, the first of which occurred in the second calendar quarter of 2019, the second of which occurred in the third calendar quarter of 2019, the third of which occurred in the fourth calendar quarter of 2019 and the last of which occurred in the first calendar quarter of 2020. Each of the four tender offers that were part of the Special Repurchase Offer allowed the Eligible Stockholders to tender for repurchase up to 25% of their shares held as of the date of the 2019 Annual Meeting.  The repurchase price for any shares tendered during the Special Repurchase Offer was equal to the net asset value per share of our common stock as of the date of each such repurchase.   
In connection with each tender offer that was part of the Special Repurchase Offer, we provided notice to all Eligible Stockholders describing the terms of the Special Repurchase Offer and other information concerningsuch Eligible Stockholders should consider in deciding whether to tender their shares to us in the Company’s repurchaseSpecial Repurchase Offer. These documents are available on our website at www.prospectsustainablebdc.comEach Eligible Stockholder had not less than 20 business days from the date of that notice to elect to tender their shares back to us.
The payment for the eligible shares that were tendered in each Special Repurchase Offer was paid promptly at the end of the applicable Special Repurchase Offer in accordance with the 1940 Act. At the discretion of our board of directors, we used cash on hand, cash available from borrowings, cash available from the issuance of new shares of our common stock and cash from the sale of our investments to fund the aggregate purchase price payable as a result of any Special Repurchase Offer.

Below is a summary of transactions with respect to shares of common stock during the nine months ended September 30, 2017 and 2016:

For the Three Months Ended  Repurchase Date Shares Repurchased  Percentage of Shares Tendered That Were Repurchased  Repurchase Price Per Share  Aggregate Consideration for Repurchased Shares 
Fiscal 2017                   
September 30, 2016  July 15, 2016  8,482.60   50% $13.80  $117,060 
December 31, 2016  October 14, 2016  8,482.60   48% $13.80  $117,060 
March 31, 2017  January 20, 2017  8,482.60   27% $13.87  $117,654 
June 30, 2017  May 12, 2017  1,936.81   6% $13.55  $26,243 
September 30, 2017  September 25, 2017  5,968.22   9% $12.30  $73,409 
      16,387.63   12% $13.26  $217,306 

For the Three Months Ended  Repurchase Date Shares
Repurchased
  Percentage of
Shares Tendered
That Were
Repurchased
  Repurchase
Price Per
Share
  Aggregate
Consideration for Repurchased
Shares
 
Fiscal 2017                   
September 30, 2016  July 15, 2016  8,482.60   50% $13.80  $117,060 

15

each tender offer:

Quarterly Offer Date Repurchase Effective DateShares
Repurchased
Percentage of Shares
Tendered That Were
Repurchased
Repurchase Price
Per Share
Aggregate
Consideration for
Repurchased Shares 
Three months ended December 31, 2021
December 31, 2021November 4, 202124,287 11 %$8.24 $200,121 
Total for the three months ended December 31, 202124,287 $200,121 
Six months ended December 31, 2021
December 31, 2021November 4, 202124,287 11 %$8.24 $200,121 
September 30, 2021August 2, 202124,081 10 %$8.33 $200,595 
Total for the six months ended December 31, 202148,368 $400,716 
Year ended June 30, 2021
September 30, 2020July 22, 202028,786 44 %$8.25 $237,488 
December 31, 2020November 2, 202026,986 15 %$8.49 229,113 
March 31, 2021February 10, 202121,588 10 %$8.90 192,133 
June 30, 2021May 10, 202123,665 11 %$8.50 201,149 
Total for the year ended June 30, 2021101,025 $859,883 
Year ended June 30, 2020
September 30, 2019(1)
October 8, 201934,489 100 %$9.46 $326,262 
December 31, 2019(1)
December 27, 201951,715 100 %$8.91 460,786 
March 31, 2020February 21, 202019,743 12 %$10.70 211,246 
June 30, 2020(1)
April 14, 202052,987 100 %$8.05 426,546 
Total for the year ended June 30, 2020158,934 $1,424,840 
(1) Subsequent to the Merger on March 31, 2019, FLEX Class A common shares were tendered in a Special Repurchase Offer.

Table of Contents


21

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021

NOTE 4 - RELATED PARTY TRANSACTIONS AND ARRANGEMENTS

Administration Agreement
The Administrator, an affiliate of the Adviser, became the administrator for the Company pursuant to an administrative agreement, as amended and TFArestated as of June 17, 2019 (the "Administration Agreement"). The Administrator performs, oversees and their affiliates will receive compensationarranges for the performance of administrative services necessary for the operation of the Company. These services include, but are not limited to, accounting, finance and reimbursementlegal services. For providing these services, facilities and personnel, the Company reimburses the Administrator for services relating to our offeringthe Company’s actual and allocable portion of expenses and overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and the investment and managementCompany’s allocable portion of the costs of its assets.

Chief Financial Officer and Chief Compliance Officer and her staff. For the three months ended December 31, 2021 and 2020, allocation of overhead from the Administrator to the Company was $153,885 and $249,280, respectively. For the six months ended December 31, 2021 and 2020, allocation of overhead from the Administrator to the Company was $323,082 and $474,273, respectively. As of December 31, 2021 and June 30, 2021, $327,709 and $378,320, respectively, was payable to the Administrator by the Company.

Investment Advisory Agreement
In connection
On April 20, 2021, the Company entered into the Investment Advisory Agreement with the Offering, the Company has incurred registration, organization, operating and offering costs. Such costs have been advanced by the Adviser. As discussed below, the Company has entered into an Expense Reimbursement Agreement with its Adviser. For the period from inception through September 30, 2017, certain registration, organization, operating and offering costs have been accounted for under the Expense Reimbursement Agreement (see Expense Reimbursement Agreementbelow) and accordingly included in Reimbursement due from the Adviser, on the statements of financial position.

The table below, on a cumulative basis, discloses the components of the Reimbursement due from Adviser reflected on the Statements of Financial Position:

    
  September 30,  December 31, 
  2017  2016 
Operating Expenses $1,977,504  $1,896,657 
Offering Costs  3,314,687   2,765,662 
Due to related party offset  (4,619,337)  (4,213,469)
Reimbursements received from Adviser  (342,715)  (342,715)
Other amounts due to affiliates  448   448 
Total Reimbursement due from Adviser $330,587  $106,583 

Operating Expenses are the amounts reimbursed by the Adviser for our operating costs and offering costs are the cumulative amount of organizational and offering expenses reimbursed to us by the Adviser and subject to future reimbursement per the terms of our expense reimbursement agreement.

Due to related party offset represents the cash the Adviser paid directly for our operating and offering expenses and reimbursements received from sponsor are the amounts the Adviser paid in cash to us for reimbursement of our operating and offering costs.

The Company compensates the Adviser for investment services per an Investment Adviser Agreement (“Agreement”),which was unanimously approved by the Company’s board of directors, calculatedincluding by all of the directors who are not “interested persons” (as defined in the 1940 Act), on February 18, 2021, subject to stockholder approval of the Investment Advisory Agreement. The Company’s stockholders approved the Investment Advisory Agreement at a Special Meeting of Stockholders held on March 31, 2021.


The Investment Advisory Agreement replaced the Former Investment Advisory Agreement with PFIM, the Company's former investment adviser, which terminated effective April 20, 2021. The Investment Advisory Agreement is identical in all material respects to the Former Investment Advisory Agreement, except for its date of effectiveness, term and the Adviser serving as the sumCompany’s investment adviser instead of (1)PFIM. As such, the Former Investment Advisory Agreement and the Investment Advisory Agreement contain the same terms, provisions, conditions and fee rates, and provide for the same management services to be conducted by the Adviser as were conducted by PFIM.

On November 5, 2021, we amended and restated the Investment Advisory Agreement to reduce to reduce the advisory fees payable thereunder, effective as of January 1, 2022 and until the one year anniversary of the listing of our common stock on a national securities exchange (the “Listing Anniversary”), as further discussed below. The Amended and Restated Advisory Agreement was unanimously approved by our Board of Directors, including by all of the directors who are not “interested persons” (as defined in the 1940 Act), and became effective on January 1, 2022. Until such effective date, the advisory fees payable to the Adviser were as set forth in the Investment Advisory Agreement. The Amended and Restated Advisory Agreement has an initial two-year term and may be continued thereafter for successive one-year periods if such continuance is approved in the manner provided for under Section 15 of the 1940 Act.

Each of these investment advisory agreements is further discussed below.

Former Investment Advisory Agreement

Pursuant to the Former Investment Advisory Agreement, we paid PFIM a fee for investment advisory and management services consisting of a base management fee and an incentive fee. The cost of both the base management fee payable to PFIM and any incentive fees it earned would ultimately be borne by our stockholders.

Base Management Fee. The base management fee was calculated quarterly at 0.5%an annual rate of 1.75% (0.4375% quarterly) of our average total assets, which included any borrowings for investment purposes. For the first quarter of our operations following the Merger, the base management fee was calculated based on the average value of our total assets as of the Company’s average gross assetsdate of the Former Investment Advisory Agreement and at the end of the calendar quarter in which the date of the Former Investment Advisory Agreement fell, and was appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Subsequently, the base management fee was payable quarterly in arrears, and (2) anwas calculated based on the average value of our total assets at the end of the two most recently completed calendar quarters, and was appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Base management fees for any partial month or quarter was appropriately pro-rated. At PFIM’s option, the base management fee for any period could be deferred, without interest thereon, and paid to PFIM at any time subsequent to any such deferral as PFIM determined.
During the three months and six months ended December 31, 2021, there were no base management fees incurred by PFIM. The total base management fee incurred by PFIM was and 184,345 and $367,731 during the three months and six months ended December 31, 2020, respectively. During three months ended December 31, 2020, the total base management fee was not
22

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
waived by PFIM. During the six months ended December 31, 2020, the base management fees of $183,386 related to the three months ended September 30, 2020 were waived by PFIM. As of June 30, 2021, the total base management fee due to PFIM was $44,223. As of December 31, 2021, the total base management fee due to PFIM was $0.
Incentive Fee. The incentive fee uponconsisted of two parts: (1) the subordinated incentive fee on income and (2) the capital gains incentive fee.

Subordinated Incentive Fee on Income. The first part of the incentive fee, which is referred to as the subordinated incentive fee on income, was calculated and payable quarterly in arrears based upon our “pre-incentive fee net investment income” for the immediately preceding calendar quarter. For purposes of this fee, “pre-incentive fee net investment income” meant interest income, dividend income and distribution cash flows from equity investments and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that we received) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, expenses reimbursed under the Former Investment Advisory Agreement and the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred shares, but excluding the organization and offering expenses and incentive fees on income and capital gains). Pre-incentive fee net investment income included, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we had not yet received in cash. Pre-incentive fee net investment income did not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The subordinated incentive fee on income was subject to a quarterly fixed preferred return to investors, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, of 1.5% (6.0% annualized), subject to a “catch up” feature. Operating expenses were included in the calculation of the subordinated incentive fee on income.

We would pay PFIM a subordinated incentive fee on income for each calendar quarter as follows:

No incentive fee would be payable to PFIM in any calendar quarter in which our pre-incentive fee net investment income did not exceed the preferred return rate of 1.5%.

100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeded the preferred return but was less than or equal to 1.875% in any calendar quarter (7.5% annualized). We refer to this portion of our pre-incentive fee net investment income (which exceeded the preferred return but was less than or equal to 1.875%) as the “catch-up.” The effect of the “catch-up” provision was that, if our pre-incentive fee net investment income reached 1.875% in any calendar quarter, PFIM would receive 20.0% of our pre-incentive fee net investment income as if a preferred return did not apply.

20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeded 1.875% in any calendar quarter (7.5% annualized) would be payable to PFIM. This reflected that once the preferred return was reached and the catch-up was achieved, 20.0% of all pre-incentive fee net investment income thereafter would be allocated to PFIM.

Capital Gains Incentive Fee. The second part of the incentive fee, which is referred to as the capital gains incentive fee, was determined and payable in arrears as of the end of each quarter or upon liquidation of the Company orcalendar year (or upon termination of the Former Investment Advisory Agreement, at 20%as of Company’sthe termination date), and equaled 20.00% of our realized capital gains for the calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation at the end of such year. In determining the capital gains incentive fee payable to PFIM, we would calculate the aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as defined. The Agreement expires July 2018applicable, with respect to each investment that has been in our portfolio. For the purpose of this calculation, an “investment” is defined as the total of all rights and claims which may continue automaticallybe asserted against a portfolio company arising from our participation in the debt, equity, and other financial instruments issued by that company. Aggregate realized capital gains, if any, equaled the sum of the differences between the aggregate net sales price of each investment and the aggregate amortized cost basis of such investment when sold or otherwise disposed.

Aggregate realized capital losses equaled the sum of the amounts by which the aggregate net sales price of each investment was less than the aggregate amortized cost basis of such investment when sold or otherwise disposed. Aggregate unrealized capital depreciation equaled the sum of the differences, if negative, between the aggregate valuation of each investment and the aggregate amortized cost basis of such investment as of the applicable calendar year-end. At the end of the applicable calendar year, the amount of capital gains that served as the basis for successive annual periods, as approvedour calculation of the capital gains incentive fee involved netting aggregate realized capital gains against aggregate realized capital losses on a since-inception basis and then reducing this amount by the Company. Allaggregate unrealized capital depreciation. If this number was positive, then the capital gains incentive fee payable was equal to 20.00% of such amount, less the aggregate amount of any capital gains incentive fees paid since inception. Operating expenses were not taken into account when determining capital gains incentive fees.
23

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
There were no incentive fees payable as of December 31, 2021 or June 30, 2021. During the three months and six months ended December 31, 2021 and 2020, there were no incentive fees incurred.

Investment Advisory Agreement

Pursuant to the Investment Advisory Agreement, we pay the Adviser a fee for investment advisory and management services consisting of a base management fee and an incentive fee. The cost of both the base management fee payable to the Adviser and any incentive fees it earns will ultimately be borne by our stockholders. See "First Amended and Restated Advisory Agreement" below for additional information.
Base Management Fee. The base management fee is calculated at an annual rate of 1.75% (0.4375% quarterly) of our average total assets, which includes any borrowings for investment purposes. For the first quarter of our operations commencing with the date of the Investment Advisory Agreement, the base management fee was calculated based on the average value of our total assets as of the date of the Investment Advisory Agreement and at the end of the calendar quarter in which the date of the Investment Advisory Agreement fell, and was appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Subsequently, the base management fee is payable quarterly in arrears, and is calculated based on the average value of our total assets at the end of the two most recently completed calendar quarters, and is appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Base management fees earnedfor any partial month or quarter is appropriately pro-rated. At the Adviser’s option, the base management fee for any period may be deferred, without interest thereon, and paid to the Adviser at any time subsequent to any such deferral as the Adviser determines.
During the three months and six months ended December 31, 2020, there were no base management fees incurred by the Adviser. The total base management fee incurred by the Adviser prior to January 1, 2014was $184,999 and $367,197 during the three months and six months ended December 31, 2021, respectively. During the three months and six months ended December 31, 2021, the base management fee of $184,999 and $367,197 were waived by the Adviser.

As of December 31, 2021, the total base management fee due to the Adviser after the waiver was $0.

Incentive Fee- Subordinated Incentive Fee on Income. The first part of the incentive fee, which is referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears based upon our “pre-incentive fee net investment income” for the immediately preceding calendar quarter. For purpose of this fee “pre-incentive fee net investment income” means interest income, dividend income and distribution cash flows from equity investments and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, expenses reimbursed under the Investment Advisory Agreement and the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred shares, but excluding the organization and offering expenses and incentive fees on income and capital gains). Pre-incentive fee net investment income includes, in the case of investments with a BDC,deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to a preferred return, or “hurdle,” of 1.5% per quarter (6.0% annualized) and a “catch-up” feature measured as of the end of each calendar quarter as discussed below. The subordinated incentive fee on income for each calendar quarter is paid to our Adviser as follows: (1) no incentive fee is payable to our Adviser in any calendar quarter in which our pre-incentive fee net investment income does not exceed the fixed preferred return rate of 1.5%; (2) 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the fixed preferred return but is less than or equal to 1.875% in any calendar quarter (7.5% annualized); and (3) 20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeds 1.875% in any calendar quarter (7.5% annualized). This reflects that once the fixed preferred return is reached and the catch-up is achieved, 20.0% of all pre-incentive fee net investment income thereafter is allocated to our Adviser. These calculations are appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.
Incentive Fee- Capital Gains Incentive Fee. The second part of the incentive fee, which is referred to as the capital gains incentive fee, is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 20.00% of our realized capital gains for the calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation at the end of such year; provided that the incentive fee determined as of December 31, 2021 will be subjectcalculated for a period of shorter than twelve calendar months to certain regulatory restrictionstake into account any net realized capital gains, if any, computed net of all realized capital losses and unrealized capital depreciation for the period commencing as of the date of the Investment Advisory Agreement and ending on December 31, 2021. In determining the capital gains incentive fee payable to our Adviser, we calculate the aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as applicable, with respect to each investment that has been in making our investments.portfolio. For example,the purpose of this calculation, an “investment” is defined as the total of all rights and claims which may be
24

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
asserted against a portfolio company arising from our participation in the debt, equity, and other financial instruments issued by that company. Aggregate realized capital gains, if any, equal the sum of the differences between the aggregate net sales price of each investment and the aggregate amortized cost basis of such investment when sold or otherwise disposed. Aggregate realized capital losses equal the sum of the amounts by which the aggregate net sales price of each investment is less than the aggregate amortized cost basis of such investment when sold or otherwise disposed. Aggregate unrealized capital depreciation equals the sum of the differences, if negative, between the aggregate valuation of each investment and the aggregate amortized cost basis of such investment as of the applicable calendar year-end. At the end of the applicable calendar year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee involves netting aggregate realized capital gains against aggregate realized capital losses on a since-inception basis and then reducing this amount by the aggregate unrealized capital depreciation. If this number is positive, then the capital gains incentive fee payable is equal to 20.00% of such amount, less the aggregate amount of any capital gains incentive fees paid since inception. Operating expenses are not taken into account when determining capital gains incentive fees.
There were no incentive fees payable as of December 31, 2021 or June 30, 2021. During the three months and six months ended December 31, 2021 and 2020, there were no incentive fees incurred.

First Amended and Restated Investment Advisory Agreement

On November 5, 2021, we generallyamended and restated the Investment Advisory Agreement to reduce the base management fee from an annual rate of 1.75% (0.4375% quarterly) to 1.20% (0.30% quarterly) and eliminate the incentive fee payable thereunder, effective as of January 1, 2022 and until the Listing Anniversary. As such, until the Listing Anniversary, the base management fee will be calculated at an annual rate of 1.20% (0.30% quarterly) and the Adviser will not be permittedentitled to co-invest alongside ourany incentive fee. Following the Listing Anniversary (1) the base management fee will be calculated at an annual rate of 1.75% (0.4375% quarterly), commencing with the first base management fee calculation that occurs after such anniversary, and (2) the Adviser will be entitled to receive the same incentive fee, including the subordinated incentive fee on income and its affiliates unless we obtainthe capital gains incentive fee, as set forth in the Investment Advisory Agreement and discussed above, commencing with the first calendar quarter after such anniversary. The Amended and Restated Advisory Agreement became effective on January 1, 2022. Until such effect date, the advisory fees payable to the Adviser were as set forth in the Investment Advisory Agreement. See “Investment Advisory Agreement” above.
Co-Investments
On January 13, 2020, the parent company of the Adviser received an exemptive order from the SEC (the “Order”),which superseded a prior co-investment exemptive order granted on February 10, 2014, granting the ability to negotiate terms other than price and quantity of co-investment transactions with other funds managed by the Adviser or certain affiliates, including Prospect Capital Corporation (“PSEC”) and Priority Income Fund, Inc. (“PRIS”), where co-investing would otherwise be prohibited under the transaction is otherwise permitted under existing regulatory guidance, such as syndicated transactions where price is1940 Act, subject to the only negotiated term, and approval from our independent directors. As of September 30, 2017,conditions included therein.
Under the Company has two affiliate investments in ACON IWP Investors I, L.L.C and Javlin Capital, LLC (held by TPJ Holdings, Inc., a wholly-owned subsidiary.)

The Company compensates TFA for administration services per an Administration Agreement for costs and expenses incurred with the administration and operationterms of the Company. Such agreement expires July 2018 and may continue automatically for successive annual periods, as approved byOrder, a “required majority” (as defined in Section 57(o) of the Company. These fees have been reimbursed from the Adviser pursuant to the Expense Reimbursement Agreement discussed below.

16

Table of Contents

The following table describes the fees and expenses accrued under the investment advisory and administration agreement and the dealer manager agreement during the three and nine months ended September 30, 2017 and 2016:

      Three months ended September 30, Nine months ended September 30,
Related Party Source Agreement Description 2017 2016 2017  2016
Triton Pacific Adviser, LLC Investment Adviser Agreement Base Management Fees $83,459  $60,625  $246,154  $156,957 
Triton Pacific Adviser, LLC Investment Adviser Agreement Capital Gains Incentive Fees(1) $  $11,265  $(334) $31,609 
TFA Associates, LLC Administration Agreement Administrative Services Expenses $70,495  $78,840  $213,473  $242,332 
Triton Pacific Securities, LLC Dealer Manager Agreement Dealer Manager Fees(2) $37,201  $20,987  $97,435  $107,444 

(1)During the nine months ended September 30, 2017 and 2016, the Company earned capital gains incentive fees of ($334) and $31,609 respectively, based on the performance of its portfolio, of which ($13,124) and $31,609 were based on unrealized gains, respectively. No capital gains incentive fees are actually payable by the Company with respect to unrealized gains unless and until those gains are actually realized. See Note 2 for a discussion of the methodology employed by the Company in calculating the capital gains incentive fees.

(2)During the nine months ended September 30, 2017 and 2016, the Company paid the Dealer Manager $502,640 and $438,555 respectively, in sales commissions and dealer fees. $97,435 and $107,444 were retained by TPS, respectively, and the remainder re-allowed to third party participating broker dealers.

Director’s Fees

On December 15, 2014, the Company entered into an agreement (the “Director Agreement”) with its three independent directors, Marshall Goldberg, William Pruitt and Ronald Ruther (collectively, the “Independent Directors”), whereby the Independent Directors agreed to certain revisions to their compensation for serving as members1940 Act) of the Company’s Board. Specifically, effective October 1, 2014,independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the fees payable to an Independent Director shall be determined based on the Company’s net assets asterms of the end of each fiscal quarter andproposed transaction, including the consideration to be paid, quarterly in arrears as follows:

Net Asset Value Annual Cash
Retainer Fee
 Board Meeting
Fee
 Annual Audit
Committee
Chairperson
Fee
 Annual Audit
Committee
Member Fee
 Audit
Committee
Meeting Fee
$0 to $25 million     
$25 million to $75 million $20,000 $1,000 $10,000 $2,500 $500
over $75 million $30,000 $1,000 $12,500 $2,500 $500

No Director’s fees were accrued for the threeare reasonable and nine months ended September 30, 2017 and 2016.

Expense Reimbursement Agreement

On March 27, 2014,fair to the Company and its stockholders and do not involve overreaching of the Company or its stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s investment objective and strategies. In certain situations where co-investment with one or more funds managed or owned by the Adviser agreedor its affiliates is not covered by the Order, such as when there is an opportunity to invest in different securities of the same issuer, the personnel of the Adviser or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. Moreover, except in certain circumstances, when relying on the Order, the Company will be unable to invest in any issuer in which one or more funds managed or owned by the Adviser or its affiliates has previously invested.                            

Allocation of Expenses
The cost of valuation services for CLOs is initially borne by PRIS, which then allocates to the Company its proportional share of such expense. During the three months ended December 31, 2021 and 2020, PRIS incurred $13,400 and $13,138, respectively, in expenses related to valuation services that are attributable to the Company. During the six months ended December 31, 2021 and 2020, PRIS incurred $27,417 and $26,277, respectively, in expenses related to valuation services that are attributable to the Company. The Company reimburses PRIS for these expenses and includes them as part of Valuation services on the ConsolidatedStatements of Operations. As of December 31, 2021 and June 30, 2021, $13,990 and $26,800,
25

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
respectively, of expense is due to PRIS, which is presented as part of Due to Affiliates on the ConsolidatedStatements of Assets and Liabilities.
The cost of filing software and general ledger expenses are initially borne by PSEC, which then allocates to the Company its proportional share of such expense. During the three months ended December 31, 2021 and 2020, PSEC incurred $0 and $6,779, respectively, in expenses related to the filing software and general ledger expenses that are attributable to the Company. During the six months ended December 31, 2021 and 2020, PSEC incurred $0 and $6,779, respectively, in expenses related to the filing software and general ledger expenses that are attributable to the Company. The Company reimburses PSEC for these expenses and includes them as part of General and administrative expenses on the Consolidated Statements of Operations. As of December 31, 2021 and June 30, 2021, $0 of expense was due to PSEC, respectively, which is presented as part of Due to Affiliates on the Consolidated Statements of Assets and Liabilities.
Officers and Directors
Certain officers and directors of the Company are also officers and directors of the Adviser and its affiliates. There were no fees paid to the independent directors of the Company as the Company did not exceed the minimum net asset value required (i.e., greater than $100 million) to receive a fee for the three months and six months ended December 31, 2021. The officers do not receive any direct compensation from the Company.                                                    

Expense Limitation and Expense Reimbursement Agreements                                    
Former Expense Limitation Agreement with PFIM
Concurrently with the closing of the Merger, we entered into an expense limitation agreement, dated March 31, 2019 (the "Former ELA") with PFIM. On April 30, 2020, the Company's board of directors approved extending the Former ELA for an additional 12-month term ending on April 30, 2021. On and effective February 17, 2021, the Former ELA was terminated in accordance with its terms.
Pursuant to the Former ELA, PFIM, in its sole discretion, could waive a portion or all of the investment advisory fees that it was entitled to receive pursuant to the Investment Advisory Agreement in order to limit our Operating Expenses (as defined below) to an annual rate, expressed as a percentage of our average quarterly net assets, equal to 8.00% (the “Annual Limit”). For purposes of the Former ELA, the term “Operating Expenses” with respect to the Company, was defined to include all expenses necessary or appropriate for the operation of the Company, including but not limited to PFIM’s base management fee, any and all costs and expenses that qualified as line item “organization and offering” expenses in the consolidated financial statements of the Company as the same were filed with the SEC and other expenses described in the Former Investment Advisory Agreement, but did not include any portfolio transaction or other investment-related costs (including brokerage commissions, dealer and underwriter spreads, prime broker fees and expenses and dividend expenses related to short sales), interest expenses and other financing costs, extraordinary expenses and acquired fund fees and expenses. Upfront shareholder transaction expenses (such as sales commissions, dealer manager fees, and similar expenses) were not Operating Expenses. During the three months and six months ended December 31, 2020 as a part of the Former ELA, PFIM waived its base management fees of $0 and $183,386, respectively. During the three months and six months ended December 31, 2021, there were no base management fees incurred by PFIM.
Any amount waived pursuant to the Former ELA is subject to repayment to PFIM (a “Former ELA Reimbursement”) by us within the three years following the end of the quarter in which the waiver was made by PFIM. Although the Former ELA terminated effective February 17, 2021, PFIM maintains its right to repayment for any waiver it has made under the Former ELA, subject to the Repayment Limitations (discussed below).
A Former ELA Reimbursement can be made solely in the event that we have sufficient excess cash on hand at the time of any proposed ELA Reimbursement and shall be limited to the lesser of (i) the excess of the Annual Limit applicable to such quarter over the Company’s actual Operating Expenses for such quarter and (ii) the amount of Former ELA Reimbursement which, when added to the Company’s expenses for such quarter, permits the Company to pay the then-current aggregate quarterly distribution to its shareholders, at a minimum annualized rate of at least 6.00% (based on the gross offering prices of Company shares) (the “Distribution”) from the sum of (x) the Company’s net investment income (loss) for such quarter plus (y) the Company’s net realized gains (losses) for such quarter (collectively, the “Repayment Limitations”). For the purposes of the calculations pursuant to (i) and (ii) of the preceding sentence, any Former ELA Reimbursement will be treated as an expense of the Company for such quarter, without regard to the GAAP treatment of such expense. To the extent the Company books accruals for any such reimbursements, such accruals shall be booked in accordance with GAAP.  In the event that the Company is unable to make a full payment of any Former ELA Reimbursements due for any applicable quarter because the Company does not have sufficient excess cash on hand, any such unpaid amount shall become a payable of the Company for accounting purposes and shall be paid when the Company has sufficient cash on hand (subject to the Repayment Limitations); provided,
26

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
that in the case of any Former ELA Reimbursements, such payment shall be made no later than the date that is three years following the end of the quarter in which the applicable waiver was made by our Adviser.
The following table provides information regarding liabilities incurred by PFIM pursuant to the Former ELA:
Period EndedFormer ELA Reimbursement Payable to PFIMFormer ELA Reimbursement Payment to PFIMUnreimbursed Former ELA ReimbursementOperating Expense RatioAnnualized Distribution RateEligible to be Repaid Through
June 30, 2019$128,852 $— $128,852 5.54%6.00%June 30, 2022
September 30, 2019$157,409 $— $157,409 2.84%6.00%September 30, 2022
December 31, 2019$182,205 $— $182,205 3.68%6.00%December 31, 2022
March 31, 2020$185,935 $— $185,935 3.39%7.00%March 31, 2023
June 30, 2020$182,915 $— $182,915 3.76%7.00%June 30, 2023
September 30, 2020$183,386 $— $183,386 4.33%7.00%September 30, 2023
December 31, 2020$— $— $— —%—%N/A
March 31, 2021$— $— $— —%—%N/A
June 30, 2021$— $— $— —%—%N/A
Total$1,020,702 $1,020,702 


Expense SupportLimitation Agreement with the Adviser

On and Conditional Reimbursement Agreement, oreffective April 20, 2021, we entered into a new expense limitation agreement with the Expense Reimbursement Agreement. The Expense Reimbursement AgreementAdviser, which replaced the Former ELA with PFIM and was amended and restated effective November 17, 2014. Underon July 7, 2021 to extend the Expense Reimbursementperiod during which the Adviser will be required to waive its investment advisory fees under the Investment Advisory Agreement, from September 30, 2021 to June 30, 2022, as discussed below (such new expenses limitation agreement as amended and restated, the "New ELA"). The New ELA has an initial term ending on the first full month following the one-year anniversary of its effective date and may be continued thereafter for successive one-year periods in accordance with its terms.

Pursuant to the New ELA, our Adviser will waive a portion or all of the investment advisory fees that it is entitled to receive pursuant to the Investment Advisory Agreement, from the effective date of the New ELA through June 30, 2022, in consultationorder to limit our Operating Expenses (as defined below) to an annual rate, expressed as a percentage of our average quarterly net assets, equal to 8.00% (the “Annual Limit”). After June 30, 2022, such waiver may be made at our Adviser’s option and in its sole discretion. For purposes of the New ELA, the term “Operating Expenses” with respect to the Company, will pay upis defined to 100%include all expenses necessary or appropriate for the operation of both the Company’s organizational and offering expenses and its operating expenses, all as determined by the Company, including but not limited to our Adviser’s base management fee, any and the Adviser. As used in the Expense Reimbursement Agreement, operating expenses refer to third party operatingall costs and expenses incurred bythat qualify as line item “organization and offering” expenses in the consolidated financial statements of the Company as determined under GAAP for investment management companies. Organizational and offering expenses include expenses incurred in connectionthe same are filed with the organization ofSEC and other expenses described in the CompanyInvestment Advisory Agreement, but does not include any portfolio transaction or other investment-related costs (including brokerage commissions, dealer and underwriter spreads, prime broker fees and expenses incurred in connection with its offering, whichand dividend expenses related to short sales), interest expenses and other financing costs, extraordinary expenses and acquired fund fees and expenses. Upfront shareholder transaction expenses, such as sales commissions, dealer manager fees and similar expenses, are recorded as a component of equity. The Expense Reimbursement Agreement states that until the net proceedsnot Operating Expenses. Our Adviser waived fees, pursuant to the Company from its offering are at least $25 million,New ELA, in an amount of $184,999 and $367,197 for the Adviser will pay up to 100% of both the Company’s organizationalthree months and offering expenses and its operating expenses. After the Company receives at least $25 million in net proceeds from its offering, the Adviser may, with the Company’s consent, continue to make expense support paymentssix months ended December 31, 2021, respectively.

Any amount waived pursuant to the Company in such amounts as are acceptableNew ELA is subject to the Company and the Adviser. Any expense support payments shall be paidrepayment to our Adviser (an “ELA Reimbursement”) by us within the Adviser to the Company in any combination of cash, and/or offsets against amounts otherwise due from the Company to the Adviser.

17

Table of Contents

Under the Expense Reimbursement Agreement as amended, once the Company has received at least $25 million in net proceeds from its offering, during any quarter occurring within three years of the date on which the Company incurred any expenses that are fundedwaiver was made by our Adviser. If the New ELA is terminated or expires pursuant to its terms, our Adviser the Company is requiredwill maintain its right to reimburse the Adviserrepayment for any expense support paymentswaiver it has made under the Company received from them. However, with respect to any expense support payments attributableNew ELA, subject to the Company’s operating expenses, (i)Repayment Limitations (discussed below).


Any ELA Reimbursement can be made solely in the Company will only reimburse the Adviser for expense support payments made by the Adviser to the extentevent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause “other operating expenses” (as defined below) (on an annualized basis and net of any expense reimbursement payments received by the Company during such fiscal year) to exceed the percentage of the Company’s average net assets attributable to shares of its common stock represented by “other operating expenses” during the fiscal year in which such expense support payment from the Adviser was made (provided, however, that this clause (i) shall not apply to any reimbursement payment which relates to an expense support payment from the Adviser made during the same fiscal year); and (ii) the Company will not reimburse the Adviser for expense support payments made by the Adviser if the annualized rate of regularwe have sufficient excess cash distributions declared by the Companyon hand at the time of any proposed ELA Reimbursement and shall be limited to the lesser of (i) the excess of the Annual Limit applicable to such reimbursement payment is less thanquarter over the Company’s actual Operating Expenses for such quarter and (ii) the amount of ELA Reimbursement which, when added to the Company’s expenses for such quarter, permits the Company to pay the then-current aggregate quarterly distribution to its shareholders, at a minimum annualized rate of regular cash distributions declared byat least 6.00% (based on the gross offering prices of Company shares) (the “Distribution”) from the sum of (x) the Company’s net investment income (loss) for such quarter plus (y) the Company’s net realized gains (losses) for such quarter (collectively, the “Repayment Limitations”). For the purposes of the
27

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
calculations pursuant to (i) and (ii) of the preceding sentence, any ELA Reimbursement will be treated as an expense of the Company atfor such quarter, without regard to the timeGAAP treatment of such expense. In the event that the Company is unable to make a full payment of any ELA Reimbursements due for any applicable quarter because the Company does not have sufficient excess cash on hand, any such unpaid amount shall become a payable of the Company for accounting purposes and shall be paid when the Company has sufficient cash on hand (subject to the Repayment Limitations); provided, that in the case of any ELA Reimbursements, such payment shall be made no later than the date that is three years after the date on which the applicable waiver was made by our Adviser.

Period EndedELA Reimbursement Payable to the AdviserELA Reimbursement Payment to the AdviserUnreimbursed ELA ReimbursementOperating Expense RatioAnnualized Distribution RateEligible to be Repaid Through
June 30, 2021$144,073 $— $144,073 4.04%8.11%June 30, 2024
September 30, 2021182,198 — 182,198 2.97%7.08%September 30, 2024
December 31, 2021184,999 — $184,999 3.00%7.10%December 31, 2024
Total$511,270 $511,270 

Dealer Manager Agreement                                                    

The Company and its Adviser madeentered into a dealer manager agreement, as amended, with TPS, which terminated effective February 19, 2021 in accordance with its terms in connection with the expense support paymenttermination of the Company's continuous public offering of its common stock. TPS ceased serving as the Company's dealer manager effective as of such date. Pursuant to the terms of this dealer manager agreement, the Company would pay the dealer manager a fee of up to 9% of gross proceeds raised in the Company's offering, some of which would be re-allowed to other participating broker-dealers. In addition to the upfront selling commissions and dealer manager fees, PFIM could pay TPS a fee (the "Additional Selling Commissions") equal to no more than 1.0% of the net asset value per share per year. TPS would reallow all or a portion of the Additional Selling Commissions to participating broker-dealers. TPS is an affiliated entity of the Triton Pacific Adviser, LLC, our former investment adviser (the “TPIC Adviser”), and is partially owned by one of our former directors, Craig Faggen.
For the three months and six months ended December 31, 2021, TPS incurred offering expenses of $0. For the three months and six months ended December 31, 2020, TPS incurred offering expenses of $16,937. As of December 31, 2021 and June 30, 2021, the Company owes TPS $0 and $9,455, respectively, related to offering costs and general and administrative expenses which is included in Due to Affiliate on the ConsolidatedStatements of Assets and Liabilities. Offering costs of $0 and $993, respectively, as of December 31, 2021 and June 30, 2021, are also included in Due to Affiliate on the ConsolidatedStatements of Assets and Liabilities.                                                    

License Agreement
We entered into a license agreement with an affiliate of our Adviser, pursuant to which the affiliate granted us a non-exclusive, royalty free license to use the “Prospect” name. Under this license agreement, we have the right to use such reimbursement relates. “Other operating expenses” meansname for so long as our Adviser or another affiliate of the Company’s total operating expenses excluding base management fees, incentive fees, organization and offering expenses, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses.

Quarter Ended Amount of Expense Payment Obligation Amount of Offering Cost Payment Obligation Operating Expense
Ratio as of the
Date Expense
Payment Obligation Incurred(1)
 Annualized Distribution
Rate as of the Date
Expense Payment
Obligation Incurred(2)
 Eligible for
Reimbursement
Through
September 30, 2012 $21,826   432.69%  September 30, 2015
December 31, 2012 $26,111   531.09%  December 31, 2015
March 31, 2013 $30,819   N/A  March 31, 2016
June 30, 2013 $59,062   N/A  June 30, 2016
September 30, 2013 $65,161   N/A  September 30, 2016
December 31, 2013 $91,378   455.09%  December 31, 2016
March 31, 2014 $68,293   148.96%  March 31, 2017
June 30, 2014 $70,027 $898,518 23.17%  June 30, 2017
September 30, 2014 $92,143 $71,060 20.39%  September 30, 2017
December 31, 2014 $115,777 $90,860 11.15%  December 31, 2017
March 31, 2015 $134,301 $106,217 13.75% 2.01% March 31, 2018
June 30, 2015 $166,549 $167,113 14.10% 3.20% June 30, 2018
September 30, 2015 $147,747 $240,848 10.45% 3.20% September 30, 2018
December 31, 2015 $136,401 $280,376 7.41% 3.60% December 31, 2018
March 31, 2016 $157,996 $232,895 6.00% 3.52% March 31, 2019
June 30, 2016 $206,933 $285,878 4.95% 3.52% June 30, 2019
September 30, 2016 $201,573 $223,020 4.52% 3.13% September 30, 2019
December 31, 2016 $104,561 $168,876 4.45% 3.11% December 31, 2019
March 31, 2017 $80,847 $252,875 4.21% 3.19% March 31, 2020
June 30, 2017 $0 $176,963 3.98% 3.18% June 30, 2020
September 30, 2017 $0 $119,188 4.19% 3.00% September 30, 2020

(1)“Operating Expense Ratio” includes all expenses borne by us, except for organizational and offering expenses, base management and incentive fees owed to our Adviser,financing fees and costs, interest expense, brokerage commissions and extraordinary expenses.The Company did not achieve its minimum offering amount until June 25, 2014 and as a result, did not invest the proceeds from the offering and realize any income from investments prior to the end of its fiscal quarter.
(2)“Annualized Distribution Rate” equals the annualized rate of distributions paid to stockholders based on the amount of the regular cash distribution paid immediately prior to the date the expense support payment obligation was incurred by our Adviser. “Annualized Distribution Rate” does not include special cash or stock distributions paid to stockholders. The Company did not achieve its minimum offering amount until June 25, 2014 and as a result, did not have an opportunity to invest the proceeds from the offering and realize any income from investments or pay any distributions to stockholders prior to the end of its fiscal quarter.

In addition,Adviser. Other than with respect to any expense support payment attributablethis limited license, we have no legal right to the Company’s organizational and offering expenses, the Company will only reimburse the Adviser for expense support payments made by the Adviser to the extent that the payment of such reimbursement (together with any other reimbursement for organizational and offering expenses paid during such fiscal year) is limited to 15% of cumulative gross sales proceeds from the Company’s offering including the sales load (or dealer manager fee) paid by the Company.

18

“Prospect” name or logo.


Table of Contents

The Expense Reimbursement Agreement is, by its terms, effective retroactively to the Company’s inception date of April 29, 2011 for Operating Expenses and from the break of escrow on June 25, 2014 for Offering Expenses.

28

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021

NOTE 5 - DISTRIBUTIONS
As of September 30, 2017, $5,292,191 has been recorded as Reimbursement due from the Adviser pursuant to the Expense Reimbursement Agreement. Of this, $4,619,337, representing an amount due to the Adviser, was netted against the Reimbursement due from Adviser and $342,715 was paid to the Company by the Adviser.

Beginning the year ended December 31, 2016,2021 and June 30, 2021, distributions payable is $132,137 and $124,046, respectively, which is presented as Distributions payable on the Adviser began to reimburse less than 100%Consolidated Statements of Operating Expenses,Assets and for the quarter ended September 30, 2017, the Adviser did not reimburse any Operating Expenses. Of these Operating and Offering Expenses in the table above, $1,494,398 has exceeded the three-year period for repayment and will not be repayable by the Company.

The Company or the Adviser may terminate the Expense Reimbursement Agreement at any time upon thirty days’ written notice; The Expense Reimbursement Agreement will automatically terminate upon termination of the Investment Advisory Agreement or upon the Company’s liquidation or dissolution.

LiabilitiesNOTE 5 – DISTRIBUTIONS.

The following table reflects the cash distributions per share that the Company declared and paid on its common stock during the ninesix months ended September 30, 2017December 31, 2021 and 2016:

   Distribution 
For the Nine Months Ended  Per Share  Amount 
Fiscal 2017       
January 27, 2017  $0.04000   39,407 
February 24, 2017  $0.04000   41,323 
March 23, 2017  $0.04000   42,513 
April 27, 2017  $0.04000   44,526 
May 25, 2017  $0.04000   46,364 
June 23, 2017  $0.04000   47,861 
July 21, 2017  $0.04000   48,678 
August 29, 2017  $0.03417   44,767 
September 28, 2017  $0.03417   45,500 

Fiscal 2016       
January 22, 2016  $0.04500  $25,244 
February 16, 2016  $0.04500  $26,477 
March 23, 2016  $0.04500  $30,271 
April 21, 2016  $0.04500  $32,832 
May 19, 2016  $0.04500  $34,950 
June 23, 2016  $0.04500  $36,206 
July 21, 2016  $0.04000  $32,318 
August 25, 2016  $0.04000  $33,293 
September 22, 2016  $0.04000  $33,877 

On October 23, 2017, the Company authorized2020: 

Distributions
For the Six Months EndedFLEX Class A Common Shares, per shareFLEX Class A Common Shares, Amount Distributed
December 31, 2021
July 2, 9, 16, 23, and 30, 2021$0.06505 $155,328 
August 6, 13, 20, and 27, 2021$0.05204 $123,740 
September 3, 10, 17, and 24, 2021$0.04488 $107,115 
October 1, 8, 15, 22, and 29, 2021$0.05610 $133,979 
November 5, 12, 19, and 26, 2021$0.04488 $106,670 
December 3, 10, 17, 24 and 31, 2021$0.05545 $132,137 
Total for the Six Months Ended December 31, 2021$758,969 
Distributions
For the Six Months EndedFLEX Class A Common Shares, per shareFLEX Class A Common Shares, Amount Distributed
December 31, 2020
July 6, 10, 17, 24 and 31, 2020$0.05895 $139,125 
August 7, 14, 21 and 28, 2020$0.04716 $111,326 
September 4, 11, 18 and 25, 2020$0.05012 $119,152 
October 2, 9, 16, 23 and 30, 2020$0.06265 $149,320 
November 6, 13, 20 and 27, 2020$0.05012 $119,146 
December 4, 11, 18 and 25, 2020$0.05048 $120,377 
Total for the Six Months Ended December 31, 2020$758,446 
The following FLEX distributions were previously declared and declared a cash distribution of $0.03417 per share for the month of October 2017,have record dates subsequent to the shareholders of record as of October 26, 2017. The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of the Company’s board of directors.

December 31, 2021:

Record DatePayment dateFLEX Class A Common Shares, per share
January 7, 14, 21, and 28, 2022February 4, 2022$0.04436 
February 4, 11, 18, and 25, 2022March 4, 2022$0.04436 
The Company has adopted an “opt in” distribution reinvestment plan for its stockholders. As a result, if the Company makes a cash distribution, its stockholders will receive distributions in cash unless they specifically “opt in” to the distribution reinvestment plan so as to have their cash distributions reinvested in additional shares of the Company’s common stock. However, certain state authorities or regulators may impose restrictions from time to time that may prevent or limit a stockholder’s ability to participate in the distribution reinvestment plan.

19

Table of Contents

The Company may fund its cash distributions to stockholders from any sources of funds legally available to it, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to the Company on account of preferred and common equity investments in portfolio companies and expense reimbursements from the Adviser. The Company has not established limits on the amount of funds it may use from available sources to make distributions.

During the three months and six months ended December 31, 2021 and 2020 the Company's officers and directors did not purchase any shares of our stock.
29

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
NOTE 6 - INCOME TAXES

While our fiscal year end for financial reporting purposes is June 30 of each year, our tax year end is December 31 of each year. The following table reflectsinformation presented in this footnote is based on our tax year end for each period presented, unless otherwise specified.

For income tax purposes distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or combination thereof.

The tax character of distributions paid to the sourcesCompany's shareholders during the tax years ended December 31, 2021 and 2020 were as follows:
Tax Year Ended
 
December 31, 2021(1)
December 31, 2020
Ordinary income$647,336 $315,994 
Return of capital926,844 1,232,806 
Total distributions paid to stockholders$1,574,180 (2)$1,548,800 (3)
(1)     Final determination of tax character will not be final until we file our return for the tax year ended December 31, 2021.
(2)    For the tax year ended December 31, 2021, $97,268 of the cash2020 declared distributions are allocable to 2021 for federal income tax purposes and will be reported on the 2021 Form 1099-DIV. For the tax year ended December 31, 2021, $80,441 of the 2021 declared distributions are allocable to 2022 for federal income tax purposes and will be reported on the 2022 Form 1099-DIV.
(3)    For the tax year ended December 31, 2020, $97,268 of the 2020 declared distributions are allocable to 2021 for federal income tax purposes and will be reported on the 2021 Form 1099-DIV..

We generate certain types of income that may be exempt from U.S. withholding tax when distributed to non-U.S. stockholders. Under IRC Section 871(k), a tax basis that the Company paid on its common stock during the nine months ended September 30, 2017 and 2016:

  Nine months ended September 30, 
  2017  2016 
Source of Distribution Distribution
Amount
  Percentage  Distribution
Amount
  Percentage 
Offering proceeds $     $    
Borrowings            
Net investment income(1)            
Short-term capital gains proceeds from the sale of assets  47,998   12%      
Long-term capital gains proceeds from the sale of assets     0%      
Distributions from common equity (return of capital)  352,941   88%      
Expense reimbursement from sponsor     0%  285,469   100%
Total $400,939   100% $285,469   100%

(1)During the nine months ended September 30, 2017 and 2016, 92.7% and 86.3%, respectively, of the Company’s gross investment income was attributable to cash income earned, and 7.3% and 13.7%, resepctively was attributable to non-cash accretion of discount and paid in-kind interest.

The Company’s net investment income (loss) on a tax basis for the nine months ended September 30, 2017 and 2016 was ($77,447) and $289,892, respectively. AsRIC is permitted to designate distributions of September 30, 2017 and 2016, the Company had ($356,802) and $14,632, respectively, of undistributed (overdistributed) net investmentqualified interest income and realizedshort-term capital gains as exempt from U.S. withholding tax when paid to non-U.S. stockholders with proper documentation. For the 2021 calendar year, 69.34% of our taxable dividends qualified as interest related dividends which are exempt from U.S. withholding tax applicable to non-U.S. stockholders. We also generate income that may be beneficial to shareholders that face interest expense limitations. Under IRC Section 163(j), a RIC is permitted to designate distributions attributable to net business interest income as section 163(j) interest dividends. For the 2021 calendar year 48.94% of our taxable ordinary dividends as of December 31, 2021 qualified as section 163(j) interest dividends. These percentages are based on athe best estimates available at the time of this filing. The final percentages will be determined with the filing of Form 1099-DIV.


For the tax basis.

The primary difference betweenyear ended December 31, 2021, the Company’s GAAP-basis net investmenttax character of distributions paid to stockholders through December 31, 2021 is expected to be ordinary income and its tax-basis net investment income isreturn of capital, however due to the reversal of the required accrual for GAAP purposes of incentive fees on unrealized gains even though no such incentive fees on unrealized gains are payable by the Company for the nine months ended September 30, 2017 and 2016.

The following table sets forth reconciliationdifference between GAAP basis net investment incomeour fiscal and tax basis net investment income foryear ends, the nine months ended September 30, 2017 and 2016:

  Nine months ended September 30, 
  2017  2016 
GAAP basis net investment income (loss) $(77,113) $261,264 
Reversal of incentive fee accrual on unrealized gains  (334)  31,609 
Other book-tax differences     (2,981)
Tax-basis net investment income (loss) $(77,447) $289,892 

Thefinal determination of the tax attributescharacter of distributions between ordinary income, capital gains, and return of capital will not be made until we file out tax return for the Company’s distributions is made annuallytax year ended December 31, 2021.


The Company's cost basis of investments as of December 31, 2021 for tax purposes was $36,360,346, resulting in an estimated net unrealized gain of $1,312,275. The gross unrealized gains and losses of as December 31, 2021 were $1,806,136 and $493,861, respectively. The Company's cost basis of investments as of December 31, 2020 for tax purposes was $37,453,878, resulting in an estimated net unrealized gain of $1,296,565. The gross unrealized gains and losses of as December 31, 2020 were $1,863,817 and $567,253, respectively.

Taxable income generally differs from net increase (decrease) in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the endrecognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The following reconciles the Company’s fiscal year based upon the Company’snet increase (decrease) in net assets resulting from operations to taxable income for the fulltax year ended December 31, 2021 and distributions paidDecember 31, 2020.

30

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
 Tax Year Ended December 31, 2021Tax Year Ended December 31, 2020
Net increase (decrease) in net assets resulting from operations$483,361 $92,077 
Net realized (gains) losses on investments41,280 845,773 
Net unrealized (gains) losses on investments124,952 (744,114)
Other temporary book-to-tax differences(359,826)(935,070)
Permanent differences318,847 579,507 
Taxable income (loss) before deductions for distributions$608,614 (4)$(161,827)

(1)    Final determination of permanent difference will not be final until we file our return for the full year. The actual tax characteristicsyear ended December 31, 2021.

Capital losses in excess of distributions to stockholders are reported to stockholders annually on Form 1099-DIV.

20

Table of Contents

As of September 30, 2017 and 2016, the components of accumulated earnings oncapital gains earned in a tax basis wereyear may generally be carried forward and used to offset capital gains, subject to certain limitations. For the tax year ended December 31, 2021, we had capital loss carryforwards of $4,226,714 available for use in later tax years. The unused balance each year will be carried forward and utilized as follows:

  Nine months ended September 30, 
  2017  2016 
Overdistributed ordinary income (income and short-term capital gains) $(421,863) $13,607 
Distributable realized gains (long-term capital gains)  65,061   1,025 
Net unrealized appreciation (depreciation) on investments  (1,448,359)  340,015 
  $(1,805,161) $354,647 

The ($1,448,359))gains are realized, subject to limitations. While our ability to utilize losses in the future depends upon a variety of net depreciation as of September 30, 2017 includes gross appreciation over amortized tax cost of $191,929 and gross depreciation under amortized tax cost of $1,640,288. The $340,015 of net appreciation as of September 30, 2016 includes gross appreciation over amortized tax cost of $393,427 and gross depreciation under amortized tax cost of $53,412.

The aggregate costfactors that cannot be known in advance, some of the Company’s investments for U.S. federal income tax purposes totaled $12,934,038capital loss carryforwards may become permanently unavailable due to limitations by the Code.


In general, we make certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which may include merger-related items, differences in the book and $8,635,919 as of September 30, 2017 and 2016, respectively. The aggregate net unrealized appreciation (depreciation) on investments on a tax basis of certain assets and liabilities, amortization of offering costs, expense payments, nondeductible federal excise taxes and net operating losses, among other items. For tax year ended December 31, 2020, we increased total distributable earnings (loss) by $579,507 and decreased additional paid in capital by $579,507. Subsequent to the filing of the Form 10-Q for the quarter ended December 31, 2020, updated tax information was ($1,448,359)received and $340,015 as of Septemberwe increased total distributable earnings (loss) by an additional $192,547 and decreased additional paid in capital by an additional $192,547 for the fiscal year ended June 30, 20172021. For the year ended December 31, 2021, we increased total distributable earnings (loss) by $318,847 and 2016, respectively.

decreased additional paid in capital by $318,847. Due to the difference between our fiscal and tax year end, the reclassifications for the taxable year ended December 31, 2021 are being recorded in the fiscal year ending June 30, 2022 and the reclassifications for the taxable year ended December 31, 2020 were recorded in the fiscal year ended June 30, 2021. The reclassifications, if any, for the taxable year ended December 31, 2021 will be recorded in the fiscal year ending June 30, 2022 once we file our tax return for the tax year ended December 31, 2021.

NOTE 6 –7 - INVESTMENT PORTFOLIO

The original cost basis of debt placement and equity securities acquired, including follow-on investments for existing portfolio companies, payment-in-kind interest, and structuring fees, totaled $4,501,443 and $47,421 during the three months ended December 31, 2021 and 2020, respectively. The original cost basis of debt placement and equity securities acquired, including follow-on investments for existing portfolio companies, payment-in-kind interest, and structuring fees, totaled $10,236,635 and $1,289,445 during the six months ended December 31, 2021 and 2020, respectively. Debt repayments and considerations from sales of equity securities of approximately $4,597,426 and $414,073 were received during the three months ended December 31, 2021 and 2020, respectively. Debt repayments and considerations from sales of equity securities of approximately $10,114,598 and $1,105,458 were received during the six months ended December 31, 2021 and 2020, respectively.
The following table summarizestables summarize the composition of the Company’s investment portfolio at amortized cost and fair value as of September 30, 2017 and December 31, 2016:

  Nine months ended September 30, 2017
(Unaudited)
  Year Ended December 31, 2016 
   Investments at Amortized Cost(1)   Investments at Fair Value   Fair Value Percentage of Total Portfolio   Investments at Amortized Cost(1)   Investments at Fair Value   Fair Value Percentage of Total Portfolio 
Senior Secured Loans—First Lien $7,600,385  $7,621,047   67% $6,680,615  $6,761,313   63%
Senior Secured Loans—Second Lien  3,417,266   3,354,639   29%  2,024,991   1,967,658   19%
Subordinated Debt  666,389      0%  646,901   646,901   6%
Equity/Other  1,250,000   509,993   4%  1,250,000   1,228,301   12%
Total $12,934,040  $11,485,679   100% $10,602,507  $10,604,173   100%

 (1)Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.

21

2021 and June 30, 2021:

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
December 31, 2021
Investments at Amortized Cost(1)
Investments at Fair ValueFair Value Percentage of Total Portfolio
Senior Secured Loans-First Lien$29,862,308 $29,936,102 79 %
Senior Secured Loans-Second Lien506,472 513,717 %
Senior Secured Notes1,004,942 1,009,159 %
Structured Subordinated Notes6,274,032 5,531,643 15 %
Equity/Other681,111 682,000 %
Total Portfolio Investments$38,328,865 $37,672,621 100 %
  June 30, 2021
  
Investments at Amortized Cost(1)
 Investments at Fair Value Fair Value Percentage of Total Portfolio
    
Senior Secured Loans-First Lien $29,466,520  $29,876,179  79 %
Senior Secured Loans-Second Lien 505,448  495,856  %
Senior Secured Notes 973,876  951,073  %
Structured Subordinated Notes 6,459,535  5,626,202  15 %
Equity/Other 681,111  893,000  %
Total Portfolio Investments $38,086,490  $37,842,310  100 %
(1) Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.
32

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of September 30, 2017 and December 31, 2016:

  September 30, 2017
(Unaudited)
  December 31, 2016 
Industry Classification Fair
Value
  Percentage of
Portfolio
  Fair
Value
  Percentage of
Portfolio
 
Automotive Repair, Services, and Parking $   0.0% $122,459   1.2%
Beverage, Food & Tobacco  1,658,531   14.4%  1,162,891   11.0%
Business Services  4,365,138   38.0%  2,793,526   26.3%
Consumer Services  1,178,419   10.3%  955,659   9.0%
Energy: Oil & Gas  341,928   3.0%  346,500   3.3%
Healthcare & Pharmaceuticals  949,567   8.3%  1,403,008   13.2%
High Tech Industries  875,938   7.6%  1,016,921   9.6%
Hotel, Gaming & Leisure  353,478   3.1%     0.0%
Media: Diversified and Production  345,471   3.0%  347,375   3.3%
Metals & Mining  754,832   6.6%  245,625   2.3%
Paper and Allied Products     0.0%  115,294   1.0%
Retail     0.0%  712,500   6.7%
Specialty Finance     0.0%  1,184,130   11.2%
Telecommunications  499,876   4.4%     0.0%
Transportation: Cargo     0.0%     0.0%
Wholesale Trade-Nondurable Goods  162,501   1.3%  198,285   1.9%
Total $11,485,679   100.0% $10,604,173   100.00%

On2021 and June 30, 2017, The Company made the decision to fully mark down its remaining investment value in Javlin Financial as an unrealized loss. The decision was due to performance issues within Javlin Financial’s core business and a breakdown in restructuring negotiations between the Company, its lenders, and Javlin Financial’s controlling shareholder. It is unknown at this time if there will be any value to the investment.

2021:
December 31, 2021
IndustryInvestments at Fair ValuePercentage of Portfolio
Healthcare & Pharmaceuticals$6,268,749 17 %
Structured Finance5,531,643 15 %
Services: Consumer3,897,404 10 %
Telecommunications3,876,781 10 %
High Tech Industries2,717,400 %
Consumer goods: Durable2,574,934 %
Media: Broadcasting & Subscription2,000,000 %
Media: Diversified and Production1,976,488 %
Services: Business1,950,488 %
Wholesale1,906,444 %
Automotive1,240,606 %
Financial1,009,159 %
Consumer goods: Non-Durable995,000 %
Banking, Finance, Insurance & Real Estate738,872 %
Media: Advertising, Printing & Publishing501,250 %
Beverage, Food & Tobacco474,936 %
Retail12,467 0 %
Total$37,672,621 100 %
  June 30, 2021
Industry Investments at Fair Value Percentage of Portfolio
Services: Consumer $6,562,905  17 %
Structured Finance 5,626,202  15 %
Healthcare & Pharmaceuticals 5,003,106  13 %
Telecommunications 3,855,595  10 %
High Tech Industries 2,235,256  %
Services: Business 1,960,647  %
Media: Broadcasting & Subscription 1,960,000  %
Wholesale 1,930,444  %
Media: Diversified and Production 1,601,900  %
Transportation: Cargo 1,470,870  %
Automotive 1,246,875  %
Consumer goods: Non-Durable 1,003,440  %
Financial 951,073  %
Banking, Finance, Insurance & Real Estate742,613  %
Consumer goods: Durable 717,672  %
Media: Advertising, Printing & Publishing485,625 %
Beverage, Food & Tobacco 477,856  %
Retail 10,231  0 %
Total $37,842,310  100 %

33

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021

NOTE 7 –8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Under existing accounting guidance,

The following table presents the fair value is definedof our investments disaggregated into the three levels of the ASC 820 valuation hierarchy as of December 31, 2021 and June 30, 2021, respectively:
As of December 31, 2021
Level 1Level 2Level 3Total
Portfolio Investments
Senior Secured Loans-First Lien$— $1,906,444 $28,029,658 $29,936,102 
Senior Secured Loans-Second Lien— — 513,717 513,717 
Senior Secured Notes— 1,009,159 — 1,009,159 
Structured Subordinated Notes— — 5,531,643 5,531,643 
Equity/Other— — 682,000 682,000 
Total Portfolio Investments$— $2,915,603 $34,757,018 $37,672,621 
  As of June 30, 2021
  Level 1 Level 2 Level 3 Total
Portfolio Investments        
Senior Secured Loans-First Lien $—  $6,771,040  $23,105,139 $29,876,179 
Senior Secured Loans-Second Lien —  —  495,856 495,856 
Senior Secured Notes —  —  951,073  951,073 
Structured Subordinated Notes —  —  5,626,202 5,626,202 
Equity/Other —  —  893,000  893,000 
Total Portfolio Investments $—  $6,771,040  $31,071,270  $37,842,310 

Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, management and the independent valuation firm look at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. In determining the range of values for debt instruments where market quotations are not available, except CLOs, management and the independent valuation firm estimated corporate and security credit ratings and identified corresponding yields to maturity for each loan from relevant market data. A discounted cash flow technique was then applied using the appropriate yield to maturity as the pricediscount rate, to determine a range of values. In determining the range of values for equity investments of portfolio companies , the enterprise value was determined by applying a market approach such as using earnings before interest income, tax, depreciation and amortization (“EBITDA”) multiples, net income and/or book value multiples for similar guideline public companies and/or similar recent investment transactions and/or an income approach, such as the discounted cash flow technique. The enterprise value technique may also be used to value debt investments which are credit impaired. For stressed debt and equity investments, asset recovery analysis was used.
In determining the range of values for our investments in CLOs, the independent valuation firm uses a discounted multi-path cash flow model. The valuations were accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point of view as well as to determine an appropriate call date (i.e., expected maturity). These risk factors are sensitized in the multi-path cash flow model using Monte Carlo simulations to generate probability-weighted (i.e., multi-path) cash flows for the underlying assets and liabilities. These cash flows are discounted using appropriate market discount rates, which consider relevant data in the CLO market and certain benchmark credit indices, to determine the value of each CLO investment. In addition, we generate a single-path cash flow utilizing our best estimate of expected cash receipts, and assess the reasonableness of the implied discount rate that would be effective for the value derived from the corresponding multi-path cash flow model.
Our portfolio consists of residual interests in CLOs, which involve a number of significant risks. CLOs are typically very highly levered (10 - 14 times), and therefore the residual interest tranches that we invest in are subject to a higher degree of risk of total loss. In particular, investors in CLO residual interests indirectly bear risks of the underlying loan investments held by such CLOs. We generally have the right to receive payments only from the CLOs, and generally do not have direct rights against the underlying borrowers or the entity that sponsored the CLOs. While the CLOs we target generally enable the investor to acquire interests in a pool of senior loans without the expenses associated with directly holding the same investments, the prices of
34

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
indices and securities underlying our CLOs will rise or fall. These prices (and, therefore, the prices of the CLOs) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. The failure by a CLO investment in which we invest to satisfy financial covenants, including with respect to adequate collateralization and/or interest coverage tests, could lead to a reduction in its payments to us. In the event that a CLO fails certain tests, holders of debt senior to us would be entitled to additional payments that would, in turn, reduce the payments we would otherwise be entitled to receive. Separately, we may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting CLO or any other investment we may make. If any of these occur, it could materially and adversely affect our operating results and cash flows.
The interests we have acquired in CLOs are generally thinly traded or have only a limited trading market. CLOs are typically privately offered and sold, even in the secondary market. As a result, investments in CLOs may be characterized as illiquid securities. In addition to the general risks associated with investing in debt securities, CLO residual interests carry additional risks, including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) our investments in CLO tranches will likely be subordinate to other senior classes of note tranches thereof; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the CLO investment or unexpected investment results. Our net asset value may also decline over time if our principal recovery with respect to CLO residual interests is less than the cost of those investments. Our CLO investments and/or the CLOs’ underlying senior secured loans may prepay more quickly than expected, which could have an adverse impact on our value.
An increase in LIBOR would materially increase the CLO’s financing costs. Since most of the collateral positions within the CLOs have LIBOR floors, there may not be corresponding increases in investment income (if LIBOR increases but stays below the LIBOR floor rate of such investments) resulting in materially smaller distribution payments to the residual interest investors.
On March 5, 2021, the FCA announced that (i) 24 LIBOR settings would cease to exist immediately after December 31, 2021 (all seven euro LIBOR settings; all seven Swiss franc LIBOR settings; the Spot Next, 1-week, 2-month, and 12-month Japanese yen LIBOR settings; the overnight, 1-week, 2-month, and 12-month sterling LIBOR settings; and the 1-week and 2-month US dollar LIBOR settings); (ii) the overnight and 12-month US LIBOR settings would cease to exist after June 30, 2023; and (iii) the FCA would consult on whether the remaining nine LIBOR settings should continue to be published on a synthetic basis for a certain period using the FCA’s proposed new powers that the Company would receive upon selling an investment or payUK government is legislating to transfergrant to them.
We hold more than a liability10% interest in certain foreign corporations that are treated as controlled foreign corporations (“CFC”) for U.S. federal income tax purposes (including our residual interest tranche investments in CLOs). Therefore, we are treated as receiving a deemed distribution (taxable as ordinary income) each year from such foreign corporations in an orderly transactionamount equal to our pro rata share of the corporation’s income for that tax year (including both ordinary earnings and capital gains). We are required to include such deemed distributions from a CFC in our taxable income and we are required to distribute at least 90% of such income to maintain our RIC status, regardless of whether or not the CFC makes an actual distribution during such year.
If we acquire shares in “passive foreign investment companies” (“PFICs”) (including residual interest tranche investments in CLOs that are PFICs), we may be subject to federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend to our stockholders. Certain elections may be available to mitigate or eliminate such tax on excess distributions, but such elections (if available) will generally require us to recognize our share of the PFIC’s income for each year regardless of whether we receive any distributions from such PFICs. We must nonetheless distribute such income to maintain our status as a RIC.
Legislation known as FATCA and regulations thereunder impose a withholding tax of 30% on payments of U.S. source interest and dividends to certain non-U.S. entities, including certain non-U.S. financial institutions and investment funds, unless such non-U.S. entity complies with certain reporting requirements regarding its United States account holders and its United States owners. Most CLOs in which we invest will be treated as non-U.S. financial entities for this purpose, and therefore will be required to comply with these reporting requirements to avoid the 30% withholding. If a CLO in which we invest fails to properly comply with these reporting requirements, it could reduce the amounts available to distribute to residual interest and junior debt holders in such CLO vehicle, which could materially and adversely affect our operating results and cash flows.
If we are required to include amounts in income prior to receiving distributions representing such income, we may have to sell some of our investments at times and/or at prices management would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose.
A portion of the Company’s portfolio is concentrated in CLOs, which is subject to a risk of loss if that sector experiences a market participantdownturn. The Company is subject to credit risk in the principal or most advantageous marketnormal course of pursuing its investment objectives. The
35

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
Company’s maximum risk of loss from credit risk for the investment. This accounting guidance emphasizes that valuation techniques maximizeportfolio of CLO investments is the useinability of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadlyCLOs collateral managers to return up to the assumptions that market participants would usecost value due to defaults occurring in pricing an assetthe underlying loans of the CLOs.                                                 

Investments in CLOs residual interests generally offer less liquidity than other investment grade or liability, including assumptions about risk. Inputshigh-yield corporate debt, and may be observable or unobservable. Observable inputssubject to certain transfer restrictions. The Company’s ability to sell certain investments quickly in response to changes in economic and other conditions and to receive a fair price when selling such investments may be limited, which could prevent the Company from making sales to mitigate losses on such investments. In addition, CLOs are inputs that reflectsubject to the assumptions market participants would usepossibility of liquidation upon an event of default of certain minimum required coverage ratios, which could result in pricing an asset or liability developed based on market data obtained from sources independentfull loss of value to the CLOs interests and junior debt investors.

The fair value of the Company. Unobservable inputsCompany’s investments may be significantly affected by changes in interest rates. The Company’s investments in senior secured loans through CLOs are inputs that reflectsensitive to interest rate levels and volatility. In the assumptions market participants would useevent of a significant rising interest rate environment and/or economic downturn, loan defaults may increase and result in pricing an asset or liability developedcredit losses which may adversely affect the Company’s cash flow, fair value of its investments and operating results. In the event of a declining interest rate environment, a faster than anticipated rate of prepayments is likely to result in a lower than anticipated yield.

The significant unobservable input used to value our investments based on the best information availableyield technique and discounted cash flow technique is the market yield (or applicable discount rate) used to discount the estimated future cash flows expected to be received from the underlying investment, which includes both future principal and interest/dividend payments. Increases or decreases in the circumstances.

The Company classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting guidance:

Level 1: Inputs that are quoted prices (unadjusted)market yield (or applicable discount rate) would result in active markets for identical assetsa decrease or liabilities.

Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets.

Level 3: Inputs that are unobservable for an asset or liability.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 22

Table of Contents

As of September 30, 2017 and December 31, 2016, the Company’s investments were categorized as followsincrease, respectively, in the fair value hierarchy):

Valuation Inputs Nine months ended September 30, 2017 (Unaudited)  Year ended December 31, 2016 
Level 1—Price quotations in active markets $  $ 
Level 2—Significant other observable inputs      
Level 3—Significant unobservable inputs  11,485,679   10,604,173 
Total $11,485,679  $10,604,173 

The Company’s investments asmeasurement. Management and the independent valuation firms may consider the following factors when selecting market yields or discount rates: risk of September 30, 2017 consisted of debt securities that are traded on a private over-the-counter market for institutional investors, a subordinated convertible note and two equity investments. The Company valued its debt investments by using the midpointdefault, rating of the prevailing bidinvestment and ask prices from dealers on the date of the relevant period end, which were provided by independent third-party pricing servicescomparable company investments, and screened for validity by such services. The determination of fair market value for the equity positions were determined by considering, among other factors, various income scenarios and multiples of earnings before interest, taxes, depreciation and amortization, or EBITDA, cash flows, net income, revenues, waterfall and liquidation priority and market comparables, book value multiples, economic profits and portfolio multiples.

The Company may periodically benchmark the bid and ask prices it receives from the third-party pricing services against the actual prices at which the Company purchases and sells its investments. Based on the results of the benchmark analysis and the experience of the Company’s management in purchasing and selling these investments, the Company believes that these prices are reliable indicators of fair value. However, because of the private nature of this marketplace (meaning actual transactions are not publicly reported), the Company believes that these valuation inputs are classified as Level 3 within the fair value hierarchy. The Company’s board of directors reviewed and approved the valuation determinations made with respect to these investments in a manner consistent with the Company’s valuation process.

call provisions.

The significant unobservable inputs used in the market approach of fairto value measurement of our investments arebased on the EV analysis may include market multiples of specified financial measures such as EBITDA, net income, or book value of comparable companies.identified guideline public companies, implied valuation multiples from precedent M&A transactions, and/or discount rates applied in a discounted cash flow technique. The Company selectsindependent valuation firm identifies a population of publicly traded companies for each investment with similar operations and key attributes to that of the portfolio company. Using valuation and operating metrics of these guideline companies’ data,public companies and/or as implied by relevant precedent transactions, a range of multiples of enterprisethe latest twelve months EBITDA, or other measure such as net income or book value, to EBITDA is typically calculated. The Company selects percentages fromindependent valuation firm utilizes the range ofdetermined multiples for purposes of determiningto estimate the portfolio company’s estimated enterprise valueEV generally based on said multiple and generally the latest twelve months’months EBITDA of the portfolio company. Significant increases or decreases in enterprise value may result in increasescompany (or other meaningful measure). Increases or decreases in the multiple would result in an increase or decrease, respectively, in EV which would result in an increase or decrease in the fair value estimatemeasurement of the debt of controlled companies and/or equity investment.

 23

investment, as applicable. In certain instances, a discounted cash flow analysis may be considered in estimating EV, in which case, discount rates based on a weighted average cost of capital and application of the capital asset pricing model may be utilized.

TableChanges in market yields, discount rates, EBITDA multiples, each in isolation, may change the fair value measurement of Contents

certain of our investments. Generally, an increase in market yields, discount rates, or a decrease in EBITDA (or other) multiples may result in a decrease in the fair value measurement of certain of our investments.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the currently assigned valuations.
During the six months ended December 31, 2021, the valuation methodology for Rising Tide Holdings, Inc. (“Rising Tide”) changed to incorporate the yield method and quoted prices instead of only utilizing the yield method. As a result of a decrease in the yield method price of the First Lien Term Loan, the fair value of our investment in Rising Tide decreased to $995,000 as of December 31, 2021, a premium of $9,203 from its amortized cost, compared to the $13,365 unrealized appreciation recorded at June 30, 2021.
The Amerilife Holdings, LLC, McAfee, LLC, Rising Tide Holdings, Inc., Rocket Software, Inc. and Shutterfly, Inc. investments were transferred into Level 3 due to decreased observability of the inputs during the quarter ended December 31, 2021.
36

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
As of December 31, 2021 and June 30, 2021, there were no loans on non-accrual status.

Impact of the novel coronavirus (“COVID-19”) pandemic                                

On March 11, 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) as a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. COVID-19 has had a devastating impact on the global economy, including the U.S. economy, and has resulted in a global economic recession.

COVID-19 has been declared a pandemic by the World Health Organization and, in response to the outbreak, the U.S. Health and Human Services Secretary declared a public health emergency in the United States. COVID-19 had a devastating impact on the global economy, including the U.S. economy, and resulted in a global economic recession. Many states issued orders requiring the closure of non-essential businesses and/or requiring residents to stay at home. The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused, and are continuing to cause, business shutdowns, cancellations of events and travel, significant reductions in demand for certain goods and services, reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both globally and in the United States. Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter. While several countries, as well as certain states, counties and cities in the United States, began to relax the early public health restrictions with a view to partially or fully reopening their economies, many cities, both globally and in the United States, continue to experience, from time to time, surges in the reported number of cases and hospitalizations related to the COVID-19 pandemic. Increases in cases can and have led to the re-introduction of such restrictions in certain states in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere. Additionally, the vaccine produced by Johnson & Johnson is currently authorized for emergency use, and the U.S. Food and Drug Administration (“FDA”) has granted full approval to the vaccines produced by Pfizer-BioNTech and Moderna, which will now be marketed as Comirnaty and Spikevax, respectively. However, it remains unclear how quickly the vaccines will be distributed nationwide and globally or when “herd immunity” will be achieved and the restrictions that were imposed to slow the spread of the virus will be lifted entirely. Various factors could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a substantial economic downturn or recession, and our business and operations, as well as the business and operations of our portfolio companies, could be materially adversely affected by a prolonged economic downturn or recession in the United States and other major markets.

The COVID-19 pandemic (including the preventative measures taken in response thereto) has to date (i) created significant business disruption issues for certain of our portfolio companies, and (ii) materially and adversely impacted the value and performance of certain of our portfolio companies and SSN investments. The COVID-19 pandemic continues to have a particularly adverse impact on industries in which certain of our portfolio companies operate, including energy, hospitality, travel, retail and restaurants. Certain of our portfolio companies in other industries have also been significantly impacted. The COVID-19 pandemic is continuing as of the filing date of these financial statements, and its extended duration may have further adverse impacts on our portfolio companies and SSN investments after December 31, 2021, including for the reasons described herein. As a result of this disruption and the pressures on their liquidity, certain of our portfolio companies have been, or may continue to be, incentivized to draw on most, if not all, of the unfunded portion of any revolving or delayed draw term loans made by us, subject to availability under the terms of such loans.

As a BDC, we are required to carry our investments at fair value as determined in good faith by our Board of Directors. Depending on market conditions, we could incur substantial losses in future periods, which could have a material adverse impact on our business, financial condition, and results of operations.

Although it is difficult to predict the extent of the impact of the COVID-19 outbreak on the underlying CLO vehicles we invest in, CLO vehicles in which we invest may fail to satisfy certain financial covenants, including with respect to adequate collateralization and/or interest coverage tests. Such failure could cause the assets of the CLO vehicle to not receive full par credit for purposes of calculation of the CLO vehicle’s overcollateralization tests and as a consequence, may lead to a reduction in such CLO vehicle’s payments to us, because holders of debt senior to us may be entitled to additional payments that would, in turn, reduce the payments we would otherwise be entitled to. Separately, we may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting CLO vehicle or any other investment we may make. If any of these occur, it could materially and adversely affect our operating results and cash flows.

The COVID-19 pandemic has adversely impacted the fair value of some of our investments as of December 31, 2021, and the values assigned as of this date may differ materially from the values that we may ultimately realize with respect to our investments. The impact of the COVID-19 pandemic may not yet be fully reflected in the valuation of our investments as our valuations, and particularly valuations of private investments and private companies, are inherently uncertain, may fluctuate
37

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
over short periods of time and are often based on estimates, comparisons and qualitative evaluations of private information that is often from a time period earlier, generally two to three months, than the quarter for which we are reporting. Additionally, we may not have yet received information or certifications from our portfolio companies that indicate any or the full extent of declining performance or non-compliance with debt covenants, as applicable, as a result of the COVID-19 pandemic. As a result, our valuations at December 31, 2021 may not show the complete or continuing impact of the COVID-19 pandemic and the resulting measures taken in response thereto. In addition, write downs in the value of some of our investments have reduced, and any additional write downs may further reduce, our net asset value (and, as a result, our asset coverage calculation). Accordingly, we may incur net unrealized losses or may incur realized losses after December 31, 2021, which could have a material adverse effect on our business, financial condition and results of operations.
The following is a reconciliation for the ninesix months ended September 30, 2017 and year ended December 31, 20162021 and 2020 of investments for which significant unobservable inputs (Level 3) were used in determining fair value:

  For the nine months ended September 30, 2017 
  Senior  Secured Loans - First Lien  Senior  Secured Loans - Second Lien  Subordinated Convertible Debt  Equity/Other  Total 
Fair value at beginning of period $6,761,313  $1,967,658  $646,901  $1,228,301  $10,604,173 
Accretion of discount (amortization of premium)  16,507   7,411         23,918 
Net realized gain (loss)  50,020   41,114         91,134 
Net change in unrealized appreciation (depreciation)  (60,034)  (5,295)  (666,389)  (718,307)  (1,450,025)
Purchases  3,897,250   2,221,250         6,118,500 
Paid-in-kind interest        19,488      19,488 
Sales and redemptions  (3,044,009)  (877,500)        (3,921,509)
Net transfers in or out of Level 3               
Fair value at end of period $7,621,047  $3,354,638  $  $509,994  $11,485,679 
                     
The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date $(60,034) $(5,295) $(666,389) $(718,307) $(1,450,025)

  For the year ended December 31, 2016 
  Senior  Secured Loans - First Lien  Senior  Secured Loans - Second Lien  Subordinated Convertible Debt  Equity/Other  Total 
Fair value at beginning of period $2,389,377  $1,041,875  $609,219  $1,488,266  $5,528,737 
Accretion of discount (amortization of premium)  12,124   6,512         18,636 
Net realized gain (loss)  19,433   298         19,731 
Net change in unrealized appreciation (depreciation)  117,410   (33,527)     (259,965)  (176,082)
Purchases  5,083,375   1,202,500         6,285,875 
Paid-in-kind interest        37,682      37,682 
Sales and redemptions  (860,406)  (250,000)        (1,110,406)
Net transfers in or out of Level 3               
Fair value at end of period $6,761,313  $1,967,658  $646,901  $1,228,301  $10,604,173 
                     
The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date $117,410  $(33,527) $  $(259,965) $(176,082)

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
  Senior
Secured
Loans -
First Lien
Senior
Secured
Loans -
Second Lien
Senior Secured NotesStructured
Subordinated
Notes
Equity/Other Total
Fair Value at June 30, 2021 $23,105,139 $495,856 $951,073 $5,626,202 $893,000  $31,071,270 
Net realized gains on investments — — — — —  — 
Net change in unrealized gains (losses) on investments (210,825)16,836 22,804 90,941 (211,000) (291,244)
Net realized and unrealized gains (losses) on investments(210,825)16,836 22,804 90,941 (211,000)(291,244)
Purchases of investments 7,241,250 — — — —  7,241,250 
Payment-in-kind interest— 385 — — — 385 
Accretion (amortization) of purchase discount and premium, net 134,508 640 26,123 (185,500)—  (24,229)
Repayments and sales of portfolio investments(7,462,845)— (1,000,000)— — (8,462,845)
Transfers into Level 3(1)
5,965,044 — — — — 5,965,044 
Transfers out of Level 3(1)
(742,613)— — — — (742,613)
Fair Value at December 31, 2021 $28,029,658 $513,717 $— $5,531,643 $682,000  $34,757,018 
        
Net change in unrealized gains (losses) attributable to Level 3 investments still held at the end of the period $(160,750)$16,836 $22,804 $90,941 $(211,000) $(241,169)
(1) Transfers are assumed to have occurred at the beginning of the quarter during which the asset was transferred. Transfers out of Level 3 were due to increased observability of the inputs during the quarter ended December 31, 2021. Transfers into Level 3 were due to decreased observability of the inputs during the quarter ended December 31, 2021.
38

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
  Senior
Secured
Loans -
First Lien
Senior
Secured
Loans -
Second Lien
Senior Secured NotesStructured
Subordinated
Notes
Equity/Other Total
Fair Value at June 30, 2020 $28,653,561 $1,213,148 $811,267 $5,198,739 $—  $35,876,715 
Net realized gains on investments — 11,050 — — —  11,050 
Net change in unrealized gains (losses) on investments 889,135 136,774 115,562 250,190 —  1,391,661 
Net realized and unrealized gains (losses) on investments889,135 147,824 115,562 250,190 — 1,402,711 
Purchases of investments 1,274,290 — — — —  1,274,290 
Payment-in-kind interest14,971 184 — — — 15,155 
Accretion (amortization) of purchase discount and premium, net 74,291 1,588 9,018 124,929 —  209,826 
Repayments and sales of portfolio investments(624,652)(446,250)— — — (1,070,902)
Transfers out of Level 3(1)
(4,159,604)— — — — (4,159,604)
Fair Value at December 31, 2020 $26,121,992 $916,494 $935,847 $5,573,858 $—  $33,548,191 
        
Net change in unrealized gains (losses) attributable to Level 3 investments still held at the end of the period $801,950 $139,582 $115,562 $250,190 $—  $1,307,284 
(1)Transfers are assumed to have occurred at the beginning of the quarter during which the asset was transferred. Transfers out of Level 3 were due to increased observability of the inputs during the quarter ended December 31, 2020.
Affiliate Investments (5.00% to 24.99% voting control)
  Equity/Other Total
Fair Value at June 30, 2020 $786,988  $786,988 
Net realized (losses) on investments —  — 
Net change in unrealized gains (losses) on investments 208,012  208,012 
Net realized and unrealized gains (losses) on investments208,012 208,012 
Fair Value at December 31, 2020 $995,000  $995,000 
   
Net change in unrealized gains (losses) attributable to Level 3 investments still held at the end of the period $208,012  $208,012 
The valuation techniques andfollowing table provides quantitative information regarding significant unobservable inputs used in recurringthe fair value measurement of Level 3 fair value measurements of assetsinvestments as of September 30, 2017 were as follows:

Asset Category Fair Value Primary Valuation Technique Unobservable Inputs Range Weighted Average
Senior Secured First Lien Debt  7,621,047 Market quotes Indicative dealer quotes 76.50 - 102.00 99.17
Senior Secured Second Lien Debt 3,354,639 Market quotes Indicative dealer quotes 44.50 - 102.13 98.11
Subordinated Debt   Distribution waterfall/ liquidation priorities N/A N/A N/A
Equity/Other   Distribution waterfall/ liquidation priorities N/A N/A N/A
Equity/Other  509,993 Market comparables EBITDA multiples (x) 7.15x - 9.15x 8.15x
Total $11,485,679        

December 31, 2021:

39

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
Unobservable Inputs
Asset Category Fair Value Primary Valuation
Technique
 Inputs Range Weighted
Average
         
Senior Secured First Lien Debt $5,004,549  Market quotes Indicative dealer quotes 81.92%-100.36% 97.12%
Senior Secured First Lien Debt23,025,109 Discounted Cash Flow (Yield Analysis)Market Yield4.69%-7.97%6.25%
Senior Secured Second Lien
Debt
 513,717  Market quotes Indicative dealer quotes 95.00%-100.63% 100.18%
Equity/Other 682,000  Enterprise Value Waterfall (Market Approach) EBITDA multiples (x) 0.00x-8.50x 8.00x
Subordinated Structured Notes 5,531,643  Discounted Cash Flow Discount Rate 
0.21%- 32.32%(1)
 
18.76%(1)
$34,757,018 
(1) Represents the implied discount rate based on our internally generated single-cash flows that is derived from the fair value estimated by the corresponding multi-path cash flow model utilized by the independent valuation firm.
The valuation techniques andfollowing table provides quantitative information regarding significant unobservable inputs used in recurringthe fair value measurement of Level 3 fair value measurements of assetsinvestments as of December 31, 2016 were as follows:

Asset Category Fair Value Primary Valuation Technique Unobservable Inputs Range Weighted Average
Senior Secured First Lien Debt  6,761,313 Market quotes Indicative dealer quotes 79.50 - 102.00 99.63
Senior Secured Second Lien Debt 1,967,658 Market quotes Indicative dealer quotes 58.00 - 102.19 94.31
Subordinated Debt  646,901 Market comparables Book value multiples (x) 14.6% - 17.4%/ 2.4x - 34.0x 15%
Equity/Other  537,229 Market comparables Book value multiples (x) 14.6% - 17.4%/ 2.4x - 34.0x 15%
Equity/Other  691,072 Market comparables EBITDA multiples (x) 7.15x - 9.15x 8.15x
Total $10,604,173        

On June 30, 2017, The Company made the decision to fully mark down its remaining investment value in Javlin Financial as an unrealized loss. The decision was due to performance issues within Javlin Financial’s core business and a breakdown in restructuring negotiations between the Company, its lenders, and Javlin Financial’s controlling shareholder. It is unknown at this time if there will be any value to the investment.

 24

2021:

Unobservable Inputs
Asset Category Fair Value Primary Valuation
Technique
 Inputs Range Weighted
Average
         
Senior Secured First Lien Debt $1,402,784  Market quotes Indicative dealer quotes 94.85%-99.38% 96.57%
Senior Secured First Lien Debt21,702,355 Discounted Cash Flow (Yield Analysis)Market Yield4.24%-7.64%5.92%
Senior Secured Second Lien
Debt
 495,856  Market quotes Indicative dealer quotes 80.00%-97.50% 96.82%
Senior Secured Notes951,073 Discounted Cash Flow (Yield Analysis)Market Yield16.5%-19.5%18%
Equity/Other 893,000  Enterprise Value Waterfall (Market Approach) EBITDA multiples (x) 0.00x-8.50x 8.00x
Subordinated Structured Notes 5,626,202  Discounted Cash Flow Discount Rate 
3.94%- 35.20%(1)
 
23.77%(1)
$31,071,270 
(1) Represents the implied discount rate based on our internally generated single-cash flows that is derived from the fair value estimated by the corresponding multi-path cash flow model utilized by the independent valuation firm.

Table of Contents

NOTE 8 – FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights of the Company forFor the three months ended September 30, 2017 and the yearsix months ended December 31, 2016:

  Nine Months Ended September 30, 2017 (Unaudited)  Year Ended December 31, 2016 
Per Share Data:        
Net asset value, beginning of period $13.55  $13.75 
Results of operations(1)        
Net investment income (loss)  (0.07)  0.48 
Net realized and unrealized appreciation (depreciation) on investments(2)  (1.09)  (0.14)
Net increase (decrease) in net assets resulting from operations  (1.16)  0.34 
Stockholder distributions(3)        
Distributions from net investment income  (0.31)  (0.51)
Distributions from net realized gain on investments  (0.04)   
Net decrease in net assets resulting from stockholder distributions  (0.35)  (0.51)
Capital share transactions        
Issuance of common stock(4)  0.07   (0.03)
Offering costs(1)      
Net increase (decrease) in net assets resulting from capital share transactions  0.07   (0.03)
Net asset value, end of period $12.11  $13.55 
Shares outstanding, end of period  1,338,155   976,406 
Total return(5)  -8.1%  2.2%
Ratio/Supplemental Data:        
Net assets, end of period $16,206,374  $13,228,702 
Ratio of net investment income to average net assets  -0.5%  3.6%
Ratio of total operating expenses to average net assets  5.1%  7.2%
Ratio of expenses reimbursed by sponsor to average net assets  0.5%  6.5%
Ratio of expense recoupment payable to sponsor to average net assets  0.0%  0.0%
Ratio of capital gain incentive fee to average net assets  0.00%  -0.34%
Ratio of net operating expenses to average net assets  4.6%  0.7%
Portfolio turnover(6)  26.6%  10.8%

(1)The per share data was derived by using the weighted average shares outstanding for the nine months ended September 30, 2017 and the year ended December 31, 2016.
(2)The amount shown for a share outstanding throughout the year may not agree with the change in the aggregate gains and losses in portfolio securities for the year because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.
(3)The per share data for distributions reflects the actual amount of distributions paid per share during the applicable period.
(4)The issuance of common stock on a per share basis reflects the incremental net asset value changes as a result of the issuance of shares of common stock in the Company’s continuous public offering and pursuant to the Company’s distribution reinvestment plan. The issuance of common stock at an offering price, net of sales commissions and dealer manager fees, that is greater or less than the net asset value per share results in an increase or decrease in net asset value per share.
(5)The total return for each period presented was calculated by taking the net asset value per share as of the end of the applicable period, adding the cash distributions per share which were declared during the applicable calendar year and dividing the total by the net asset value per share at the beginning of the applicable year. The total return does not consider the effect of the sales load from the sale of the Company’s common stock. The total return includes the effect of the issuance of shares at a net offering price that is greater than net asset value per share, which causes an increase in net asset value per share. The historical calculation of total return in the table should not be considered a representation of the Company’s future total return, which may be greater or less than the return shown in the table due to a number of factors, including the Company’s ability or inability to make investments in companies that meet its investment criteria, the interest rate payable on the debt securities the Company acquires, the level of the Company’s expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Company encounters competition in its markets and general economic conditions. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods. The total return calculations set forth above represent the total return on the Company’s investment portfolio during the applicable period and are calculated in accordance with GAAP. These return figures do not represent an actual return to stockholders.
(6)Portfolio turnover for the nine months ended September 30, 2017 is not annualized.

 25

2021 there were $20,000 of structuring fees recognized as part of interest income on the
Consolidated Statement of Operations. For the three months and six months ended December 31, 2020 there were no structuring fees recognized as part of interest income on the Consolidated Statement of Operations. For the three months and six months ended December 31, 2021, there was accelerated original issue discounts due to repayments of $55,557 and $246,523, respectively included in interest income. For the three months and six months ended December 31, 2020, there were no accelerated original issue discounts due to repayments included in interest income. For the three months and six months ended December 31, 2021, there was early repayment income of $60,276 included in interest income. For the three months and six months ended December 31, 2020, there was no early repayment income included in interest income.


Table of Contents

NOTE 9 - COMMITMENTS AND CONTINGENCIES

The Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. Management has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote.

The Company has a conditional obligation to reimburse the Adviser for any amounts funded by the Adviser under the Expense Limitation Agreement for any payments made by the Adviser. The Expense Limitation Agreement payments are subject to repayment by the Company within the three years following the end of the quarter in which the payment was made by the
40

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
Adviser; provided that any such repayments shall be subject to the then-applicable expense limitation, if any, and the limit that was in effect at the time when the Adviser made the payment that is subject to repayment.
The Company is not currently subject to any material legal proceedings and, to the Company’s knowledge, no material legal proceedings are threatened against the Company. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with its portfolio companies. While the outcome of theseany legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material adverse effect upon its financial condition or results of operations.


As of June 30, 2021, the Company had an unfunded commitment related to Amerilife Holdings, LLC for $85,227. The fair value of our delayed draw term loans was zero as of June 30, 2021. As of December 31, 2021, there was no unfunded commitment made by the Company.
NOTE 10 - REVOLVING CREDIT FACILITY

On May 16, 2019, the Company established a $50 million senior secured revolving credit facility (the “Credit Facility”) with Royal Bank of Canada, a Canadian chartered bank, acting as administrative agent. In connection with the Credit Facility, the SPV, as borrower, and each of the other parties thereto entered into a Revolving Loan Agreement, dated as of May 16, 2019 (the “Loan Agreement”).
The Credit Facility matures on May 21, 2029 and interest on borrowings under the Credit Facility when established was three-month LIBOR plus 1.55%. On May 11, 2020, the Company agreed to the increased interest rate of three-month LIBOR plus 2.20% on the Credit Facility for the period between May 16, 2020 to November 15, 2020. Effective November 10, 2020, the end date of the ramp period of the Credit Facility was extended from November 15, 2020 to May 14, 2021. As a result, the interest rate on borrowings under the Credit Facility of the three-month LIBOR plus 2.20% was extended from the period between May 16, 2020 to November 15, 2020 to the period between May 16, 2020 to May 14, 2021. On May 11, 2021, the end date of the ramp period of the Credit Facility was further extended from May 14, 2021 to November 15, 2021. Effective August 26, 2021, the end date of the ramp period of the Credit Facility was further extended from November 15, 2021 to August 25, 2022. The Credit Facility is secured by substantially all of the SPV’s properties and assets. Under the Loan Agreement, the SPV has made certain customary representations and warranties and is required to comply with various covenants, including reporting requirements and other customary requirements for similar credit facilities. The Loan Agreement includes usual and customary events of default for credit facilities of this nature. As of December 31, 2021, we were in compliance with the applicable covenants.
As of December 31, 2021 and June 30, 2021, we had $21,000,000 outstanding on our Credit Facility. As of December 31, 2021 and June 30, 2021, the investments used as collateral for the Credit Facility had an aggregate fair value of $30,437,352 and $30,361,804, respectively, which represents 81% and 80% of our total investments for each period, respectively. As permitted by ASC 825-10-25, we have not elected to fair value our Credit Facility on the Consolidated Statements of Assets and Liabilities. The fair value of the Credit Facility was $21,000,000 and is categorized as Level 2 under ASC 820 as of December 31, 2021. The fair value of the revolving credit facility is equal to its carrying value as the Company has the ability to repay the outstanding principal at par value at any time.
In connection with the origination of the Credit Facility, we incurred $588,355 in fees, all of which are being amortized over the term of the facility in accordance with ASC 470-50. As of December 31, 2021 and June 30, 2021, $433,741 and $463,376, respectively, remains to be amortized and is reflected as deferred financing costs on the Consolidated Statements of Assets and Liabilities.

During the three months ended December 31, 2021 and 2020, we recorded $141,686 and $144,803, respectively, of interest costs and amortization of financing costs on the Credit Facility as interest expense. During During the six months ended December 31, 2021 and 2020, we recorded $284,071 and $291,451, respectively, of interest costs and amortization of financing costs on the Credit Facility as interest expense.

For the three months ended December 31, 2021 and 2020,  the average stated interest rate (i.e., rate in effect plus the spread) was 2.36% and 2.42%, respectively.

For the six months ended December 31, 2021 and 2020  the average stated interest rate (i.e., rate in effect plus the spread) was 2.34% and 2.44%, respectively. For the three months and six months ended December 31, 2021 and 2020, average outstanding borrowings for Credit Facility was $21,000,000.
41

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
NOTE 11- FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for each of the three months and six months ended December 31, 2021 and 2020:
 Three Months Ended December 31,Six Months Ended December 31,
 2021202020212020
Per Share Data(a):
Net asset value at beginning of period8.26 8.34 8.36 8.28 
Net investment (loss) income0.09 (0.09)0.28 (0.07)
Net realized and unrealized (losses) on investments(0.05)0.51 (0.17)0.71 
Net increase (decrease) in net assets resulting from operations0.04 0.42 0.11 0.64 
Distributions(b)
Return of capital distributions(0.12)(0.13)(0.19)(0.26)
Distributions from net investment income(0.04)(0.03)(0.12)(0.06)
Total Distributions(0.16)(0.16)(0.31)(0.32)
Other (c)
0.01 — (0.01)— 
Net asset value at end of period$8.15 $8.60 $8.15 $8.60 
Total return based on net asset value (d)
0.52 %5.12 %1.27 %7.88 %
Supplemental Data:
Net assets at end of period$19,409,709 $20,506,133 $19,409,709 $20,506,133 
Average net assets$19,558,967 $20,194,918 $19,688,581 $19,982,746 
Average shares outstanding2,383,928 2,385,301 2,384,784 2,373,291 
Ratio to average net assets:
Total annual expenses14.88 %21.28 %14.82 %20.76 %
Total annual expenses (after expense limitation agreement)11.10 %21.28 %11.09 %18.93 %
Net investment (loss) income4.44 %(4.03)%6.74 %(1.72)%
Portfolio Turnover11.91 %0.10 %26.75 %2.93 %
(a) Calculated based on weighted average shares outstanding.
(b) The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the year. Distributions per share are rounded to the nearest $0.01.
(c) The amount shown represents the balancing figure derived from the other figures in the schedule, and is primarily attributable to the accretive effects from the sales of the Company’s shares and the effects of share repurchases during the period.
(d) Total return is based upon the change in net asset value per share between the opening and ending net asset values per share during the period and assumes that distributions are reinvested in accordance with the Company’s distribution reinvestment plan. The computation does not reflect the sales load for any class of shares. Total return based on market value is not presented since the Company’s shares are not publicly traded. Total return has not been annualized.








42

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
The following is a schedule of financial highlights for each of the five years ended in the period ended June 30, 2021 (audited):
 Year EndedYear EndedYear Ended Year EndedYear Ended
 June 30, 2021June 30, 2020
June 30, 2019(e)
June 30, 2018(f)
June 30, 2018(f)
  PWAY Class APWAY Class I
Per Share Data(a):
    
Net asset value at beginning of year8.28 9.88 $9.89  $13.53 $13.53 
Net investment (loss) income(0.08)0.24 0.91  0.79 0.81 
Net realized and unrealized (losses) on investments0.82 (1.22)(1.11) (0.80)(0.79)
Net increase (decrease) in net assets resulting from operations0.74 (0.98)(0.20) (0.01)0.02 
Distributions(b)
    
Return of capital distributions(0.59)(0.57)(0.54) (0.62)(0.62)
Distributions from net investment income(0.06)(0.15)(0.03) (0.24)(0.24)
Total Distributions(0.65)(0.72)(0.57) (0.86)(0.86)
Offering costs— — 0.61  — — 
Other (c)
(0.01)0.10 0.15  0.05 0.04 
Net asset value at end of year$8.36 $8.28 $9.88  $12.71 $12.73 
Total return based on net asset value (d)
9.03 %(10.13)%7.52 % 0.18 %0.33 %
    
Supplemental Data:   
Net assets at end of year$19,947,807 $19,558,400 $23,410,715  $7,933,028 $420,136 
Average net assets$20,055,524 $21,234,189 $12,536,923  $8,314,166 $439,787 
Average shares outstanding2,377,461 2,366,005 1,297,582  622,683 32,914 
Ratio to average net assets:   
Total annual expenses20.07 %16.41 %23.48 % 22.69 %22.43 %
Total annual expenses (after expense support agreement/expense limitation agreement)18.44 %13.07 %9.11 % 8.91 %8.73 %
Net investment (loss) income(0.93)%2.67 %2.15 % 5.92 %6.04 %
    
Portfolio Turnover17.83 %24.56%93.42 % 37.42 %37.42 %
(a) Calculated based on weighted average shares outstanding.
(b) The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the year. Distributions per share are rounded to the nearest $0.01.
(c) The amount shown represents the balancing figure derived from the other figures in the schedule, and is primarily attributable to the accretive effects from the sales of the Company’s shares and the effects of share repurchases during the year.
(d) Total return is based upon the change in net asset value per share between the opening and ending net asset values per share during the year and assumes that distributions are reinvested in accordance with the Company’s distribution reinvestment plan. The computation does not reflect the sales load for any class of shares. Total return based on market value is not presented since the Company’s shares are not publicly traded.
(e) Data presented for the year ended June 30, 2019 includes the shareholder activity of PWAY Class A and Class I shares, prior to the Merger and conversion into shares of the Company. The net asset value per share at beginning of year has been adjusted by the exchange ratio used in the Merger.
(f) The per share data and total return include the shareholder activity prior to PWAY’s conversion to an interval fund. PWAY Class A Shares include the activity for Class R shares prior to such conversion and PWAY Class I Shares include activity for PWAY Class I Shares and Class RIA shares prior to such conversion. 


43

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
Year Ended
June 30, 2017
PWAY Class R, RIA and I
Per Share Data(a):
Net asset value at beginning of year$12.81 
Net investment income0.71 
Net realized and unrealized (losses) on investments0.68 
Net increase (decrease) in net assets resulting from operations1.39 
Return of capital distributions(b)
(0.92)
Offering costs0.03 
Other(c)
0.22 
Net asset value, end of year or period$13.53 
Total return, based on NAV(d)
13.20 %
Supplemental Data:
Net assets, end of year or period$8,405,744 
Average net assets$7,508,410 
Average shares outstanding550,843 
Ratio to average net assets:
Expenses without expense support payment22.05 %
Expenses after expense support payment10.52 %
Net investment income5.19 %
Portfolio turnover27.54 %
(a) Calculated based on weighted average shares outstanding.
(b) The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the year or period. Distributions per share are rounded to the nearest $0.01.
(c) The amount shown represents the balancing figure derived from the other figures in the schedule, and is primarily attributable to the accretive effects from the sales of the Company’s shares and the effects of share repurchases during the year or period.
(d) Total return is based upon the change in net asset value per share between the opening and ending net asset values per share during the year or period and assumes that distributions are reinvested in accordance with the Company’s dividend reinvestment plan. The computation does not reflect the sales load for any class of shares. Total return based on market value is not presented since the Company’s shares are not publicly traded.















44

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
Information about our senior securities is shown in the following table since June 30, 2019.
Revolving Credit FacilityTotal Amount OutstandingAsset Coverage per Unit(1)Involuntary Liquidating Preference per Unit(2)Average Market Value per Unit(2)
December 31, 2021$21,000,000 $1,924 — — 
September 30, 2021$21,000,000 $1,938 — — 
June 30, 2021$21,000,000 $1,950 — — 
March 31, 2021$21,000,000 $1,971 — — 
December 31, 2020$21,000,000 $1,976 — — 
September 30, 2020$21,000,000 $1,947 — — 
June 30, 2020$21,000,000 $1,931 — — 
March 31, 2020$21,000,000 $1,914 — — 
December 31, 2019$21,000,000 $2,018 — — 
September 30, 2019$15,500,000 $2,461 — — 
June 30, 2019$5,500,000 $5,256 — — 
(1) The asset coverage ratio is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by secured senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit.
(2) This column is inapplicable.

NOTE 12 - SELECTED QUARTERLY FINANCIAL DATA (unaudited)
The following table sets forth selected financial data for each quarter within the three years ending June 30, 2022:
Investment IncomeNet Investment Income (Loss)Net Realized and Net Change in Unrealized (Losses) GainsNet Increase (Decrease) in Net Assets from Operations
Quarter EndedTotal
Per Share(1)
Total
Per Share(1)
Total
Per Share(1)
Total
Per Share(1)
September 30, 2019$748,644$0.31$150,724$0.06$(744,821)$(0.31)$(594,097)$(0.25)
December 31, 2019853,8480.3650,5840.02(347,245)(0.15)(296,661)(0.13)
March 31, 2020900,3710.38219,8210.09(2,566,076)(1.09)(2,346,255)(1.00)
June 30, 2020839,7550.35145,9130.06773,4500.32919,3630.38
September 30, 2020$848,045$0.36$31,475$0.01$475,633$0.20$507,108$0.21
December 31, 2020871,0950.37(203,503)(0.09)1,215,3360.511,011,8330.42
March 31, 2021943,0800.40(59,179)(0.02)320,8320.13261,6530.11
June 30, 2021849,1330.3644,9920.02(74,998)(0.03)(30,007)(0.01)
September 30, 2021$995,544$0.42$446,574$0.19$(298,723)$(0.13)$147,851$0.06
December 31, 2021759,7790.32217,1910.09(113,341)(0.05)103,8500.04
(1)Per share amounts are calculated using the weighted average number of common shares outstanding for the period presented. As such, the sum of the quarterly per share amounts above will not necessarily equal the per share amounts for the fiscal year.
NOTE 13 - NET INCREASE (DECREASE) IN NET ASSETS PER SHARE                                    

The following information sets forth the computation of net increase in net assets resulting from operations per share during the three months and six months ended December 31, 2021 and 2020.
45

PROSPECT FLEXIBLE INCOME FUND, INC. (NOW KNOWN AS PROSPECT SUSTAINABLE INCOME FUND, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (unaudited) December 31, 2021
 
Three Months Ended December 31,Six Months Ended December 31,
2021202020212020
Net increase (decrease) in net assets resulting from operations$103,850 $1,011,833 $251,701 $1,518,941 
Weighted average common shares outstanding2,383,928 2,385,301 2,384,784 2,373,291 
Net increase (decrease) in net assets resulting from operations per share$0.04 $0.42 $0.11 $0.64 

NOTE 10 –14 - SUBSEQUENT EVENTS

Management has evaluated all known subsequent events through the date the accompanyingof issuance of these consolidated financial statements were available to be issued on November 14, 2017, and notes the following:

Issuance of Common Stock
For the period beginning OctoberJanuary 1, 20172022 and ending November 14, 2017,February 8, 2022, the Company sold 29,739.12issued 14,225 shares of its common stock for total gross proceeds of $403,200, issued amounts pursuant to its distribution reinvestment plan in the amount of $25,167,$116,514.    
Name Change
Effective January 10, 2022, the Company changed its name (the "Name Change") to Prospect Sustainable Income Fund, Inc. in connection with its repositioning as an environmental, social and repurchased 5,968.22governance (“ESG”) focused fund, pursuant to which the Company will implement an investment strategy to incorporate certain ESG criteria, which is available on the Company's website at www.prospectsustainablebdc.com. To effectuate the Name Change, the Company amended its Fourth Articles of Amendment and Restated, as amended and supplemented, and amended and restated its Second Amended and Restated Bylaws.    
Investment Activity
During the period beginning January 1, 2022 and ending February 8, 2022, the Company made 1 investments totaling $1,990,000.                                                                                            
Repurchase Offer                                                            

On December 17, 2021, under our share repurchase program, we made a tender offer to purchase up to the number of shares of our issued and outstanding Class A common stock we could repurchase with the proceeds we receive from the issuance of shares under our distribution reinvestment plan prior to the expiration of this tender offer. The total proceeds under the distribution reinvestment plan prior to this tender offer was $190,747. The tender offer was for cash at a price equal to the net asset value per share as of January 24, 2022. The offer expired at 4:00 P.M., Eastern Time, on January 20, 2022 and a total cost of $73,409201,626 shares were validly tendered and not withdrawn pursuant to the Company’s Repurchase Program.

26

offer. In accordance with the terms of the offer, the Company purchased 23,462 shares validly tendered and not withdrawn at a price equal to $8.13 per share for an aggregate purchase price of approximately $190,747.


Table


On November 5, 2021, the board of Contents

directors declared distributions for the months of December 2021, January 2022 and February 2022, which reflect a targeted annualized distribution rate of 7.0% based on the current net asset value. The distributions have weekly record dates as of the close of business of each week in December 2021, January 2022 and February 2022 and equal a weekly amount of $0.01109 per share of common stock. The distributions will be payable monthly to stockholders of record as of the weekly record dates set forth below.

Record DatePayment DateFLEX Class A Common Shares, per share
January 7, 14, 21, and 28, 2022February 4, 20220.04436
February 4, 11, 18, and 25, 2022March 4, 20220.04436

On February 7, 2022, the board of directors declared distributions for the months of March 2022, April 2022 and May 2022, which reflect a targeted annualized distribution rate of 7.0% based on the current net asset value. The distributions have monthly record dates as of the close of business of each month in March 2022, April 2022 and May 2022 and equal a weekly amount of $0.01094 per share of common stock. The distributions will be payable monthly to stockholders of record as of the monthly record dates set forth below.
46



Record DatePayment DateFLEX Class A Common Shares, per share
March 25, 2022April 1, 20220.04376
April 29, 2022May 6, 20220.05470
May 27, 2022June 3, 20220.04376


Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations                     

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this quarterly report on Form 10-Q.

Except as otherwise specified, references10-Q (the "Quarterly Report"). In addition to “we,” “us,” “our,” orhistorical information, the “Company,” refer to Triton Pacific Investment Corporation, Inc.

Forward-Looking Statements

Somefollowing discussion and other parts of the statements in this quarterly report on Form 10-Q constituteQuarterly Report contain forward-looking statements, which relate to future events or our performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, but not limited to, statements as to:

our future operating results;
our business prospects and the prospects of our portfolio companies;
changes in the economy;
risk associated with possible disruptions in our operations or the economy generally;
the effect of investments that we expect to make;
our contractual arrangements and relationships with third parties;
actual and potential conflicts of interest with Triton Pacific Adviser, LLC and its affiliates;
the dependence of our future success on the general economy and its effect on the industries in which we invest;
the ability of our portfolio companies to achieve their objectives;
the use of borrowed money to finance a portion of our investments;
the adequacy of our financing sources and working capital;
the timing of cash flows, if any, from the operations of our portfolio companies;
the ability of Triton Pacific Adviser, LLC and its Sub-Adviser to locate suitable investments for us and to monitor and administer our investments;
the ability of Triton Pacific Adviser, LLC, its Sub-Adviser and its affiliates to attract and retain highly talented professionals;
our ability to qualify and maintain our qualification as a RIC and as a BDC; and
the effect of changes in laws or regulations affecting our operations or to tax legislation and our tax position.

Such forward-looking statements may include statements preceded by, followed by orinformation that otherwise include the words “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions. The forward looking statements contained in this annual report involveinvolves risks and uncertainties. Our actual results couldmay differ materiallysignificantly from thoseany results expressed or implied or expressed in theby these forward-looking statements for any reason, includingdue to the factors set forth as “Riskdiscussed in Part II, “Item 1A. Risk Factors” in this report and in our last effective registration statement filed on form N-2 dated May 2, 2017, filed with“Forward-Looking Statements” appearing elsewhere herein.


The terms “FLEX,” “the Company,” “we,” “us” and “our” mean Prospect Flexible Income Fund, Inc. unless the Securities and Exchange Commission (the “SEC”) on the same day.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, shareholders are advised to consult any additional disclosures that we may make directly to them or through reports that we have filed or in the future may file with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K.

27

context specifically requires otherwise.


Table of Contents

Overview

We are a publicly registered, non-traded fund focused on private equity, structured as a business development company that primarily makes equity, structured equity, and debt investments in small to mid-sized private U.S. companies. Structured equity refers to derivative investment products, including convertible notes and warrants, designed to facilitate highly customized risk-return objectives. Our private equity investments will generally take the form of direct investments in common and preferred equity, as well as structured equity investments such as convertible notes and warrants.

We are an externally managed, non-diversified, closed-end non-diversified management investment company that has elected to be treatedregulated as a business development company under the Company Act. Triton Pacific Adviser, LLC (“Triton Pacific Adviser”BDC”), which is a registered investment adviser under the Investment AdvisersCompany Act of 1940, as amended (the “Advisers“1940 Act”) serves as our investment adviser and TFA Associates, LLC serves as our administrator. Each of these companies is affiliated with Triton Pacific Group, Inc., a private equity investment management firm, and its subsidiary, Triton Pacific Capital Partners, LLC (“TPCP”), a private equity investment fund management company, each focused on debt and equity investments in small to mid-sized private companies.

We primarily make debt investments likely to generate current income and equity investments in small to mid-sized private U.S. companies either alone or together with other private equity sponsors.. Our investment objective is to generate current income and, long-termas a secondary objective, capital appreciation.

Triton Pacific Adviser is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzingappreciation by targeting investment opportunities structuring investmentswith favorable risk-adjusted returns. We intend to meet our investment objective by primarily lending to and monitoring our portfolio on an ongoing basis. In addition,investing in the debt of privately-owned U.S. middle market companies, which we define as companies with annual revenue between $50 million and $2.5 billion. We have elected and intend to continue to qualify annually qualify to be treated,taxed for U.S. federal income tax purposes as a regulated investment company (“RIC”("RIC"), under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”"Code").

Our investment objectives are to maximize


On March 31, 2019, Pathway Capital Opportunity Fund, Inc. (“PWAY”) merged with and into us (the “Merger”). As the combined surviving company, we were renamed as TP Flexible Income Fund, Inc. (we were formerly known as Triton Pacific Investment Corporation, Inc. (“TPIC”)). In connection with the Merger, Prospect Flexible Income Management, LLC ("PFIM"), an affiliate of PWAY, became our investment portfolio’s total returnadviser, and Prospect Administration LLC (the "Administrator" or "Prospect Administration"), an affiliate of PFIM and our new investment adviser, Prospect Capital Management L.P. (the "Adviser"), became our administrator. Although PWAY merged with and into us, PWAY is considered the accounting survivor of the Merger and its historical financial statements are included and discussed herein and in other applicable reports that we file with the SEC.    

On and effective August 5, 2020, we changed our name to Prospect Flexible Income Fund, Inc. from TP Flexible Income Fund, Inc. by generating long-term capital appreciationfiling Articles of Amendment to our Fourth Articles of Amendment and Restatement, as amended and supplemented. See "Recent Developments" for information regarding our subsequent name change.         

On April 20, 2021, we entered into an investment advisory agreement (the "Investment Advisory Agreement") with the Adviser, which was approved by our Board of Directors, including by all of the directors who are not “interested persons” (as defined in the 1940 Act). Our stockholders approved the Investment Advisory Agreement at a Special Meeting of Stockholders held on March 31, 2021. The Investment Advisory Agreement replaces our prior investment advisory agreement, dated March 31, 2019 (the “Former Investment Advisory Agreement”), with PFIM, our former investment adviser, which terminated effective April 20, 2021. The Investment Advisory Agreement is identical in all material respects to the Former Investment Advisory Agreement, except for its date of effectiveness, term and the Adviser serving as our investment adviser instead of PFIM. As such, the Former Investment Advisory Agreement and the Investment Advisory Agreement contain the same terms, provisions, conditions and fee rates, and provide for the same management services to be conducted by the Adviser as were conducted by PFIM.

On November 5, 2021, we amended and restated the Investment Advisory Agreement (the "Amended and Restated Advisory Agreement") to reduce the base management fee from our private equity investmentsan annual rate of 1.75% to 1.20% and current income from our debt investments. eliminate the incentive fee payable
47



to the Adviser thereunder, effective as of January 1, 2022 and until the one year anniversary of the listing of the Company’s common stock on a national securities exchange (the “Listing Anniversary”). Following the Listing Anniversary (1) the base management fee will be calculated at an annual rate of 1.75% commencing with the first base management fee calculation that occurs thereafter, and (2) the Adviser will be entitled to receive an incentive fee, if any, under the Amended and Restated Advisory Agreement commencing with the first calendar quarter thereafter. The Amended and Restated Advisory Agreement was unanimously approved by Company’s Board of Directors, including by all of the directors who are not “interested persons” (as defined in the 1940 Act), and became effective on January 1, 2022. Until such effective date, the advisory fees payable to the Adviser were as set forth in the Investment Advisory Agreement.

For additional information regarding the Amended and Restated Advisory Agreement, please refer to “Investment Advisory Fees” below.

We intend to make both our debt and private equity investments in small to mid-sized private U.S. companies either alone or together with other private equity sponsors.

We are offeringpreviously publicly offered for sale a maximum amount of $300,000,000 in shares of our common stock.We commenced our initial continuous publicstock on a "best efforts" basis with Triton Pacific Securities, LLC (the "Dealer Manager") serving as the dealer manager for the offering pursuant to a dealer manager agreement, as amended. The Dealer Manager was not required to sell any specific number or dollar amount of shares through our initial registration statement (File No. 333-174873) that was declared effective by the SEC on September 4, 2012. Rule 415 promulgated under the Securities Act requires that a registration statement not be used for more than three years frombut would use its effective date, subjectbest efforts to a 180-day grace period. On September 2, 2015, we filed a registration statement with the SEC (File No. 333-206730) in order to continue our continuous public offering of shares for an additional three years or until all ofsell the shares registered herein are sold. The registration statement for our follow-onoffered. Effective February 19, 2021, the offering was declaredterminated and, as a result, the dealer manager agreement terminated in accordance with its terms and the Dealer Manager ceased serving as our dealer manager effective as of such date. We are engaged in discussions with and due diligence of other firms to potentially serve in the future capacity as our dealer manager regarding potential future capital raises by the SEC on March 17, 2016 and our most-recent post-effective amendment to our registration was declared effective by the SEC on May 3, 2017.us.


As of November 14, 2017,February 8, 2022, we have sold a total of 1,369,940.312,372,865 shares of common stock, for gross proceeds of approximately $20,155,355, including 334,408 shares issued pursuant to our distribution reinvestment plan, in the amountfor gross proceeds of $551,848,approximately $31,710,271, including the reduction due to $451,426($3,975,709) in shares repurchased pursuant to the Company’s Repurchase Program,share repurchase program and 14,815 shares of common stock sold to Triton Pacific Adviser, LLC, our former investment adviser (the “TPIC Adviser”) in exchange for gross proceeds of $200,003. As a result of the Merger, the Company issued 775,193 shares.

Our investment objective is

On March 11, 2020, the World Health Organization declared the COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. As of the three months ended December 31, 2021, and subsequent to maximize our portfolio’s total return by generating current income from our debt investmentsDecember 31, 2021, the COVID-19 pandemic has had a significant impact on the U.S. and long-term capital appreciation from our equity investments. We will seek to meet our investment objectives by:

-Focusing primarilyglobal economy and on debt and equity investments in small and mid-sized private U.S. companies, which we define as companies with annual revenueus.


The extent of from $10 million to $ 250 million at the timeimpact of investment;

28

Table of Contents

-Leveraging the experience and expertiseCOVID-19 pandemic on the financial performance of our Adviser,current and future investments will depend on future developments, including the duration and spread of the virus, related advisories and restrictions, and the health of the financial markets and economy, all of which are highly uncertain and cannot be predicted. To the extent our portfolio companies are adversely impacted by the effects of the COVID-19 pandemic, it may have a material adverse impact on its Sub-Adviserfuture net investment income, the fair value of its portfolio investments, its financial condition and its affiliates in sourcing, evaluatingthe results of operations and structuring transactions;

-Employing disciplined underwriting policies and rigorous portfolio management;

-Developing our equity portfolio through our Adviser’s Value Enhancement Program, more fully discussed below in “Investment Objectives and Policies – Investment Process”; and

-Maintaining a well-balanced portfolio.

We intend to be active in both debt and equity investing. We will seek to provide current income to our investors through our debt investments while seeking to enhance our investors’ overall returns through long term capital appreciationfinancial condition of our equity investments. We intend to be opportunistic in our investment approach, allocating our investments between debt and equity, depending on:

-Investment opportunities

-Market conditions

-Perceived Risk

Depending on the amount of capital we raise in the Offering and subject to subsequent changes in our capital base, we expect that our investments will generally range between $250,000 and $25 million per portfolio company, although this range may change in the discretion of our Adviser, subject to oversight by our board of directors. Prior to raising sufficient capital to finance investments in this range and as a strategy to manage excess cash, we may make smaller and differing types of investments in, for example, high quality debt securities, and other public and private yield-oriented debt and equity securities, directly and through our Sub-Adviser.

companies.

Our Adviser has engaged ZAIS to act as our investment sub-adviser. ZAIS assists our
Our Adviser with identifying, evaluating, negotiating and structuring syndicated debt investments and makes investment recommendations for approval by our Adviser. ZAIS is a Delaware limited liability company and is a registered as an investment adviser under the Advisers ActAct. Our Adviser is led by John F. Barry III and had approximately $3.75 billionM. Grier Eliasek, two senior executives with significant investment advisory and business experience. Mr. Barry currently controls our Adviser.
Second Quarter Highlights
Investment Transactions
We seek to be a long-term investor with our portfolio companies. During the three months and six months ended December 31, 2021, we purchased investment securities (excluding short-term securities) of $4,501,250 and $10,236,635, respectively. During the same three month and six month period, sales and redemptions of investment securities (excluding short-term securities) were $4,597,426 and $10,114,598, respectively, resulting in assets under managementa total net portfolio decline of ($96,176) for the three months ended December 31, 2021 and a net portfolio growth of $121,652 for the six months ended December 31, 2021.
Debt Issuances and Redemptions
During the three months and six months ended December 31, 2021, we drew $0 on our Credit Facility (as defined herein) for a total of $21,000,000 outstanding on our credit facility as of December 31, 2021. See "Credit Facility".
On September 30, 2017. ZAIS is not an affiliate17, 2021, under our share repurchase program, we made a tender offer to purchase up to the number of us or our Adviser and does not own anyshares of our shares.

We will generally sourceissued and outstanding Class A common stock we could repurchase with the proceeds we receive from the issuance of shares under our private equity investments through third party intermediariesdistribution reinvestment plan prior to the expiration of this tender offer. The total proceeds under the distribution reinvestment plan prior to this tender offer was $200,121. The tender offer was for cash at a price equal to the net asset value per share as of October 22, 2021. The offer expired at 4:00 P.M., Eastern Time, on October 20, 2021 and our debt investments primarily through our Advisera total of

48



218,954 shares were validly tendered and Sub-Adviser. We will invest only after we conduct a thorough evaluationnot withdrawn pursuant to the offer. In accordance with the terms of the risksoffer, the Company purchased 24,287 shares validly tendered and strategic opportunitiesnot withdrawn at a price equal to $8.24 per share for an aggregate purchase price of an investmentapproximately $200,121.                            

On December 17, 2021, under our share repurchase program, we made a tender offer to purchase up to the number of shares of our issued and outstanding Class A common stock we could repurchase with the proceeds we receive from the issuance of shares under our distribution reinvestment plan prior to the expiration of this tender offer. The total proceeds under the distribution reinvestment plan prior to this tender offer was $190,747. The tender offer was for cash at a price equal to the net asset value per share as of January 24, 2022. The offer expired at 4:00 P.M., Eastern Time, on January 20, 2022 and a price (or interest rate intotal of 201,626 shares were validly tendered and not withdrawn pursuant to the case of debt investments) has been established that reflectsoffer. In accordance with the intrinsic valueterms of the investment opportunity. We will endeavoroffer, the Company purchased 23,462 shares validly tendered and not withdrawn at a price equal to identify$8.13 per share for an aggregate purchase price of approximately $190,747.
Equity Issuances
As part of the best exit strategy for each private equity investment, including methodology (for example, a sale, company redemption, or public offering)dividend reinvestment plan, we issued 7,956, 6,339, 7,861 and an appropriate time horizon. We will then attempt to influence the growth and development of each portfolio company accordingly to maximize our potential return on investment using such exit strategy or another strategy that may become preferable due to changing market conditions. We anticipate that the holding period for most6,364 shares of our private equity investments will range from four to six years, but we will be flexible in order to take advantage of market opportunities or to overcome unfavorable market conditions.

common stock on November 5, 2021, December 3, 2021, January 7, 2022 and February 4, 2022, respectively.

Investments
We intend to generateprimarily lend to and invest in the majoritydebt of our current income by investingprivately-owned U.S. middle market companies. We may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets. We expect to focus primarily on making investments in syndicated senior secured first lien loans, syndicated senior secured second lien secured loans, and to a lesser extent, subordinated debt, of middle market companies in a broad range of industries. Syndicated secured loans refer to commercial loans provided by a group of smalllenders that are structured, arranged, and administered by one or several commercial or investment banks, known as arrangers. These loans are then sold (or syndicated) to mid-sized private U.S. companies.other banks or institutional investors. Syndicated secured loans may have a first priority lien on a borrower’s assets (i.e., senior secured first lien loans), a second priority lien on a borrower’s assets (i.e., senior secured second lien loans), or a lower lien or unsecured position on the borrower’s assets (i.e., subordinated debt). We may purchase interests in loans through secondary market transactions in the “over-the-counter” market for institutional loans or directly fromexpect our target companies as primary market investments. In connectioncredit investments will typically have initial maturities between three and ten years and generally range in size between $1 million and $100 million, although the investment size will vary with the size of our capital base. We expect that the majority of our debt investments wewill bear interest at floating interest rates, but our portfolio may also include fixed-rate investments. We also expect to make our investments directly through the primary issuance by the borrower or in the secondary market.
We will generally source our investments primarily through our Adviser. We believe the investment management team of our Adviser has a significant amount of experience in the credit business, including originating, underwriting, principal investing and loan structuring. Our Adviser has access to 112 professionals, 43 of whom perform investment advisory functions.
We expect to dynamically allocate our assets in varying types of investments based on occasion receive equity interests suchour analysis of the credit markets, which may result in our portfolio becoming more concentrated in particular types of credit instruments (such as warrants or options as additional consideration. The senior secured loans) and second lien secured loansless invested in which we invest generally will have stated termsother types of three to seven years and any subordinated investments that we make generally will have stated terms of up to ten years. However, there is no limit on the maturity or duration of any security we may hold in our portfolio.credit instruments. The loans in which we intend to invest are often rated by a nationally recognized ratings organization, and generally carry a rating below investment grade (rated lower than “Baa3” by Moody’s Investors Service or lower than “BBB-” by Standard & Poor’s Corporation - also known as “high yield” or “junk bonds”). However, we may also invest in non-rated debt securities.

29

TableTo seek to enhance our returns, we may employ leverage as market conditions permit and at the discretion of Contents

our Adviser, but in no event will leverage employed exceed the maximum amount permitted by the 1940 Act.

As part of our investment objective to generate current income, we expect that at least 70% of our investments will consist primarily of syndicated senior secured first lien loans, syndicated senior secured second lien loans, and to a lesser extent, subordinated debt. We expect that up to 30% of our investments will consist of other securities, including private equity (both common and preferred), dividend-paying equity, royalties, and the equity and junior debt tranches of collateralized loan obligations ("CLOs"), which we also refer to as subordinated structured notes ("SSNs"). The senior secured loans underlying our CLO investments are expected typically to be BB or B rated (non-investment grade, which are often referred to as “high yield” or “junk”) and in limited circumstances, unrated, senior secured loans.
As a BDC, we are subject to certain regulatory restrictions in making our investments. For example, we generally will not be permittedhave in the past and expect in the future to co-invest alongsideon a concurrent basis with certain affiliates, consistent with applicable regulations and our allocation procedures. On January 13, 2020, the parent company of the Adviser including TPCP and certain of its affiliates, unless we obtainreceived an exemptive order from the SEC granting the ability to negotiate terms, other than price and quantity, of co-investment transactions with other funds managed by our Adviser or certain affiliates, including us, Prospect Capital Corporation and Priority Income Fund, Inc., subject to certain conditions included therein. Under the terms of the Order permitting us to co-invest with other funds managed by our Adviser
49



or its affiliates, a majority of our independent directors who have no financial interest in the transaction must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned and (2) the transaction is otherwise permitted underconsistent with the interests of our stockholders and is consistent with our investment objective and strategies. The Order also imposes reporting and record keeping requirements and limitations on transactional fees. We may only co-invest with certain entities affiliated with our Adviser in negotiated transactions originated by our Adviser or its affiliates in accordance with such Order and existing regulatory guidance, such as syndicatedguidance. See Note 4 of the Consolidated Financial Statements. These co-investment transactions where price is the only negotiated term, and approval from our independent directors. We have applied for an exemptive relief order for co-investments, though there is no assurance that such exemptions will be granted, and in either instance, conflicts of interests with affiliates of our Adviser might exist. Should suchmay give rise to conflicts of interest arise, weor perceived conflicts of interest among us and the other participating accounts. To mitigate these conflicts, our Adviser have developed policies and procedures for dealing with such conflicts which require the Adviserits affiliates will seek to (i) execute suchallocate portfolio transactions for all of the participating investment accounts, including ours,us, on a fair and equitable basis, taking into account such factors as the relative amounts of capital available for new investments, the then-currentapplicable investment objectivesprograms and portfolio positions, of each party,the clients for which participation is appropriate and any other factors deemed appropriate and (ii) endeavor to obtain the advice of Adviser personnel not directly involved with the investment giving rise to the conflict as to such appropriateness and other factors as well as the fairness to all parties of the investment and its terms.appropriate. We intend to make all of our investments in compliance with the Company1940 Act and in a manner that will not jeopardize our status as a BDC or RIC.

As a BDC, we are permitted under the Company1940 Act to borrow funds to finance portfolio investments. To enhance our opportunity for gain, we intend to employ leverage as market conditions permit, but, as required underpermit. At the Company Act, in no event will2019 Annual Meeting, TPIC’s stockholders approved a proposal allowing us to modify our asset coverage ratio requirement from 200% to 150%. As a result, we were allowed to increase our leverage exceed 50%capacity effective as of the value of our assets. While we have not yet determined the amount of leverage we will use, we do not currently anticipate that we would approach the 50% maximum level frequently or at all.March 16, 2019. The use of leverage, although it may increase returns, may also increase the risk of loss to our investors, particularly if the level of our leverage is high and the value of our investments declines.

Revenues

We generate revenue in the form of dividends, interest and capital gains on the debt securities, and equity interests and CLOs that we hold. In addition, we may generate revenue from our portfolio companies in the form of commitment, origination, structuring or diligence fees, monitoring fees, fees for providing managerial assistance and possibly consulting fees and performance-based fees. Any such fees will be recognized as earned.

Expenses

Our primary operating expenses will be the payment of advisory fees and other expenses under the proposed investment adviser agreement.Investment Advisory Agreement with the Adviser (the "Investment Advisory Agreement"). The advisory fees will compensate our Adviser for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments.

We will bear all other expenses of our operations and transactions, including (without limitation) fees and expenses relating to:

corporate and organizational expenses relating to offerings of our common stock, subject to limitations included in the investment advisory and management services agreement;

the cost of calculating our net asset value, including the cost of any third-party valuation services;

the cost of effecting sales and repurchase of shares of our common stock and other securities;

investment advisory fees;

fees payable to third parties relating to, or associated with, making investments and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments;

transfer agent and custodial fees;

30

Table•    corporate and organizational expenses relating to offerings of Contents

fees and expenses associated with marketing efforts;

federal and state registration fees;

federal, state and local taxes;

independent directors’ fees and expenses;

costs of proxy statements, stockholders’ reports and notices;

fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums;

direct costs such as printing, mailing, long distance telephone, and staff;

fees and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act;

costs associated with our reporting and compliance obligations under the Company Act and applicable federal and state securities laws;

brokerage commissions for our investments;

legal, accounting and other costs associated with structuring, negotiating, documenting and completing our investment transactions;

all other expenses incurred by our Adviser, in performing its obligations, subject to the limitations included in the investment adviser agreement; and

our common stock, subject to limitations included in the investment advisory and management services agreement;
•    the cost of calculating our net asset value, including the cost of any third-party valuation services;
•    the cost of effecting sales and repurchase of shares of our common stock and other securities;
•    investment advisory fees;
•    fees payable to third parties relating to, or associated with, making investments and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments;
•    transfer agent and custodial fees;
•    fees and expenses associated with marketing efforts;
•    federal and state registration fees;
•    federal, state and local taxes;
•    independent directors’ fees and expenses;
•    costs of proxy statements, stockholders’ reports and notices;
•    fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums;
•    direct costs such as printing, mailing, long distance telephone, and staff;
50



•    fees and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act;
•    costs associated with our reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws;
•    brokerage commissions for our investments;
•    legal, accounting and other costs associated with structuring, negotiating, documenting and completing our investment transactions;
•    all other expenses incurred by our Adviser, in performing its obligations, subject to the limitations included in the Investment Advisory Agreement; and
•    all other expenses incurred by either our Administrator or us in connection with administering our business, including payments to our Administrator under the Administration Agreement (as defined herein) that will be based upon our allocable portion of its overhead and other expenses incurred in performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our chief executive officer, chief compliance officer and chief financial officer and their respective staffs.
Reimbursement of our Administrator or us in connection with administering our business, including payments to our Administrator under the administration agreement that will be based upon our allocable portion of its overhead and other expenses incurred in performing its obligations under the administration agreement, including rent and our allocable portion of the costs of compensation and related expenses of our chief executive officer, chief compliance officer and chief financial officer and their respective staffs.

Reimbursement of TFA Associates, LLC for Administrative Services

We will reimburse TFA Associatesour Administrator for the administrative expenses necessary for its performance of services to us. Such costs will be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. However, such reimbursement is made in an amount equal to the lower of the Administrator’s actual costs or the amount that we would be required to pay for comparable administrative services in the same geographic location. We will not reimburse our Administrator for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of TFA Associates.

our Administrator.


Portfolio and Investment Activity

During the ninethree months and six months ended September 30, 2017,December 31, 2021, we made investments in portfolio companies totaling $6,118,500.purchased investment securities (excluding short-term securities) of $4,501,250 and $10,236,250, respectively. During the same three month and six month period, we sold investmentssales and received principal repaymentsredemptions of $3,926,031.investment securities (excluding short-term securities) were $4,597,426 and $10,114,598, respectively, resulting in a total net portfolio decline of ($96,176) for the three months ended December 31, 2021 and a net portfolio growth of $121,652 for the six months ended December 31, 2021. As of September 30, 2017,December 31, 2021, our investment portfolio, with a total fair value of $11,485,679,$37,672,621, consisted of interests in 33 portfolio companies (66.4%50 investments (80% in first lien senior secured loans, 29.2%3% in second lien senior secured loans,notes, 2% in equity/other and 4.4%15% in equity)CLO - subordinated notes). The portfolio companies that comprised our portfolio as of such date had an average annual EBITDA of approximately $162.4 million.
As of September 30, 2017,December 31, 2021, there remains to be global uncertainty surrounding the investmentsCOVID-19 pandemic, which has caused severe disruptions in our debt portfolio were purchased at a weighted average price of 98.3% of par or statedthe global economy and has negatively impacted the fair value and performance of certain investments since the weighted average credit rating ofpandemic began. For the three months and six months ended December 31, 2021, the aggregate decreases in fair value and net unrealized depreciation on investments were driven by certain investments in our portfolio that were rated (constituting 95.6%whose valuations continue to reflect factors such as specific industry concerns, uncertainty about the duration of business shutdowns and near-term liquidity needs. For additional information concerning the COVID-19 pandemic and its potential impact on our business and our operating results, see Part II, Item 1A. Risk Factors, “Risk Factors - The COVID-19 pandemic has caused severe disruptions in the global economy, which has had, and may continue to have, a negative impact on our portfolio based oncompanies and our business and operations.”    
During the three months and six months ended December 31, 2020, we purchased investment securities (excluding short-term securities) of $39,773 and $1,274,290, respectively. During the same three month and six month period, sales and redemptions of investment securities (excluding short-term securities) were $414,073 and $1,105,458, respectively, resulting in a total net portfolio loss of $374,300 for the three months ended December 31, 2020 and a net portfolio growth of $168,832 for the six months ended December 31, 2020. As of December 31, 2020, our investment portfolio, with a total fair value of our investments) was B2 based upon the Moody’s scale. Our estimated gross annual portfolio yield was 6.69% based upon the amortized cost$38,750,443, consisted of ourinterests in 54 investments (80% in senior secured loans, 2% in senior secured notes, 3% in equity/other and was 7.41% on the debt portfolio alone. Our gross annual portfolio yield represents the expected yield to be generated by us on15% in CLO - subordinated notes).                                                             
Portfolio Holdings
As of December 31, 2021, our investment portfolio, based on the compositionwith a total fair value of our$37,672,621, consisted of interests in 25 portfolio as of September 30, 2017. The portfolio yield does not represent an actual investment return to stockholders.

31

Table of Contents

Total Portfolio Activity

companies and 24 structured subordinated notes. The following tables presenttable presents certain selected information regarding our

51



portfolio investment activity for the nine months ended September 30, 2017composition and year endedweighted average yields as of December 31, 2016:

      
Net Investment Activity Nine months ended September 30, 2017  Year ended
December 31, 2016
 
Purchases $6,118,500  $6,285,875 
Sales and Redemptions  (3,921,509)  (1,110,406)
Net Portfolio Activity $2,196,991  $5,175,469 

The following tables summarize the composition of our purchases as of September2021 and June 30, 2017 and December 31, 2016:

  Nine months ended September 30, 2017          
  (Unaudited)  Year Ended December 31, 2016 
  Investments at Amortized
Cost(1)
  Investments at Fair Value  Fair Value Percentage of Total Portfolio  Investments at Amortized
Cost(1)
  Investments at Fair Value  Fair Value Percentage of Total Portfolio 
Senior Secured Loans—First Lien $7,600,385  $7,621,047   67% $6,680,615  $6,761,313   63%
Senior Secured Loans—Second Lien  3,417,266   3,354,639   29%  2,024,991   1,967,658   19%
Subordinated Debt  666,389   —     0%  646,901   646,901   6%
Equity/Other  1,250,000   509,993   4%  1,250,000   1,228,301   12%
Total $12,934,040  $11,485,679   100% $10,602,507  $10,604,173   100%

(1)Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.

 September 30, 2017 December 31, 2016
Number of Portfolio Companies33 35
% Variable Rate (based on fair value)95.6% 82.3%
% Fixed Rate (based on fair value)0.0% 6.1%
% Non-Income Producing Equity or Other Investments (based on fair value)4.4% 11.6%
Average Annual EBITDA of Portfolio Companies162.4MM 114.6MM
Weighted Average Credit Rating of Investments that were RatedB2 B2
% of Investments on Non-Accrual (based on amortized cost)—   —  
Gross Portfolio Yield Prior to Leverage (based on amortized cost)7.4% 6.7%

32

2021:

As of December 31, 2021As of June 30, 2021
Amortized CostFair ValueAs Percent of
Total Fair Value
Amortized CostFair ValueAs Percent of
Total Fair Value
Senior Secured Loans-First Lien$29,862,308$29,936,102 79 %$29,466,520$29,876,179 79 %
Senior Secured Loans-Second Lien506,472513,717 %505,448495,856 %
Equity/Other681,111682,000 %681,111893,000 %
Senior Secured Notes1,004,9421,009,159 %973,876951,073 %
Structured subordinated notes6,274,0325,531,643 15 %6,459,5355,626,202 15 %
Total$38,328,865$37,672,621 100 %$38,086,490$37,842,310 100 %
Number of portfolio companies2524
Number of Structured subordinated notes2424
% Variable Rate (based on fair value)(1)
97%97%
% Fixed Rate (based on fair value)(1)
%%
% Weighted Average Yield Variable Rate (based on principal outstanding)(1)(2)
%%
% Weighted Average Yield Fixed Rate (based on principal outstanding)(1)
%14 %
% Weighted Average Yield on Structured Subordinated Notes (based on cost)13 %18 %
% Weighted Average Yield on Fixed Rate Debt, Variable Rate Debt and Structured Subordinated Notes (based on cost)(3)
%%
(1) The interest rate by type information is calculated using the Company’s debt portfolio and excludes equity investments.
(2) The interest rate by type information is calculated using the Company’s debt portfolio and excludes structured subordinated notes.
(3) The interest rate by type information is calculated excluding the Company’s equity investments.

Table of Contents


52



The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of September 30, 2017 and December 31, 2016:

  September 30, 2017       
  (Unaudited)  December 31, 2016 
Industry Classification Fair
Value
  Percentage of Portfolio  Fair
Value
  Percentage of Portfolio 
Automotive Repair, Services, and Parking $   0.0% $122,459   1.2%
Beverage, Food & Tobacco  1,658,531   14.4%  1,162,891   11.0%
Business Services  4,365,138   38.0%  2,793,526   26.3%
Consumer Services  1,178,419   10.3%  955,659   9.0%
Energy: Oil & Gas  341,928   3.0%  346,500   3.3%
Healthcare & Pharmaceuticals  949,567   8.3%  1,403,008   13.2%
High Tech Industries  875,938   7.6%  1,016,921   9.6%
Hotel, Gaming & Leisure  353,478   3.1%     0.0%
Media: Diversified and Production  345,471   3.0%  347,375   3.3%
Metals & Mining  754,832   6.6%  245,625   2.3%
Paper and Allied Products     0.0%  115,294   1.0%
Retail     0.0%  712,500   6.7%
Specialty Finance     0.0%  1,184,130   11.2%
Telecommunications  499,876   4.4%     0.0%
Transportation: Cargo     0.0%     0.0%
Wholesale Trade-Nondurable Goods  162,501   1.3%  198,285   1.9%
Total $11,485,679   100.0% $10,604,173   100.00%

We do2021 and June 30, 2021:


  December 31, 2021
Industry Investments at Amortized Cost Percentage of PortfolioInvestments at Fair Value Percentage of Portfolio
Healthcare & Pharmaceuticals $6,009,518 16 %$6,268,749 17 %
Structured Finance 6,274,032 16 %5,531,643 15 %
Services: Consumer 4,002,765 10 %3,897,404 10 %
Telecommunications 3,753,045 10 %3,876,781 10 %
High Tech Industries 2,711,901 %2,717,400 %
Consumer goods: Durable 2,565,335 %2,574,934 %
Media: Broadcasting & Subscription 2,000,000 %2,000,000 %
Media: Diversified and Production 1,970,794 %1,976,488 %
Services: Business 1,950,488 %1,950,488 %
Wholesale 1,941,741 %1,906,444 %
Automotive 1,229,695 %1,240,606 %
Financial 1,004,942 %1,009,159 %
Consumer goods: Non-Durable 985,797 %995,000 %
Banking, Finance, Insurance & Real Estate737,836 %738,872 %
Media: Advertising, Printing & Publishing 495,768 %501,250 %
Beverage, Food & Tobacco 475,750 %474,936 %
Retail 219,458 %12,467 0 %
Total $38,328,865 100 %$37,672,621 100 %
  June 30, 2021
Industry Investments at Amortized Cost Percentage of PortfolioInvestments at Fair Value Percentage of Portfolio
Services: Consumer $6,491,735 17 %$6,562,905  17 %
Structured Finance 6,459,535 17 %5,626,202  15 %
Healthcare & Pharmaceuticals 4,531,018 12 %5,003,106  13 %
Telecommunications 3,740,188 10 %3,855,595  10 %
High Tech Industries 2,253,946 %2,235,256  %
Services: Business 1,960,647 %1,960,647  %
Media: Broadcasting & Subscription 1,937,073 %1,960,000  %
Wholesale 1,949,670 %1,930,444  %
Media: Diversified and Production 1,461,047 %1,601,900  %
Transportation: Cargo 1,457,657 %1,470,870  %
Automotive 1,234,894 %1,246,875  %
Consumer goods: Non-Durable 990,075 %1,003,440  %
Financial 973,876 %951,073  %
Banking, Finance, Insurance & Real Estate 741,476 %742,613  %
Consumer goods: Durable712,061 %717,672  %
Media: Advertising, Printing & Publishing 495,129 %485,625 %
Beverage, Food & Tobacco 477,390 %477,856  %
Retail 219,073 0 %10,231  0 %
Total $38,086,490 100 %$37,842,310  100 %
As of December 31, 2021 and June 30, 2021, we did not “control” any of our portfolio companies, each as defined in the Company1940 Act. We are an affiliate of two portfolio companies, Javlin Capital, LLC (held through TPJ Holdings, Inc. and a convertible note) and Injured Workers Pharmacy, LLC (held through ACON IWP Investors I, L.L.C.). In general, under the Company Act, we would be presumed to “control” a portfolio company if we owned 25% or more of its voting securities and would be an “affiliate” of a portfolio company if we owned 5% or more of its voting securities.

Portfolio Asset Quality

In addition to various risk management and monitoring tools, our Subadviser uses an investment rating system to characterize and monitor the expected level of returns on each investment in our debt portfolio. All of the investments included in our Subadviser’s rating systems refer to non-rated debt securities or rated debt securities that carry a rating below investment grade (rated lower than “Baa3” by Moody’s Investors Service or lower than “BBB-” by Standard & Poor’s Corporation also known as “junk bonds”). These ratings are on a scale of 1 to 8 as follows:

1.Highest quality obligors, minimal medium-term default risk; possibly moving towards investment grade status.

2.High quality obligors, but not likely to move towards investment grade in the medium term; performing at or in excess of expected levels; solid liquidity; conservative credit statistics.

3.Credits of with a history of performing with leverage (repeat issuers); moderate credit statistics currently performing at or in excess of expected levels; solid liquidity; no expectation of covenant defaults or third-party ratings downgrades.

4.Credits new to the leveraged loan universe; currently performing within a range of expected performance; moderate to aggressive credit statistics.

5.Credits new to the leveraged loan universe; currently performing within a range of expected performance; aggressive credit statistics or weak industry characteristics.

6.Credits placed in this category are experiencing potential liquidity problems, but the issues are not imminent (more than 12 months).

7.Credits placed in this category are experiencing nearer-term liquidity problems (within 12 months).

33


Table of Contents

8.Credits placed in this category have experienced either a technical or actual payment default which may require a write-down within our respective portfolios.

Categories 1 through 5 are performing in line with expectation, while categories 6-8 are closely watched for or have experienced liquidity problems and/or default.

53



The following table shows the distributioncomposition of our investments on the 1 to 8 scale at fair valueinvestment portfolio by level of control as of September 30, 2017 and December 31, 2016:

   September 30, 2017  December 31, 2016 
Investment Rating  Fair Value  Percentage  Fair Value  Percentage 
1  $   0.0% $   0.0%
2   489,269   4.5%     0.0%
3   3,722,619   33.9%  2,690,027   30.8%
4   2,382,414   21.7%  2,689,677   30.8%
5   4,010,757   36.5%  3,010,103   34.5%
6   370,627   3.4%  339,164   3.9%
7      0.0%     0.0%
8      0.0%     0.0%
   $10,975,686   100.0% $8,728,971   100.0%

On2021 and June 30, 2017,2021:

  December 31, 2021 June 30, 2021
Level of Control Cost% of Portfolio
Fair Value(1)
% of Portfolio Cost% of Portfolio
Fair Value(1)
% of Portfolio
Affiliate $— — %$— — % $— — %$— — %
Non-Control/Non-Affiliate 38,328,865 100 %37,672,621 100 % 38,086,490 100 %37,842,310 100 %
Total
Investments
 $38,328,865 100 %$37,672,621 100 % $38,086,490 100 %$37,842,310 100 %
(1) As of December 31, 2021 and June 30, 2021, the fair value of our investments were impacted by the uncertainty surrounding the impact of the COVID-19 pandemic.

Net Asset Value
During the three months and six months ended December 31, 2021, our net asset value decreased by $(298,516), or $(0.11) per share and $(538,098), or $(0.21) per share, respectively. The Company madedecrease was primarily attributable to a decrease in net realized and net change in unrealized gains of $(113,341), or $(0.05) per weighted average share, for the decisionthree months ended December 31, 2021 and $(412,064), or $(0.17) per weighted average share, for the six months ended December 31, 2021. For three months ended December 31, 2021, the decrease was primarily offset by $0.07 per share related to fully mark down its remainingprincipal payments and the accelerated interest attributing to distributions being higher than that of our net investment income of $217,191. For the six months ended December 31, 2021, the decrease was primarily offset by $0.04 per share related to principal payments and the accelerated interest attributing to distributions being higher than that of our net investment income of $663,765. The following table shows the calculation of net asset value in Javlin Financialper share as an unrealized loss. The decision was due to performance issues within Javlin Financial’s core businessof December 31, 2021 and a breakdown in restructuring negotiations between the Company, its lenders, and Javlin Financial’s controlling shareholder. It is unknown at this time if there will be any value to the investment.

June 30, 2021.

December 31, 2021June 30, 2021
Net assets$19,409,709 $19,947,807 
Shares of common stock issued and outstanding2,382,101 2,386,057 
Net asset value per share$8.15 $8.36 

Results of Operations

Investment Income

For the three months ended September 30, 2017December 31, 2021 and 2016,2020 we generated $227,488$759,779 and $114,659,$871,095, respectively, in investment income in the form of interest and fees earned on our debt portfolio. For the six months ended December 31, 2021 and 2020, we generated $1,755,323 and $1,719,140, respectively, in investment income in the form of interest and fees earned on our debt portfolio. Such revenues represent $220,006 ofwere primarily cash income and $7,482 in non-cash portions related to the accretion of discounts. For the six months ended December 31, 2021, investment income was higher due to an increase in the accelerated original discounts as a result of full repayments of certain loans for the quarter ended September 30, 2021.
For the three months ended December 31, 2021 and paid-in-kind2020, PIK interest included in interest income totaled $193 and $7,648, respectively. For the six months ended December 31, 2021 and 2020 PIK interest included in interest income totaled $385 and $15,155, respectively. For the three months and six months ended December 31, 2021, PIK interest included in interest income was lower because a PIK investment was fully repaid.
Operating Expenses
Total operating expenses before expense limitation support totaled $727,587 and $1,074,598 for the three months ended September 30, 2017. We expect the dollar amount of interest that we earn to continue to increase as the size of our investment portfolio increases.

For the nine months ended September 30, 2017December 31, 2021 and 2016, we generated $596,666 and $292,873, respectively, in investment income in the form of interest and fees earned on our debt portfolio. Such revenues represent $553,262 of cash income and $43,404 in non-cash portions related to the accretion of discounts and paid-in-kind interest for the nine months ended September 30, 2017.

Operating Expenses

2020, respectively. Total operating expenses before reimbursement from the sponsorexpense limitation support totaled $1,458,755 and management fee waiver totaled $283,890 and $212,838$2,074,554 for the threesix months ended September 30, 2017December 31, 2021 and 2016, respectively,2020, respectively. These operating expenses consisted primarily of interest and consistedcredit facility expense, amortization of offering costs, base management fees, adviseradministrator costs, legal expense, and administrator reimbursements, professional fees, insurance expense, directors’ feesaudit and other general and administrative fees. tax expense.

54



The base management fees for the quartersthree months ended December 31, 2021 and 2020, respectively, were $83,459$184,999 and $60,625, respectively, and the incentive$184,345. The base management fees for the quarterssix months ended December 31, 2021 and 2020, respectively, were $0$367,197 and $11,265, respectively. $367,731.
The interest and credit facility expense for the three months ended December 31, 2021 and 2020, respectively, were $141,686 and $144,803. The interest and credit facility expense for the six months ended December 31, 2021 and 2020, respectively, were $284,071 and $291,451. The interest and credit facility expenses were lower due to a steady decline in the three-month LIBOR rate. The interest expense is monitored during our monthly reporting.
The amortization of offering costs for the three months ended December 31, 2021 and 2020, respectively, were $45,366 and $128,585. The amortization of offering costs for the six months ended December 31, 2021 and 2020, respectively, were $50,673 and $276,328. The amortization of offering costs are lower because we are currently not in an offering.
The legal expenses for the three months ended December 31, 2021 and 2020, respectively, were $34,835 and $68,269. The legal expenses for the six months ended December 31, 2021 and 2020, respectively, were $37,981 and $140,686. The legal expenses for the three months and six months ended December 31, 2020 were higher due to additional costs associated with proxy filings.
Pursuant to the Expense Reimbursement Agreementexpense limitation support payment (discussed below), the sponsor reimbursed the Company $0$(184,999) and $201,573$0 for the three months ended September 30, 2017December 31, 2021 and 2016.

34

Table of Contents

Total operating expenses before reimbursement from the sponsor2020, respectively, and management fee waiver totaled $754,626$(367,197) and $598,110$(183,386) for the ninesix months ended September 30, 2017December 31, 2021 and 2016, respectively,2020, respectively.


Net Investment Income (Loss)
Our net investment income (loss) totaled $217,191 and consisted of base management fees, adviser and administrator reimbursements, professional fees, insurance expense, directors’ fees and other general and administrative fees. The base management fees for the periods were $246,154 and $156,957, respectively, and the incentive fees for the quarters were ($334) and $31,609, respectively. Pursuant to the Expense Reimbursement Agreement (discussed below), the sponsor reimbursed the Company $80,847 and $566,501 for the nine months ended September 30, 2017 and 2016.

Our other general and administrative expenses totaled $13,095 and $9,272$(203,503) for the three months ended September 30, 2017December 31, 2021 and 2016, respectively, and $23,168 and $15,189 for the nine months ended September 30, 2017 and 2016, respectively, and consisted of the following:

  Three months ended September 30, 2017  Three months ended September 30, 2016  Nine months ended September 30, 2017  Nine months ended September 30, 2016 
Licenses and permits $  $  $413  $ 
Outside Services  9,753      9,753    
Printing fees  2,408   1,950   8,560   6,137 
Travel expenses     6,150   1,056   6,150 
Other  934   1,172   3,386   2,902 
Total $13,095  $9,272  $23,168  $15,189 

Net Investment Income

2020, respectively. Our net investment income (loss) totaled ($56,402) (($0.04) per share based on weighted average shares outstanding)$663,765 and $(172,028) for the six months ended December 31, 2021 and 2020, respectively. The net investment income for the three months ended September 30, 2017 and $103,394 ($0.12 per share based on weighted average shares outstanding) for the threesix months ended September 30, 2016.

Our net investment income totaled ($77,113) (($0.07) per share based on weighted average shares outstanding) for the nine months ended September 30, 2017December 31, 2021 were higher due to a decrease in amortization of offering costs, administrator costs and $261,264 ($0.36 per share based on weighted average shares outstanding) for the nine months ended September 30, 2016.

legal expenses.

Net Realized Gains/Losses from Investments

We measure realized gains or losses by the difference between the net proceeds from the disposition and the amortized cost basis of investment, without regard to unrealized gains or losses previously recognized.

For the three and nine months ended September 30, 2017,December 31, 2021 and 2020, respectively, we soldreceived proceeds from sales and repayments on unaffiliated investments of $4,597,426 and $414,073, from which we did not recognize any realized gains (losses). For the six months ended December 31, 2021 and 2020, respectively, we received principal paymentsproceeds from sales and repayments on unaffiliated investments of $1,313,279$10,114,598 and $3,926,031,$1,105,458, from which we realized a net gain of $31,093 and $95,657, respectively. For the three and nine months ended September 30, 2016, we sold investments and received principal payments of $70,595 and $220,384, from which we realized a net lossgains (losses) of $0 and $1,167, respectively.

$11,050.

Net Unrealized Appreciation/DepreciationGains/Losses on Investments

Net change in unrealized appreciationgains (losses) on investments reflects the net change in the fair value of our investment portfolio. For the three and nine months ended September 30, 2017,December 31, 2021 and 2020, respectively, net changeschange in unrealized appreciation were ($131,397)gains (losses) totaled $(113,341) and ($1,450,025),$1,215,336. For the six months ended December 31, 2021 and 2020, respectively, net change in unrealized gains (losses) totaled $(412,064) and $1,679,919, respectively. For the three months and ninesix months ended September 30, 2016, net changes in unrealized appreciation were $56,324December 31, 2021, the fair value of our investments was negatively impacted by uncertainty surrounding the impact of the COVID-19 pandemic and $158,046, respectively.

On June 30, 2017, The Company made the decision to fully mark down its remaining investment value in Javlin Financial as an unrealized loss. The decision was due to performance issues within Javlin Financial’s core businesseffect on market yields and a breakdown in restructuring negotiations between the Company, its lenders, and Javlin Financial’s controlling shareholder. It is unknown at this time if there will be any value to the investment.

Changes in Net Assets from Operations

fundamental portfolio company performance. For the three months and ninesix months ended September 30, 2017, we recorded a net incomeDecember 31, 2020, the fair value of ($161,230) and ($1,436,004), respectively versus net incomeour investments was positively impacted by the rebound of $159,718 and $418,144, respectively, forU.S loan prices since the three and nine months ended September 30, 2016.

35

COVID-19 pandemic began.

Table of Contents

Based on 1,266,225 and 1,143,880 weighted average common shares outstanding for the three and nine months ended September 30, 2017, basic and diluted, our per share net increase in net assets resulting from operations was ($0.13) and ($1.26).

Based on 827,457 and 731,866 weighted average common shares outstanding for the three and nine months ended September 30, 2016, basic and diluted, our per share net increase in net assets resulting from operations was $0.19 and $0.57.

Financial Condition, Liquidity and Capital Resources


On July 27, 2017, the Financial Conduct Authority (“FCA”) announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR rates after 2021 (the “FCA Announcement”). In addition, on March 25, 2020, the FCA stated that although the central assumption that firms cannot rely on LIBOR being published after the end of 2021 has not changed, the outbreak of the COVID-19 has impacted the timing of many firms' transition planning, and the FCA will continue to assess the impact of the COVID-19 pandemic on transition timelines and update the marketplace as soon as possible. Central banks and regulators in a number of major jurisdictions (for example, the United States, United Kingdom, European Union, Switzerland and Japan) have convened working groups to find, and implement the transition to, suitable replacements for IBORs. To identify a successor rate for U.S. dollar LIBOR, the ARRC, a U.S.-based group convened by the U.S. Federal Reserve Board and the Federal Reserve Bank of New York, was formed. The ARRC has identified SOFR as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury
55



securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. On July 29, 2021, the ARRC formally recommended SOFR as its preferred alternative replacement rate for LIBOR. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, at this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere or, whether the COVID-19 will have further effect on LIBOR transition plans. The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations.
On March 5, 2021, the FCA announced that (i) 24 LIBOR settings would cease to exist immediately after December 31, 2021
(all seven euro LIBOR settings; all seven Swiss franc LIBOR settings; the Spot Next, 1-week, 2-month, and 12-month Japanese
yen LIBOR settings; the overnight, 1-week, 2-month, and 12-month sterling LIBOR settings; and the 1-week and 2-month US
dollar LIBOR settings); (ii) the overnight and 12-month US LIBOR settings would cease to exist after June 30, 2023; and (iii)
the FCA would consult on whether the remaining nine LIBOR settings should continue to be published on a synthetic basis for
a certain period using the FCA’s proposed new powers that the UK government is legislating to grant to them.

At this time, it is not possible to predict the effect of the FCA Announcement, or other regulatory changes or announcements, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom, the United States or elsewhere. As such, the potential effect of any such event on our net investment income cannot yet be determined. The CLOs in which the Company is invested generally contemplate a scenario where LIBOR is no longer available by requiring the CLO administrator to calculate a replacement rate primarily through dealer polling on the applicable measurement date. However, there is uncertainty regarding the effectiveness of the dealer polling processes, including the willingness of banks to provide such quotations, which could adversely impact our net investment income. Recently, the CLOs we are invested in have included, or have been amended to include, language permitting the CLO investment manager to implement a market replacement rate (like SOFR) upon the occurrence of certain material disruption events. However, we cannot ensure that all CLOs in which we are invested will have such provisions, nor can we ensure the CLO investment managers will undertake the suggested amendments when able. In addition, the effect of a phase out of LIBOR on U.S. senior secured loans, the underlying assets of the CLOs in which we invest, is currently unclear. To the extent that any replacement rate utilized for senior secured loans differs from that utilized for a CLO that holds those loans, the CLO would experience an interest rate mismatch between its assets and liabilities which could have an adverse impact on the Company’s net investment income and portfolio returns.
We generate cash primarily from the net proceeds of offerings of our offering,common stock, and from cash flows from fees (such as management fees), interest and dividends earned from our investments and principal repayments and proceeds from sales of our investments. Our primary use of funds is investments in companies, and payments of our expenses and distributions to holders of our common stock.

The offering


We believe that our current cash on hand and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations. This "Financial Condition, Liquidity and Capital Resources" section should be read in conjunction with the discussion of the COVID-19 Pandemic under the "Critical Accounting Policies" in our Annual Report on Form 10-K for the year ended June 30, 2021.
We previously publicly offered for sale a maximum amount of $300,000,000 in shares of common stock representson a continuous offering of our shares. The initial offering of our common stock commenced on September 4, 2012 and terminated on March 1, 2016. On March 17, 2016, we commenced the follow-on offering of our common stock, which follow-on offering is currently ongoing. We intend to file post-effective amendments to our registration statement to allow us to continue our offering for three years. Our most recent post-effective amendment was filed with the SEC on May 2, 2017 and declared effective on May 3, 2017."best efforts" basis. The Dealer Manager iswas not required to sell any specific number or dollar amount of shares but willwould use its best efforts to sell the shares offered. The minimum investment in shares of our common stock isin the offering was $5,000.

The current Effective February 19, 2021, the offering price forwas terminated and, as a result, the dealer manager agreement terminated in accordance with its terms and the Dealer Manager ceased serving as our shares is $13.46 per share; however,dealer manager effective as of such date. We are engaged in discussions with and due diligence of other firms to potentially serve in the future capacity as our dealer manager regarding potential future capital raises by us.

To the extent we offer shares of our common stock and our net asset value increases, we will sell at a price necessary to ensure that shares are not sold at a price per share, after deduction of selling commissions and dealer manager fees, that is below our net asset value per share. In connection with each closing, our board of directors or a committee thereof is required, within 48 hours of the time that each closing and sale is made, to make the determination that we are not selling shares of any class of our common stock at a price per share which, after deducting upfront selling commissions, if any, is below the then-current net asset value per share of the applicable class. Promptly following any such adjustment to the offering price per share and to the extent we are conducting a public offering, we will file a prospectus supplement with the SEC disclosing the adjusted offering price, and we appropriately publish the updated information. The Dealer Manager for this offering is an affiliate of our Adviser.

During the nine months ended September 30, 2017, we sold 362,028.61 shares of our common stock for gross proceeds of $5,320,227 at an average price per share of $14.70. The increase in capital in excess of par during the nine months ended September 30, 2017 include reinvested stockholder distributions of $214,336 for which we issued 16,105.02 shares of common stock. The sales commissions and dealer manager fees related to the sale of our common stock were $502,640 for the nine months ended September 30, 2017. These sales commissions and fees include $97,435 retained by the dealer manager, Triton Pacific Securities, LLC, which is an affiliate of ours.
56

Our offering expenses are capitalized as deferred offering expenses and then subsequently expensed over a 12-month period.

We may borrow funds to make investments at any time, including before we have fully invested the proceeds of our offering, to the extent we determine that additional capital would allow us to take advantage of investment opportunities, or if our board of directors determines that leveraging our portfolio would be in our best interests and the best interests of our stockholders. We have not yet decided, however, whether, and to what extent, we will finance portfolio investments using debt. We do not currently anticipate issuing any preferred stock.

Contractual Obligations

We

The North American Securities Administrators Association, in its Omnibus Guidelines Statement of Policy adopted on March 29, 1992 and as amended on May 7, 2007 and from time to time, requires that our sponsor and its affiliates have an aggregate financial net worth, exclusive of home, automobile and home furnishings, of 5% of the first $20,000 of both the gross amount of securities currently being offered and the gross amount of any originally issued direct participation program sold by our sponsor and its affiliates within the last 12 months, plus 1% of all amounts in excess of the first $20,000. Based on these requirements, our sponsor and its affiliates have an aggregate net worth in excess of those amounts required by the Omnibus Guidelines Statement of Policy.

For the six months ended December 31, 2021 and 2020, our operating activities provided (used) $2,349,653 and $(474,944) of cash, respectively. The change is primarily driven by decreased expenses and higher cash income for the current quarter. There were no investing activities for the six months ended December 31, 2021 and 2020. Financing activities used $781,708 and $562,278 of cash during the six months ended December 31, 2021 and 2020, respectively, which included dividend payments of $380,992 and $359,815, respectively.
Credit Facility

On May 16, 2019, we established a $50 million senior secured revolving credit facility (the “Credit Facility”) with Royal Bank of Canada, a Canadian chartered bank (“RBC”), acting as administrative agent. In connection with the credit facility, our wholly owned financing subsidiary, Prospect Flexible Funding, LLC (the "SPV"), as borrower, and each of the other parties thereto, entered into a Revolving Loan Agreement, dated as of May 16, 2019 (the “Loan Agreement”). The SPV is a wholly-owned subsidiary of the Company that was formed to facilitate the transactions under the Credit Facility. Under the terms of the Credit Facility, the SPV holds certain contractsof the securities that would otherwise be owned by the Company to be used as the borrowing base and collateral under which wethe Credit Facility. Income paid on these investments is distributed to the Company pursuant to a waterfall after taxes, fees, expenses, and debt service. The lenders under the Credit Facility have material future commitments. On July 27, 2012, we entered intoa security interest in the investment advisory agreement with Triton Pacific Adviser, LLC in accordanceinvestments held by the SPV. Although these investments are owned by the SPV, because the SPV is a wholly-owned subsidiary of the Company, the Company is subject to all of the benefits and risks associated with the 1940 Act. Credit Facility and the investments held by the SPV.
The investment advisory agreement became effectiveCredit Facility matures on JuneMay 21, 2029 and interest on borrowings under the Credit Facility when established was three-month LIBOR plus 1.55%. On May 11, 2020, the Company agreed to the increased interest rate of three-month LIBOR plus 2.20% on the Credit Facility for the period between May 16, 2020 to November 15, 2020. Effective November 10, 2020, the end date of the ramp period of the Credit Facility was extended from November 15, 2020 to May 14, 2021. As a result, the interest rate on borrowings under the Credit Facility of the three-month LIBOR plus 2.20% was extended from the period between May 16, 2020 to November 15, 2020 to the period between May 16, 2020 to May 14, 2021. On May 11, 2021, the end date of the ramp period of the Credit Facility was further extended from May 14, 2021 to November 15, 2021. Effective August 26, 2021, the end date of the ramp period of the Credit Facility was further extended from November 15, 2021 to August 25, 2014,2022. The Credit Facility is secured by substantially all of the SPV’s properties and assets. Under the Loan Agreement, the SPV has made certain customary representations and warranties and is required to comply with various covenants, including reporting requirements and other customary requirements for similar credit facilities. The Loan Agreement includes usual and customary events of default for credit facilities of this nature. As of December 31, 2021, we were in compliance with the applicable covenants.
Recent Developments
Management has evaluated all known subsequent events through the date thatthe accompanying consolidated financial statements were available to be issued on February 8, 2022 and notes the following:                            
Issuance of Common Stock
For the period beginning January 1, 2022 and ending February 8, 2022, the Company issued 14,225 shares pursuant to its distribution reinvestment plan in the amount of $116,514.    

57



Name Change
Effective January 10, 2022, the Company changed its name (the "Name Change") to Prospect Sustainable Income Fund, Inc. in connection with its repositioning as an environmental, social and governance (“ESG”) focused fund, pursuant to which the Company will implement an investment strategy to incorporate certain ESG criteria, which is available on the Company's website at www.prospectsustainablebdc.com. To effectuate the Name Change, the Company amended its Fourth Articles of Amendment and Restated, as amended and supplemented, and amended and restated its Second Amended and Restated Bylaws.
Investment Activity
During the period beginning January 1, 2022 and ending February 8, 2022, the Company made 1 investments totaling $1,990,000.                                                                                                
Repurchase Offer                                                            

On December 17, 2021, under our share repurchase program, we metmade a tender offer to purchase up to the minimum offering requirement. Triton Pacific Adviser servesnumber of shares of our issued and outstanding Class A common stock we could repurchase with the proceeds we receive from the issuance of shares under our distribution reinvestment plan prior to the expiration of this tender offer. The total proceeds under the distribution reinvestment plan prior to this tender offer was $190,747. The tender offer was for cash at a price equal to the net asset value per share as our investment advisor inof January 24, 2022. The offer expired at 4:00 P.M., Eastern Time, on January 20, 2022 and a total of 201,626 shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of our investment advisory agreement. Payments under our investment advisory agreement in each reporting period will consist of (i)the offer, the Company purchased 23,462 shares validly tendered and not withdrawn at a management feeprice equal to $8.13 per share for an aggregate purchase price of approximately $190,747.

Distributions

On November 5, 2021, the board of directors declared distributions for the months of December 2021, January 2022 and February 2022, which reflect a percentagetargeted annualized distribution rate of 7.0% based on the current net asset value. The distributions have weekly record dates as of the valueclose of our gross assetsbusiness of each week in December 2021, January 2022 and (ii)February 2022 and equal a capital gains incentive feeweekly amount of $0.01109 per share of common stock. The distributions will be payable monthly to stockholders of record as of the weekly record dates set forth below.

Record DatePayment DateFLEX Class A Common Shares, per share
January 7, 14, 21, and 28, 2022February 4, 20220.04436
February 4, 11, 18, and 25, 2022March 4, 20220.04436

On February 7, 2022, the board of directors declared distributions for the months of March 2022, April 2022 and May 2022, which reflect a targeted annualized distribution rate of 7.0% based on our performance.

36

the current net asset value. The distributions have monthly record dates as of the close of business of each month in March 2022, April 2022 and May 2022 and equal a weekly amount of $0.01094 per share of common stock. The distributions will be payable monthly to stockholders of record as of the monthly record dates set forth below.


Table of Contents

On July 27, 2012, we entered into the administration agreement with TFA Associates, LLC pursuant to which TFA Associates furnishes us with administrative services necessary to conduct our day-to-day operations. TFA Associates is reimbursed for administrative expenses it incurs on our behalf in performing its obligations. Such costs are reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. We do not reimburse TFA Associates for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of TFA Associates. At the time of our offering, our Administrator has contracted with Bank of New York Mellon and affiliated entities to provide additional administrative services, while we have directly engaged Bank of New York Mellon and affiliated entities to act as our custodian. We have also contracted with Phoenix American Financial Services to act as our transfer agent, plan administrator, distribution paying agent and registrar.

If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under the investment advisory agreement and administration agreement. Any new investment advisory agreement would also be subject to approval by our stockholders.

Off-Balance Sheet Arrangements

Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any off-balance sheet financings or liabilities.

Record DatePayment DateFLEX Class A Common Shares, per share
March 25, 2022April 1, 20220.04376
April 29, 2022May 6, 20220.05470
May 27, 2022June 3, 20220.04376
Distributions

General
We elected to be treated, beginning with our fiscal year ending December 31, 2012, and intend to qualify annually thereafter, as a RIC under the Code. To obtain and maintain RIC tax treatment, we must, among other things, distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of: (i) 98% of our ordinary income for the calendar year, (ii) 98.2% of our recognized capital gains in excess of recognized capital losses for the one-year period generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year) and (iii) any ordinary income and netor capital gains for preceding years that wererecognized but not distributed during suchin preceding years and on which we paid no federal income tax.

58



While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that event, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.

Our board of directors has authorized, and has declared, cash distributions on our common stock on a monthly basis since the second quarter of 2015.2015 (in our capacity as TPIC). The amount of each such distributionsdistribution is subject to our board of directors’ discretion and applicable legal restrictions related to the payment of distributions. We calculate each stockholder’s specific distribution amount for the month using record and declaration dates, and distributions will begin to accrue on the date we accept subscriptions for shares of our common stock. From time to time, we may also pay interim distributions at the discretion of our board.board of directors. Each year a statement on Internal Revenue Service Form 1099-DIV (or any successor form) identifying the source of the distribution (i.e.,(i) paid from investment company taxable income, which is generally our net ordinary income plus our realized net short-term capital gains in excess of realized net long-term capital gains, (ii) paid from net capital gain on the sale of securities, which is our realized net long-term capital gains in excess of realized net-short term capital losses, and/or (iii) a return of paid-in capital surplus, which is generally a nontaxable distribution) will be mailed to our stockholders. Our distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from our offering. As a result, a portion of the distributions we make may represent a return of capital for tax purposes.


We have adopted an “opt in” distribution reinvestment plan for our common stockholders. As a result, when we make a distribution, stockholders will receive distributions in cash unless they specifically “opt in” to the distribution reinvestment plan so as to have their cash distributions reinvested in additional shares of our common stock. Any distributions reinvested under the plan will nevertheless remain taxable to U.S. stockholders.

37


Table



We entered into a license agreement with an affiliate of Contents

The following table reflectsour Adviser, pursuant to which the cash distributions per share thataffiliate granted us a non-exclusive, royalty free license to use the “Prospect” name. Under this license agreement, we have declared and paid onthe right to use such name for so long as our common stock through September 30, 2017:

   Distribution 
For the Nine Months Ended  Per Share  Amount 
Fiscal 2017       
January 27, 2017  $0.04000   39,407 
February 24, 2017  $0.04000   41,323 
March 23, 2017  $0.04000   42,513 
April 27, 2017  $0.04000   44,526 
May 25, 2017  $0.04000   46,364 
June 23, 2017  $0.04000   47,861 
July 21, 2017  $0.04000   48,678 
August 29, 2017  $0.03417   44,767 
September 28, 2017  $0.03417   45,500 
          
Fiscal 2016         
January 22, 2016  $0.04500  $25,244 
February 16, 2016  $0.04500  $26,477 
March 23, 2016  $0.04500  $30,271 
April 21, 2016  $0.04500  $32,832 
May 19, 2016  $0.04500  $34,950 
June 23, 2016  $0.04500  $36,206 
July 21, 2016  $0.04000  $32,318 
August 25, 2016  $0.04000  $33,293 
September 22, 2016  $0.04000  $33,877 
October 20, 2016  $0.04000  $35,164 
November 18, 2016  $0.04000  $37,327 
December 20, 2016  $0.04000  $38,091 

Our distributions previously were paid quarterly in arrears.  On January 15, 2015,Adviser or another affiliate of the Adviser is our Board declared a quarterly cash distribution for the fourth quarter of 2014 of $0.07545 per share payable on January 30, 2015,investment adviser. Other than with respect to shareholders of record as of January 20, 2015. In addition, on April 2, 2015, our Board declared a cash distribution for the first quarter of 2015 of $0.116 per share payable on April 13, 2015, to shareholders of record as of April 6, 2015. Commencing in April 2015, and subject to our board of directors’ discretion and applicablethis limited license, we have no legal restrictions, our board of directors began to authorize and declare a monthly distribution amount per share of our common stock, payable in advance.  We then calculate each stockholder’s specific distribution amount for the month using record and declaration dates, and distributions will begin to accrue on the date we accept subscriptions for shares of our common stock.  No distributions were declared for the years before 2015.

The Company may fund its cash distributions to stockholders from any sources of funds legally available to it, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paidright to the Company on account of preferred and common equity investments in portfolio companies and expense reimbursements from the Adviser. The Company has not established limits on the amount of funds it may use from available sources to make distributions.

38

“Prospect” name or logo.


Table of Contents

The following table reflects the sources of the cash distributions on a tax basis that the Company paid on its common stock during the nine months ended September 30, 2017 and September 30, 2016:

  Nine months ended September 30, 
  2017  2016 
  Distribution     Distribution    
Source of Distribution Amount  Percentage  Amount  Percentage 
Offering proceeds          
Borrowings            
Net investment income(1)            
Short-term capital gains proceeds from the sale of assets  47,998   12%      
Long-term capital gains proceeds from the sale of assets     0%      
Distributions from common equity (return of capital)  352,941   88%      
Expense reimbursement from sponsor     0%  285,469   100%
Total $400,939   100% 285,469   100%

Investment Advisory Agreement                                                

(1)During the nine months ended September 30, 2017 and 2016, 92.7% and 86.3%, respectively, of the Company’s gross investment income was attributable to cash income earned, and 7.3% and 13.7%, resepctively was attributable to non-cash accretion of discount and paid in-kind interest.

Related Party Transactions

We have entered into the Investment Advisory Agreement with our Adviser, pursuant to which we would pay our Adviser a fee for its services under the Investment Advisory Agreement consisting of two components - a base management fee and an investmentincentive fee. Under the Amended and Restated Advisory Agreement, we reduced the base management fee from an annual rate of 1.75% to 1.20% and eliminated the incentive fee payable thereunder, effective as of January 1, 2022 and until the Listing Anniversary. Until such January 1, 2022 effective date, the advisory agreement with Triton Pacificfees payable to the Adviser were as set forth in whichthe Investment Advisory Agreement. The cost of any advisory fees payable to the Adviser will ultimately be borne by our stockholders. See “-Investment Advisory Fees.”

Certain members of our senior management holdshold an equity interest.interest in our Adviser.  Members of our senior management also serve as principals of other investment managers affiliated with Triton Pacificour Adviser that do and may in the future manage investment funds, accounts or other investment vehicles with investment objectives similar to ours.

We have entered into


Administration Agreement

Pursuant to the agreement and plan of merger, as amended and restated, between TPIC and PWAY, the Administrator, an administrationaffiliate of the Adviser, became the administrator for the Company pursuant to an administrative agreement, with TFA Associatesas amended and restated as of June 17, 2019 (the "Administration Agreement"). The Administrator performs, oversees and arranges for the performance of administrative services necessary for the operation of the Company. These services include, but are not limited to, accounting, finance and legal services. For providing these services, facilities and personnel, the Company reimburses the Administrator for the Company’s actual and allocable portion of expenses and overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and the Company’s allocable portion of the costs of its Chief Financial Officer and Chief Compliance Officer and her staff. For the three months ended December 31, 2021 and 2020, allocation of overhead from the Administrator to the Company was $153,885 and $249,280, respectively. For the six months ended December 31, 2021 and 2020, allocation of overhead from the Administrator to the Company was $323,082 and
59



$474,273, respectively. As of December 31, 2021 and June 30, 2021, $327,709 and $378,320, respectively, was payable to the Administrator by the Company.
Allocation of Expenses
The cost of valuation services for CLOs is initially borne by PRIS, which our senior management holds equity interestthen allocates to the Company its proportional share of such expense. During the three months ended December 31, 2021 and act2020, PRIS incurred $13,400 and $13,138, respectively, in expenses related to valuation services that are attributable to the Company. During the six months ended December 31, 2021 and 2020, PRIS incurred $27,417 and $26,277, respectively, in expenses related to valuation services that are attributable to the Company. The Company reimburses PRIS for these expenses and includes them as principals.

We havepart of Valuation services on the ConsolidatedStatements of Operations. As of December 31, 2021 and June 30, 2021, $13,990 and $26,800, respectively, of expense is due to PRIS, which is presented as part of Due to Affiliates on the ConsolidatedStatements of Assets and Liabilities.

The cost of filing software and general ledger expenses are initially borne by PSEC, which then allocates to the Company its proportional share of such expense. During the three months ended December 31, 2021 and 2020, PSEC incurred $0 and $6,779, respectively, in expenses related to the filing software and general ledger expenses that are attributable to the Company. During the six months ended December 31, 2021 and 2020, PSEC incurred $0 and $6,779, respectively, in expenses related to the filing software and general ledger expenses that are attributable to the Company. The Company reimburses PSEC for these expenses and includes them as part of General and administrative expenses on the Consolidated Statements of Operations. As of December 31, 2021 and June 30, 2021, $0 of expense was due to PSEC, respectively, which is presented as part of Due to Affiliates on the Consolidated Statements of Assets and Liabilities.
Officers and Directors
Certain officers and directors of the Company are also officers and directors of the Adviser and its affiliates. There were no fees paid to the independent directors of the Company as the Company did not exceed the minimum net asset value required (i.e., greater than $100 million) to receive a fee for the three months and six months ended December 31, 2021. The officers do not receive any direct compensation from the Company.                                                                                                                                    

Dealer Manager Agreement                                                    

The Company and its Adviser entered into a dealer manager agreement, as amended, with Triton Pacific Securities, LLC andthe Dealer Manager, which terminated effective February 19, 2021 in accordance with its terms in connection with the termination of the Company's continuous public offering of its common stock. The Dealer Manager ceased serving as the Company's dealer manager effective as of such date. Pursuant to the terms of this dealer manager agreement, the Company would pay themthe Dealer Manager a fee of up to 10%9% of gross proceeds raised in the Company's offering, some of which willwould be re-allowed to other participating broker-dealers. Triton Pacific Securities, LLCIn addition to the upfront selling commissions and dealer manager fees, PFIM could pay the Dealer Manager a fee (the "Additional Selling Commissions") equal to no more than 1.0% of the net asset value per share per year. The Dealer Manager would reallow all or a portion of the Additional Selling Commissions to participating broker-dealers. The Dealer Manager is an affiliated entity of Triton Pacific Adviser.

We have entered into a license agreement with Triton Pacific Group, Inc. under which Triton Pacific Group, Inc. has granted us a non-exclusive, royalty-free license to use the name “Triton Pacific” for specified purposes in our business. Under this agreement, we have the right to use the “Triton Pacific” name, subject to certain conditions, for so long as Triton PacificTPIC Adviser orand is partially owned by one of its affiliates remains our investment advisor. Other than with respectformer directors, Craig Faggen.

For the three months and six months ended December 31, 2021, TPS incurred offering expenses of $0. For the three months and six months ended December 31, 2020, TPS incurred offering expenses of $16,937. As of December 31, 2021 and June 30, 2021, the Company owes TPS $0 and $9,455, respectively, related to this limited license, we have no legal rightoffering costs and general and administrative expenses which is included in Due to Affiliate on the “Triton Pacific” name.

We haveConsolidatedStatements of Assets and Liabilities. Offering costs of $0 and $993, respectively, as of December 31, 2021 and June 30, 2021, are also included in Due to Affiliate on the ConsolidatedStatements of Assets and Liabilities.


Expense Limitation Agreement

The Company entered into an expense supportlimitation agreement, dated March 31, 2019 (the "Former ELA"), with PFIM, which was terminated effective February 17, 2021 in accordance with its terms. On and conditional reimbursementeffective April 20, 2021, the Company entered into a new expense limitation agreement with Triton Pacificthe Adviser, pursuantwhich was amended and restated on July 7, 2021 to extend the period during which the Adviser will pay upbe required to 100%waive its investment advisory fees under the Investment Advisory Agreement, from September 30, 2021 to June 30, 2022, as discussed below (such new expenses limitation agreement as amended and restated, the "New ELA"). Pursuant to the terms of each expense limitation agreement the applicable investment adviser, in its sole discretion, could waive a portion or all of the Company’s organization, offering andinvestment advisory fees that it was entitled to receive under its investment advisory agreement with the Company in order to limit the Company's operating expenses subject to repayment by usan annual rate, expressed as a percentage of the Company's average quarterly net assets, equal to 8.00%. In addition, under the Adviser, in order forNew ELA, the Company to achieve a reasonable level of expenses relative to its investment income, as determined by the Company and the Adviser. our Adviser has agreed to make advanceswaive its investment advisory fees to usthe extent necessary to cover certainlimit the Company's operating expenses to such annual
60



rate from the effective date of our operating expenses. (Seethe New ELA through June 30, 2022. The Former ELA did not contain this guaranteed waiver. Other than this guaranteed waiver, the terms and conditions of the New ELA are substantially similar to those of the Former ELA. See “Expense ReimbursementLimitation Agreement”, below.)

Management Fee

Expense Limitation Agreement                                                

Former Expense Limitation Agreement with PFIM
Concurrently with the closing of the Merger, we entered into the Former ELA with PFIM. On and effective February 17, 2021, the Former ELA was terminated in accordance with its terms.
Pursuant to the Former ELA, PFIM, in its sole discretion, could waive a portion or all of the investment advisory fees that it was entitled to receive pursuant to the Former Investment Advisory Agreement in order to limit our Operating Expenses (as defined below) to an annual rate, expressed as a percentage of our average quarterly net assets, equal to 8.00% (the “Annual Limit”). For purposes of the Former ELA, the term “Operating Expenses” with respect to the Company, is defined to include all expenses necessary or appropriate for the operation of the Company, including but not limited to PFIM’s base management fee, any and all costs and expenses that qualify as line item “organization and offering” expenses in the consolidated financial statements of the Company as the same are filed with the SEC and other expenses described in the Former Investment Advisory Agreement, but does not include any portfolio transaction or other investment-related costs (including brokerage commissions, dealer and underwriter spreads, prime broker fees and expenses and dividend expenses related to short sales), interest expenses and other financing costs, extraordinary expenses and acquired fund fees and expenses. Upfront shareholder transaction expenses (such as sales commissions, dealer manager fees, and similar expenses) are not Operating Expenses. On April 30, 2020, the Company's board of directors approved extending the Expense Limitation Agreement for an additional 12-month term ending on April 30, 2021. During the three months and six months ended December 31, 2020 as a part of the Former ELA, PFIM waived its base management fees of $0 and $183,386, respectively. During the three months and six months ended December 31, 2021, there were no base management fees incurred by PFIM.
Any amount waived pursuant to the Former ELA is subject to repayment to PFIM (a “Former ELA Reimbursement”) by us within the three years following the end of the quarter in which the waiver was made by PFIM. Although the Former ELA was terminated effective February 17, 2021, PFIM maintains its right to repayment for any waiver it has made under the Former ELA, subject to the Former Repayment Limitations (discussed below).
Any Former ELA Reimbursement can be made solely in the event that we have sufficient excess cash on hand at the time of any proposed Former ELA Reimbursement and shall be limited to the lesser of (i) the excess of the Annual Limit applicable to such quarter over the Company’s actual Operating Expenses for such quarter and (ii) the amount of Former ELA Reimbursement which, when added to the Company’s expenses for such quarter, permits the Company to pay the then-current aggregate quarterly distribution to its shareholders, at a minimum annualized rate of at least 6.00% (based on the gross offering prices of Company shares) (the “Distribution”) from the sum of (x) the Company’s net investment income (loss) for such quarter plus (y) the Company’s net realized gains (losses) for such quarter (collectively, the “Former Repayment Limitations”). For the purposes of the calculations pursuant to (i) and (ii) of the preceding sentence, any Former ELA Reimbursement will be treated as an expense of the Company for such quarter, without regard to the GAAP treatment of such expense. In the event that the Company is unable to make a full payment of any Former ELA Reimbursements due for any applicable quarter because the Company does not have sufficient excess cash on hand, any such unpaid amount shall become a payable of the Company for accounting purposes and shall be paid when the Company has sufficient cash on hand (subject to the Repayment Limitations); provided, that in the case of any Former ELA Reimbursements, such payment shall be made no later than the date that is three years following the end of the quarter in which the applicable waiver was made by PFIM.

Expense Limitation Agreement with the Adviser
On and effective April 20, 2021, we entered into the new expense limitation agreement with the Adviser, which replaced the Former ELA with PFIM and was amended and restated on July 7, 2021 to extend the period during which the Adviser will be required to waive its investment advisory fees under the Investment Advisory Agreement, from September 30, 2021 to June 30, 2022, as discussed below. The New ELA has an initial term ending on the first full month following the one-year anniversary of its effective date and may be continued thereafter for successive one-year periods in accordance with its terms.
Pursuant to the New ELA, our Adviser will waive a portion or all of the investment advisory fees that it is entitled to receive pursuant to the Investment Advisory Agreement, from the effective date of the New ELA through June 30, 2022, in order to limit our Operating Expenses (as defined below) to an annual rate, expressed as a percentage of our average quarterly net assets, equal to 8.00% (the “Annual Limit”). After June 30, 2022, such waiver may be made at our Adviser’s option and in its sole discretion. For purposes of the New ELA, the term “Operating Expenses” with respect to the Company, is defined to include all
61



expenses necessary or appropriate for the operation of the Company, including but not limited to our Adviser’s base management fee, any and all costs and expenses that qualify as line item “organization and offering” expenses in the consolidated financial statements of the Company as the same are filed with the SEC and other expenses described in the Investment Advisory Agreement, but does not include any portfolio transaction or other investment-related costs (including brokerage commissions, dealer and underwriter spreads, prime broker fees and expenses and dividend expenses related to short sales), interest expenses and other financing costs, extraordinary expenses and acquired fund fees and expenses. Upfront shareholder transaction expenses (such as sales commissions, dealer manager fees, and similar expenses) are not Operating Expenses. Our Adviser waived fees, pursuant to the New ELA, in an amount of $184,999 and $367,197 for the three months and six months ended December 31, 2021, respectively.
Any amount waived pursuant to the New ELA is subject to repayment to our Adviser (an “ELA Reimbursement”) by us within the three years of the date on which the waiver was made by our Adviser. If the New ELA is terminated or expires pursuant to its terms, our Adviser will maintain its right to repayment for any waiver it has made under the New ELA, subject to the Repayment Limitations (discussed below).
Any ELA Reimbursement can be made solely in the event that we have sufficient excess cash on hand at the time of any proposed ELA Reimbursement and shall be limited to the lesser of (i) the excess of the Annual Limit applicable to such quarter over the Company’s actual Operating Expenses for such quarter and (ii) the amount of ELA Reimbursement which, when added to the Company’s expenses for such quarter, permits the Company to pay the then-current aggregate quarterly distribution to its shareholders, at a minimum annualized rate of at least 6.00% (based on the gross offering prices of Company shares) (the “Distribution”) from the sum of (x) the Company’s net investment income (loss) for such quarter plus (y) the Company’s net realized gains (losses) for such quarter (collectively, the “Repayment Limitations”). For the purposes of the calculations pursuant to (i) and (ii) of the preceding sentence, any ELA Reimbursement will be treated as an expense of the Company for such quarter, without regard to the GAAP treatment of such expense. In the event that the Company is unable to make a full payment of any ELA Reimbursements due for any applicable quarter because the Company does not have sufficient excess cash on hand, any such unpaid amount shall become a payable of the Company for accounting purposes and shall be paid when the Company has sufficient cash on hand (subject to the Repayment Limitations); provided, that in the case of any ELA Reimbursements, such payment shall be made no later than the date that is three years after the date on which the applicable waiver was made by our Adviser.
Investment Advisory Fees

Overview

On April 20, 2021, the Company entered into the Investment Advisory Agreement with the Adviser, which was unanimously approved by the Company’s board of directors, including by all of the directors who are not “interested persons” (as defined in the 1940 Act), on February 18, 2021, subject to stockholder approval of the Investment Advisory Agreement. The Company’s stockholders approved the Investment Advisory Agreement at a Special Meeting of Stockholders held on March 31, 2021.
The Investment Advisory Agreement replaced the Former Investment Advisory Agreement with PFIM, the Company's former investment adviser, agreement,which terminated effective April 20, 2021. The Investment Advisory Agreement is identical in all material respects to the Former Investment Advisory Agreement, except for its date of effectiveness, term and the Adviser serving as the Company’s investment adviser instead of PFIM. As such, the Former Investment Advisory Agreement and the Investment Advisory Agreement contain the same terms, provisions, conditions and fee rates, and provide for the same management services to be conducted by the Adviser as were conducted by PFIM.

On November 5, 2021, we payamended and restated the Investment Advisory Agreement to reduce to reduce the advisory fees payable thereunder, effective as of January 1, 2022 and until the one year anniversary of the listing of our common stock on a national securities exchange (the “Listing Anniversary”), as further discussed below. The Amended and Restated Advisory Agreement was unanimously approved by our Board of Directors, including by all of the directors who are not “interested persons” (as defined in the 1940 Act), and became effective on January 1, 2022. Until such effective date, the advisory fees payable to the Adviser were as set forth in the Investment Advisory Agreement. The Amended and Restated Advisory Agreement has an initial two-year term and may be continued thereafter for successive one-year periods if such continuance is approved in the manner provided for under Section 15 of the 1940 Act.

Each of these investment advisory agreements is further discussed below.

Former Investment Advisory Agreement

62



Pursuant to the Former Investment Advisory Agreement, we paid PFIM a fee for investment advisory and management services consisting of a base management fee and an incentive fee.

The cost of both the base management fee payable to PFIM and any incentive fees it earned would ultimately be borne by our stockholders.


Base Management Fee. The base management fee iswas calculated at a quarterlyan annual rate of 0.5%1.75% (0.4375% quarterly) of our average grosstotal assets, (including amounts borrowedwhich included any borrowings for investment purposes) and payable quarterly in arrears.purposes. For the first quarter of our operations following the Merger, the base management fee was calculated based on the initial value of our gross assets. Subsequently, the base management fee for any calendar quarter is calculated based on the average value of our grosstotal assets as of the date of the Former Investment Advisory Agreement and at the end of thatthe calendar quarter in which the date of the Former Investment Advisory Agreement fell, and the immediately preceding quarters,was appropriately adjusted for any share issuances or repurchases during thatthe then current calendar quarter. The base management fee may or may not be taken in whole or in part at the discretion of our Adviser. All or any part ofSubsequently, the base management fee not taken as towas payable quarterly in arrears, and was calculated based on the average value of our total assets at the end of the two most recently completed calendar quarters, and was appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Base management fees for any partial month or quarter shall be accrued without interest and may be taken in such other quarter as our Adviser shall determine. Thewas appropriately pro-rated. At PFIM’s option, the base management fee for any partial quarter willperiod could be appropriately pro-rated.

39

deferred, without interest thereon, and paid to PFIM at any time subsequent to any such deferral as PFIM determined.

TableDuring the three months and six months ended December 31, 2021, there were no base management fees incurred by PFIM. The total base management fee incurred by PFIM was and 184,345 and $367,731 during the three months and six months ended December 31, 2020, respectively. During the three months ended December 31, 2020, the total base management fee was not waived by PFIM. During the six months ended December 31, 2020, the base management fees of Contents

Though, in accordance with$183,386 related to the Advisers Act,three months ended September 30, 2020 were waived by PFIM. As of June 30, 2021, the Adviser could have received antotal base management fee due to PFIM was $44,223. As of December 31, 2021, the total base management fee due to PFIM was $0.

Incentive Fee. The incentive fee consisted of two parts: (1) the subordinated incentive fee on both current income earned and income from(2) the capital gains the Adviser has agreed to waive any incentive fees from current income. As such,fee.

Subordinated Incentive Fee on Income. The first part of the Adviser will be paid an incentive fee, only uponwhich is referred to as the realization of a capital gain from the sale of an investment. Thesubordinated incentive fee will beon income, was calculated and payable quarterly in arrears based upon our “pre-incentive fee net investment income” for the immediately preceding calendar quarter. For purposes of this fee, “pre-incentive fee net investment income” meant interest income, dividend income and distribution cash flows from equity investments and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that we received) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, expenses reimbursed under the Former Investment Advisory Agreement and the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred shares, but excluding the organization and offering expenses and incentive fees on income and capital gains). Pre-incentive fee net investment income included, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we had not yet received in cash. Pre-incentive fee net investment income did not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The subordinated incentive fee on income was subject to a quarterly fixed preferred return to investors, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, of 1.5% (6.0% annualized), subject to a “catch up” feature. Operating expenses were included in the calculation of the subordinated incentive fee on income.

We would pay PFIM a subordinated incentive fee on income for each calendar quarter as follows:

No incentive fee would be payable to PFIM in any calendar quarter in which our pre-incentive fee net investment income did not exceed the preferred return rate of 1.5%.

100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeded the preferred return but was less than or equal to 1.875% in any calendar quarter (7.5% annualized). We refer to this portion of our pre-incentive fee net investment income (which exceeded the preferred return but was less than or equal to 1.875%) as the “catch-up.” The effect of the “catch-up” provision was that, if our pre-incentive fee net investment income reached 1.875% in any calendar quarter, PFIM would receive 20.0% of our pre-incentive fee net investment income as if a preferred return did not apply.

20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeded 1.875% in any calendar quarter (7.5% annualized) would be payable to PFIM. This reflected that once the preferred return was reached and the catch-up was achieved, 20.0% of all pre-incentive fee net investment income thereafter would be allocated to PFIM.

Capital Gains Incentive Fee. The second part of the incentive fee, which is referred to as the capital gains incentive fee, was determined and payable in arrears as of the dateend of our liquidation or theeach calendar year (or upon termination of the investment adviser agreement,Former Investment Advisory
63



Agreement, as of the termination date), and will equal 20%equaled 20.00% of our realized capital gains on a cumulative basis from inception throughfor the end of each quarter,calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, lessat the aggregate amountend of any previously paid capital gain incentive fees.

For purposes of the foregoing: (1) the calculation of the incentive fee shall include any capital gains that result from cash distributions that are treated as a return of capital, (2) any such return of capital will be treated as a decrease in our cost basis for the relevant investment and (3) all fiscal year-end valuations will be determined by us in accordance with GAAP, applicable provisions of the Company Act and our pricing procedures.year. In determining the capital gains incentive fee payable to our Adviser,PFIM, we willwould calculate the aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as applicable, with respect to each of the investmentsinvestment that has been in our portfolio. For the purpose of this purpose, aggregatecalculation, an “investment” is defined as the total of all rights and claims which may be asserted against a portfolio company arising from our participation in the debt, equity, and other financial instruments issued by that company. Aggregate realized capital gains, if any, equaled the sum of the differences between the aggregate net sales price of each investment and the aggregate amortized cost basis of such investment when sold or otherwise disposed.


Aggregate realized capital losses equaled the sum of the amounts by which the aggregate net sales price of each investment was less than the aggregate amortized cost basis of such investment when sold or otherwise disposed. Aggregate unrealized capital depreciation equaled the sum of the differences, if negative, between the aggregate valuation of each investment and the aggregate amortized cost basis of such investment as of the applicable calendar year-end. At the end of the applicable calendar year, the amount of capital gains that served as the basis for our calculation of the capital gains incentive fee involved netting aggregate realized capital gains against aggregate realized capital losses on a since-inception basis and then reducing this amount by the aggregate unrealized capital depreciation. If this number was positive, then the capital gains incentive fee payable was equal to 20.00% of such amount, less the aggregate amount of any capital gains incentive fees paid since inception. Operating expenses were not taken into account when determining capital gains incentive fees.
There were no incentive fees payable as of December 31, 2021 or June 30, 2021. During the three months and six months ended December 31, 2021 and 2020, there were no incentive fees incurred.

Investment Advisory Agreement
Pursuant to the Investment Advisory Agreement, we pay the Adviser a fee for investment advisory and management services consisting of a base management fee and an incentive fee. The cost of both the base management fee payable to the Adviser and any incentive fees it earns will ultimately be borne by our stockholders. See "Amended and Restated Advisory Agreement" below for additional information.
Base Management Fee. The base management fee is calculated at an annual rate of 1.75% (0.4375% quarterly) of our average total assets, which includes any borrowings for investment purposes. For the first quarter of our operations following the date of Investment Advisory Agreement, the base management fee was calculated based on the average value of our total assets as of the date of the Investment Advisory Agreement and at the end of the calendar quarter in which the date of the Investment Advisory Agreement fell, and was appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Subsequently, the base management fee is payable quarterly in arrears, and is calculated based on the average value of our total assets at the end of the two most recently completed calendar quarters, and is appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Base management fees for any partial month or quarter is appropriately pro-rated. At the Adviser’s option, the base management fee for any period may be deferred, without interest thereon, and paid to the Adviser at any time subsequent to any such deferral as the Adviser determines.
During the three months and six months ended December 31, 2020, there were no base management fees incurred by the Adviser. The total base management fee incurred by the Adviser was $184,999 and $367,197 during the three months and six months ended December 31, 2021, respectively. During the three months and six months ended December 31, 2021, the base management fee of $184,999 and $367,197 were waived by the Adviser. As of December 31, 2021, the total base management fee due to the Adviser after the waiver was $0.

Incentive Fee. The incentive fee consists of two parts: (1) the subordinated incentive fee on income and (2) the capital gains incentive fee.
Subordinated Incentive Fee on Income. The first part of the incentive fee, which is referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears based upon our “pre-incentive fee net investment income” for the immediately preceding calendar quarter. For purposes of this fee, “pre-incentive fee net investment income” means interest income, dividend income and distribution cash flows from equity investments and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, expenses reimbursed under the Investment Advisory Agreement and the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred shares, but excluding the organization and offering expenses and incentive fees on income and capital gains). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized
64



capital losses or unrealized capital appreciation or depreciation. The subordinated incentive fee on income is subject to a quarterly fixed preferred return to investors, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, of 1.5% (6.0% annualized), subject to a “catch up” feature. Operating expenses are included in the calculation of the subordinated incentive fee on income.
We will pay our Adviser a subordinated incentive fee on income for each calendar quarter as follows:
•    No incentive fee will be payable to our Adviser in any calendar quarter in which our pre-incentive fee net investment income does not exceed the preferred return rate of 1.5%.
•    100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the preferred return but is less than or equal to 1.875% in any calendar quarter (7.5% annualized). We refer to this portion of our pre-incentive fee net investment income (which exceeds the preferred return but is less than or equal to 1.875%) as the “catch-up.” The effect of the “catch-up” provision is that, if our pre-incentive fee net investment income reaches 1.875% in any calendar quarter, our Adviser will receive 20.0% of our pre-incentive fee net investment income as if a preferred return did not apply.
•    20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeds 1.875% in any calendar quarter (7.5% annualized) will be payable to our Adviser. This reflects that once the preferred return is reached and the catch-up is achieved, 20.0% of all pre-incentive fee net investment income thereafter will be allocated to our Adviser.
Capital Gains Incentive Fee. The second part of the incentive fee, which is referred to as the capital gains incentive fee, is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 20.00% of our realized capital gains for the calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation at the end of such year; provided that the incentive fee determined as of December 31, 2021 will be calculated for a period of shorter than twelve calendar months to take into account any net realized capital gains, if any, computed net of all realized capital losses and unrealized capital depreciation for the period commencing as of the date of the Investment Advisory Agreement and ending on December 31, 2021. In determining the capital gains incentive fee payable to the Adviser, we calculate the aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as applicable, with respect to each investment that has been in our portfolio. For the purpose of this calculation, an “investment” is defined as the total of all rights and claims which may be asserted against a portfolio company arising from our participation in the debt, equity, and other financial instruments issued by that company. Aggregate realized capital gains, if any, equal the sum of the positive differences between the aggregate net sales pricesprice of our investments,each investment and the aggregate amortized cost basis of such investment when sold and the cost of such investments since inception.or otherwise disposed. Aggregate realized capital losses will equal the sum of the amounts by which the aggregate net sales pricesprice of our investments, when sold,each investment is less than the originalaggregate amortized cost basis of such investments since inception.investment when sold or otherwise disposed. Aggregate unrealized capital depreciation will equalequals the sum of the difference,differences, if negative, between the aggregate valuation of each investment and the aggregate amortized cost basis of such investment as of the applicable date and the original cost of such investment.calendar year-end. At the end of the applicable period,calendar year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee will equal theinvolves netting aggregate realized capital gains lessagainst aggregate realized capital losses on a since-inception basis and lessthen reducing this amount by the aggregate unrealized capital depreciation with respect to our portfolio investments.depreciation. If this number is positive, at the end of such period, then the capital gains incentive fee for such period will bepayable is equal to 20%20.00% of such amount, less the aggregate amount of any capital gains incentive fees paid in all prior periods.

Whilesince inception. Operating expenses are not taken into account when determining capital gains incentive fees.


There were no incentive fees payable as of December 31, 2021 or June 30, 2021. During the investment advisory agreement neither includes nor contemplatesthree months and six months ended December 31, 2021 and 2020, there were no incentive fees incurred.

Amended and Restated Advisory Agreement

On November 5, 2021, we amended and restated the inclusionInvestment Advisory Agreement to reduce the base management fee from an annual rate of unrealized gains in1.75% (0.4375% quarterly) to 1.20% (0.30% quarterly) and eliminate the incentive fee payable thereunder, effective as of January 1, 2022 and until the Listing Anniversary. As such, until the Listing Anniversary, the base management fee will be calculated at an annual rate of 1.20% (0.30% quarterly) and the Adviser will not be entitled to any incentive fee. Following the Listing Anniversary (1) the base management fee will be calculated at an annual rate of 1.75% (0.4375% quarterly), commencing with the first base management fee calculation ofthat occurs after such anniversary, and (2) the Adviser will be entitled to receive the same incentive fee, including the subordinated incentive fee on income and the capital gains incentive fee, pursuantas set forth in the Investment Advisory Agreement and discussed above, commencing with the first calendar quarter after such anniversary. The Amended and Restated Advisory Agreement became effective on January 1, 2022. Until
65



such effect date, the advisory fees payable to the Adviser were as set forth in the Investment Advisory Agreement. See “Investment Advisory Agreement” above.

Asset Coverage
In accordance with the 1940 Act, the Company is currently only allowed to borrow amounts such that its “asset coverage,” as defined in the 1940 Act, is at least 150% after such borrowing. “Asset coverage” generally refers to a company’s total assets, less all liabilities and indebtedness not represented by “senior securities,” as defined in the 1940 Act, divided by total senior securities representing indebtedness and, if applicable, preferred stock. “Senior securities” for this purpose includes borrowings from banks or other lenders, debt securities and preferred stock.
On March 23, 2018, an interpretationamendment to Section 61(a) of an American Institutethe 1940 Act was signed into law to permit BDCs to reduce the minimum “asset coverage” ratio from 200% to 150%, so long as certain approval and disclosure requirements are satisfied. In addition, for BDCs like the Company whose securities are not listed on a national securities exchange, the Company is also required to offer to repurchase its outstanding shares at the rate of Certified Public Accountants, or AICPA, Technical Practice Aid25% per quarter over four calendar quarters. Under the existing 200% minimum asset coverage ratio, the Company is permitted to borrow up to one dollar for investment companies, we include unrealized gains inpurposes for every one dollar of investor equity, and under the calculation of the capital gains incentive fee expense and related accrued capital gains incentive fee. This accrual reflects the incentive fees that would be payable to our Advisor as if our entire portfolio was liquidated at its fair value as of the balance sheet date even though our Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.

The organizational and offering expense and other expense reimbursements may include a portion of costs incurred by our Adviser or its members or affiliates on our behalf for legal, accounting, printing and other offering expenses, including for marketing, salaries and direct expenses of its employees, employees of its affiliates and others while engaged in registering and marketing the shares of our common stock, which shall include development of marketing and marketing presentations and training and educational meetings and generally coordinating the marketing process for us and may also include amounts reimbursed by us to our Dealer Manager for actual bona fide due diligence expenses incurred by our Dealer Manager or participating broker-dealers in an aggregate amount that is reasonable in relation to the gross proceeds raised in our offering and which are supported by detailed, itemized invoices. None of the reimbursements referred to above will exceed actual expenses incurred by our Adviser, its members or affiliates. Our Adviser will reimburse to us, without recourse or reimbursement by us, any organizational and offering expenses to the extent those expenses, when aggregated with sales load, exceed 15.0%.

40

Table of Contents

Expense Reimbursement Agreement

On March 27, 2014, we and our Adviser agreed to an Expense Support and Conditional Reimbursement Agreement, or the Expense Reimbursement Agreement. The Expense Reimbursement Agreement was amended and restated effective November 17, 2014. Under the Expense Reimbursement Agreement, as amended, our Adviser, in consultation with150% minimum asset coverage ratio, the Company will paybe permitted to borrow up to 100% of both our organizational and offering expenses and our operating expenses, all as determined by us and our Adviser. As used in the Expense Reimbursement Agreement, operating expenses refer to third party operating costs and expenses incurred by us, as determined under generally accepted accounting principlestwo dollars for investment management companies. Organizationalpurposes for every one dollar of investor equity. In other words, Section 61(a) of the 1940 Act, as amended, permits BDCs to potentially increase their debt-to-equity ratio from a maximum of 1 to 1 to a maximum of 2 to 1.


At the 2019 Annual Meeting, stockholders approved the application to the Company of the 150% minimum asset coverage ratio set forth in Section 61(a)(2) of the 1940 Act. As a result, and offering expenses include expenses incurredsubject to certain additional disclosure requirements and the repurchase obligations described above, the minimum asset coverage ratio applicable to the Company was reduced from 200% to 150%, effective as of March 16, 2019.

Below is our quarterly asset coverage since June 30, 2019.

Revolving Credit FacilityTotal Amount OutstandingAsset Coverage per Unit(1)Involuntary Liquidating Preference per Unit(2)Average Market Value per Unit(2)
December 31, 2021$21,000,000 $1,924 — — 
September 30, 2021$21,000,000 $1,938 — — 
June 30, 2021$21,000,000 $1,950 — — 
March 31, 2021$21,000,000 $1,971 — — 
December 31, 2020$21,000,000 $1,976 — — 
September 30, 2020$21,000,000 $1,947 — — 
June 30, 2020$21,000,000 $1,931 — — 
March 31, 2020$21,000,000 $1,914 — — 
December 31, 2019$21,000,000 $2,018 — — 
September 30, 2019$15,500,000 $2,461 — — 
June 30, 2019$5,500,000 $5,256 — — 
(1) The asset coverage ratio is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by secured senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit.
(2) This column is inapplicable.

On April 8, 2020, in connection with the organization of our company and expenses incurred in connection with our offering, which are recorded as a component of equity. The Expense Reimbursement Agreement states that until the net proceeds to us from our offering are at least $25 million, our Adviser will pay up to 100% of both our organizational and offering expenses and our operating expenses. After we received at least $25 million in net proceeds from our offering, our Adviser may, with our consent, continue to make expense support payments to us in such amounts as are acceptable to us and our Adviser. Any expense support payments shall be paid by the Adviser to the Company in any combination of cash, and/or offsets against amounts otherwise due from the Company to the Adviser.

Under the Expense Reimbursement Agreement as amended, once we have received at least $25 million in net proceeds from our offering,we are required to reimburse our Adviser for any expense support payments we received from themoccurring within three yearsoutbreak of the date on which we incurred such expenses.However, with respect to any expense support payments attributable to our operating expenses, (i) we will only reimburse our Adviser for expense support payments made by our Adviser toCOVID-19 pandemic, the extent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause “other operating expenses” (as defined below) (onSEC issued an annualized basisOrder Under Sections 6(c), 17(d), 38(a) and net of any expense reimbursement payments received by us during such fiscal year) to exceed the percentage of our average net assets attributable to shares of our common stock represented by “other operating expenses” during the fiscal year in which such expense support payment from our Adviser was made (provided, however, that this clause (i) shall not apply to any reimbursement payment which relates to an expense support payment from our Adviser made during the same fiscal year); and (ii) we will not reimburse our Adviser for expense support payments made by our Adviser if the annualized rate of regular cash distributions declared by us at the time of such reimbursement payment is less than the annualized rate of regular cash distributions declared by us at the time our Adviser made the expense support payment to which such reimbursement relates. “Other operating expenses” means our total operating expenses excluding base management fees, incentive fees, organization and offering expenses, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses.

In addition, with respectto any expense support payment attributable to our organizational and offering expenses,we will only reimburse our Adviser for expense support payments made by our Adviser to the extent that the payment of such reimbursement (together with any other reimbursement for organizational and offering expenses paid during such fiscal year) is limited to 15% of cumulative gross sales proceeds including the sales load (or dealer manager fee) paid by us.

Under the Expense Reimbursement Agreement, any unreimbursed expense support payments may be reimbursed by us within a period not to exceed three years from the end of the quarter in which we incurred the expense.

We or our Adviser may terminate the expense reimbursement agreement at any time upon thirty days’ written notice. The expense reimbursement agreement will automatically terminate upon termination57(i) of the Investment Advisory AgreementCompany Act of 1940 and Rule 17d-1 Thereunder Granting Exemptions from Specified Provisions of the Investment Company Act and Certain Rules Thereunder, the 1940 Act Release No. 33837 (Apr. 8, 2020) (the “April 2020 Order”), which provides exemptions from certain requirements of the 1940 Act. Section II of the April 2020 Order (i) affords BDCs greater flexibility in calculating asset coverage ratios for purposes of the 1940 Act asset coverage requirements, (ii) requires a BDC’s board of directors, including a required majority of such board, as defined in Section 57(o) of the 1940 Act, to determine that the issuance or upon our liquidation or dissolution.

sale of covered senior securities is permitted by this April 2020 Order and is in the best interests of the BDC and its stockholders, (iii) requires prior disclosure on Form 8-K of an election to rely on Section

66



II of the April 2020 Order, and (iv) includes certain limitations on new investments, among other requirements detailed in the April 2020 Order. The Expense Reimbursement Agreement is,Company has not taken advantage of the relief provided by its terms, effective retroactivelythe April 2020 Order.

Critical Accounting Policies
For discussion of critical accounting policies and estimates, refer to our inception date of April 29, 2011. As a result, our Adviser has agreed to reimburse a total of $5,292,191 as of September 30, 2017.

41

Table of Contents

Below is a table that provides information regarding expense support payments incurred by our Adviser pursuant to the Expense Support Agreement as well as other information relating to our ability to reimburse our AdviserAnnual Report on Form 10-K for such payments. 

        Operating Expense    
        Ratio as of the Annualized Distribution  
        Date Expense Rate as of the Date Eligible for
  Amount of Expense Amount of Offering Cost Payment Obligation Expense Payment Reimbursement
Quarter Ended Payment Obligation Payment Obligation Incurred( 1) Obligation Incurred( 2) Through
September 30, 2012  $21,826       432.69%   September 30, 2015
December 31, 2012  $26,111       531.09%   December 31, 2015
March 31, 2013  $30,819       N/A   March 31, 2016
June 30, 2013  $59,062       N/A   June 30, 2016
September 30, 2013  $65,161       N/A   September 30, 2016
December 31, 2013  $91,378       455.09%   December 31, 2016
March 31, 2014  $68,293       148.96%   March 31, 2017
June 30, 2014  $70,027   $898,518   23.17%   June 30, 2017
September 30, 2014  $92,143   $71,060   20.39%   September 30, 2017
December 31, 2014  $115,777   $90,860   11.15%   December 31, 2017
March 31, 2015  $134,301   $106,217   13.75%  2.01% March 31, 2018
June 30, 2015  $166,549   $167,113   14.10%  3.20% June 30, 2018
September 30, 2015  $147,747   $240,848   10.45%  3.20% September 30, 2018
December 31, 2015  $136,401   $280,376   7.41%  3.60% December 31, 2018
March 31, 2016  $157,996   $232,895   6.00%  3.52% March 31, 2019
June 30, 2016  $206,933   $285,878   4.95%  3.52% June 30, 2019
September 30, 2016  $201,573   $223,020   4.52%  3.13% September 30, 2019
December 31, 2016  $104,561   $168,876   4.45%  3.11% December 31, 2019
March 31, 2017  $80,847   $252,875   4.21%  3.19% March 31, 2020
June 30, 2017  $0   $176,963   3.98%  3.18% June 30, 2020
September 30, 2017  $0   $119,188   4.19%  3.00% September 30, 2020

(1)“Operating Expense Ratio” includes all expenses borne by us, except for organizational and offering expenses, base management and incentive fees owed to our Adviser,financing fees and costs, interest expense, brokerage commissions and extraordinary expenses.  The Company did not achieve its minimum offering amount until June 25, 2014 and as a result, did not invest the proceeds from the offering and realize any income from investments prior to the end of its fiscal quarter.
(2)“Annualized Distribution Rate” equals the annualized rate of distributions paid to stockholders based on the amount of the regular cash distribution paid immediately prior to the date the expense support payment obligation was incurred by our Adviser. “Annualized Distribution Rate” does not include special cash or stock distributions paid to stockholders. The Company did not achieve its minimum offering amount until June 25, 2014 and as a result, did not have an opportunity to invest the proceeds from the offering and realize any income from investments or pay any distributions to stockholders prior to the end of its fiscal quarter.

Beginning the year ended December 31, 2016, the Adviser began to reimburse less than 100% of Operating Expenses, and for the quarter ended SeptemberJune 30, 2017, the Adviser did not reimburse any Operating Expenses. Of these Offering and Operating Expenses, $1,494,398 has exceeded the three-year period for repayment and will not be repayable by the Company.

The chart below, on a cumulative basis, discloses the components of the Reimbursement due from Sponsor reflected on the chart above:

  September 30,  December 31, 
  2017  2016 
Operating Expenses $1,977,504  $1,896,657 
Offering Costs  3,314,687   2,765,662 
Due to related party offset  (4,619,337)  (4,213,469)
Reimbursements received from Adviser  (342,715)  (342,715)
Other amounts due to affiliates  448   448 
Total Reimbursement due from Adviser $330,587  $106,583 

42

2021.

Table of Contents

Operating Expenses are the amounts reimbursed by the Adviser for our operating costs and Offering Costs are the cumulative amount of organizational and offering expenses reimbursed to us by the Adviser and subject to future reimbursement per the terms of our expense reimbursement agreement.  

Due to related party offset represents the cash the Adviser paid directly for our operating and offering expenses and Reimbursements received from sponsor are the amounts the Adviser paid in cash to us for reimbursement of our operating and offering costs.

Either we or our Adviser may terminate the Expense Support Agreement at any time, except that if our Adviser terminates the agreement, it may not terminate its obligations to provide expense support payments after the commencement of any monthly period. If we terminate the Investment Advisory Agreement, we will be required to repay our Adviser all expense support payments made by our Adviser within three years of the date of termination.

CriticalRecent Accounting PoliciesPronouncements                                                


This

For discussion of our expected operating plans is based upon our expected financial statements, which will be prepared in accordance withrecent accounting principles generally accepted inpronouncements, refer to Note 2 within the United States, or GAAP. The preparation of these financial statements will require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In additionaccompanying notes to the discussion below, we will describe our critical accounting policies in the notes to our futureconsolidated financial statements.

Valuation of Investments

Our board of directors has established procedures for the valuation of our investment portfolio. These procedures are detailed below.

Investments for which market quotations are readily available will be valued at such market quotations. For most of our investments, market quotations will not be available. With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our board of directors has approved a multi-step valuation process each quarter, as described below:

1.Each portfolio company or investment will be valued by our Adviser, potentially with assistance from one or more independent valuation firms engaged by our board of directors;

2.the independent valuation firm, if involved, will conduct independent appraisals and make an independent assessment of the value of each investment;

3.the audit committee of our board of directors will review and discuss the preliminary valuation prepared by our Adviser and that of the independent valuation firm, if any; and

4.the board of directors will discuss the valuations and determine the fair value of each investment in our portfolio in good faith based on the input of our Adviser, the independent valuation firm, if any, and the audit committee.

Investments will be valued utilizing a cost approach, a market approach, an income approach, or a combination of approaches, as appropriate. The cost approach is most likely only to be used early in the life of an investment or if we determine that there has been no material change in the investment since purchase. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount, calculated using an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the Company’s ability to make payments, its earnings and discounted cash flows, the markets in which the Company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, the principal market and enterprise values, among other factors.

43

Table of Contents

We have adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (formerly Statement of Financial Accounting Standards No. 157, Fair Value Measurements), which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.

ASC Topic 820 provides a consistent definition of fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. It defines fair value as the price an entity would receive when an asset is sold or when a liability is transferred in an orderly transaction between market participants at the measurement date. In addition, ASC Topic 820 provides a framework for measuring fair value and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels of valuation hierarchy established by ASC Topic 820 are defined as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by the company at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.

In accordance with ASC Topic 820, the fair value of our investments is defined as the price that we would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market in which that investment is transacted.

Revenue Recognition

We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt securities with contractual PIK interest, which represents contractual interest accrued and added to the principal balance, we generally will not accrue PIK interest for accounting purposes if the portfolio company valuation indicates that such PIK interest is not collectible. We do not accrue as a receivable interest on loans and debt securities for accounting purposes if we have reason to doubt our ability to collect such interest. Original issue discounts, market discounts or premiums are accreted or amortized using the effective interest method as interest income. We record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, is recognized on an accrual basis to the extent that we expect to collect such amount.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

We will measure net realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

44

Table of Contents

Payment-in-Kind Interest

We may have investments in our portfolio that contain a PIK interest provision. Any PIK interest will be added to the principal balance of such investments and is recorded as income, if the portfolio company valuation indicates that such PIK interest is collectible. In order to maintain our status as a RIC, substantially all of this income must be paid out to stockholders in the form of distributions, even if we have not collected any cash.

Organization and Offering Expenses

We have incurred certain expenses in connection with the registration of shares of our common stock for sale as discussed in Note 1 of our financial statements– Description of Business and Summary of Significant Accounting Policies. These costs principally relate to professional fees, fees paid to the SEC and fees paid to the Financial Industry Regulatory Authority. These costs were included in deferred offering costs in the accompanying balance sheets. Simultaneous with the sale of common shares, the deferred offering costs will be reclassified to stockholders’ equity upon the issuance of shares.

Federal Income Taxes

We elected to be treated, beginning with our fiscal year ending December 31, 2012, and intend to qualify annually thereafter, as a RIC under Subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level federal income taxes on any ordinary income or capital gains that we distribute to our stockholders from our tax earnings and profits. To maintain our RIC tax treatment, we must, among other things, meet specified source-of-income and asset diversification requirements and distribute annually at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any.

Item 3: Quantitative and Qualitative Disclosures About Market Risk.

Item 3: Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including changes in interest rates and equity price risk. Uncertainty with respect to the economic effects of the COVID-19 outbreak has introduced significant volatility in the financial markets, and the effects of this volatility could materially impact our market risks, including those listed below. For additional information concerning the COVID-19 pandemic and its potential impact on our business and our operating results, see Part I, Item 1A. Risk Factors, “Risks Relating to Economic Conditions – Disruptions or instability in capital markets, including as a result of the COVID-19 pandemic, could negatively impact our ability to raise capital and could have a material adverse effect on our business, financial condition and results of operations” and “– Events outside of our control, including public health crises, may have a negative impact on our portfolio companies and our business and operations” in our Annual Report on Form 10-K for the year ended June 30, 2021.

Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates impacting some of the loans in our portfolio which have floating interest rates. Additionally, because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. See Part II, Item 1A. Risk Factors, “Risks Relating to Our Business - Rising interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on our business, financial condition and results of operations”.

Our debt investments may be based on floating rates or fixed rates. For our floating rate loans the rates are determined from the LIBOR, EURO Interbank Offer Rate, the Federal Funds Rate or the Prime Rate. The floating interest rate loans may be subject to a LIBOR floor. Our loans typically have durations of one, two, three, six or twelve months after which they reset to current market interest rates. As of September 30, 2017, 95.6%December 31, 2021, 97% (based on fair value) of our investments paid variable interest rates noneand 3% paid fixed rates (considering interest rate flows for floating rate instruments, excluding our investments in equity and 4.4% were non-income producing equity.structured subordinated notes). A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to certain variable rate investments we hold and to declines in the value of any fixed rate investments we may hold in the future.


We also have a revolving credit facility that is based on floating LIBOR rates. Interest on borrowings under the revolving credit
facility is three-month LIBOR plus 220 basis points with no minimum LIBOR floor and an outstanding balance of $21,000,000 as of December 31, 2021.

On March 5, 2021, the FCA announced that (i) 24 LIBOR settings would cease to exist immediately after December 31, 2021 (all seven euro LIBOR settings; all seven Swiss franc LIBOR settings; the Spot Next, 1-week, 2-month, and 12-month Japanese yen LIBOR settings; the overnight, 1-week, 2-month, and 12-month sterling LIBOR settings; and the 1-week and 2-month US dollar LIBOR settings); (ii) the overnight and 12-month US LIBOR settings would cease to exist after June 30, 2023; and (iii) the FCA would consult on whether the remaining nine LIBOR settings should continue to be published on a synthetic basis for a certain period using the FCA’s proposed new powers that the UK government is legislating to grant to them.
The following table shows the effect over a twelve-month periodestimated annual impact of changes in interest rates (considering interest rate flows for floating rate instruments, excluding our investments in equity and structured subordinated notes) on our interest income, interest expense and net interest income, assuming no changes in our investment portfolio and borrowing arrangements in effect as of September 30, 2017:

LIBOR Basis Point ChangePercentage
Change in Net
Interest Income
Down 25 basis points-3.23%
Current LIBOR0.00%
Up 100 basis points17.27%
Up 200 basis points30.21%
Up 300 basis points43.15%

45

December 31, 2021:



LIBOR Basis Point ChangeInterest IncomeInterest ExpenseNet Investment Income
Up 300 basis points$788,873 $630,000 $158,873 
Up 200 basis points$482,074 $420,000 $62,074 
Up 100 basis points$175,275 $210,000 $(34,725)
Down 100 basis points$(11,360)$(43,917)$32,557 

Because we may borrow money to make investments, our net investment income may be dependent on the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of increasing interest rates, our cost of funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.


We may also face risk due to the lack of liquidity in the marketplace which could prevent us from raising sufficient funds to adequately invest in a broad pool of assets. We are subject to other financial market risks, including changes in interest rates. However, at this time, with no portfolio investments, this risk is immaterial.


In addition, we may have risk regarding portfolio valuation. See “Part I - Item 2. Management’s DiscussionFor discussion of critical accounting policies, estimates and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Valuation of Portfolio Investments.”

risks regarding our portfolio valuation, refer to our Annual Report on Form 10-K for the year ended June 30, 2021

Item 4: Controls and Procedures.

Item 4: Controls and Procedures.
Evaluation of Disclosure Controls

In accordance with Rules 13a-15(b) and 15d-15(b)Procedures                                                        


As of December 31, 2021, we evaluated the effectiveness of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervisiondesign and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectivenessoperation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this Quarterly Report on Form 10-Q and determined thatappropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures. We are effective.

continually monitoring and assessing the COVID-19 situation to determine any potential impact on the design and operating effectiveness of our internal controls over financial reporting.

Change in Internal Control Over Financial Reporting

No change occurred

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the three monthsquarter ended September 30, 2017December 31, 2021, that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

Part II—Other Information

PART II

Item 1: Legal Proceedings.

Item 1. Legal Proceedings

From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. These matters may relate to intellectual property, employment, tax, regulation, contract or other matters. The Company is not currentlyresolution of such matters as may arise will be subject to various uncertainties and, even if such claims are without merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any material legal proceedings nor, to our knowledge, are any legal proceedings threatened against us or our subsidiaries.

as of December 31, 2021.

Item 1A: Risk Factors.

There have been no material changes from

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed below, if any, and the risk factors set forthin Part I, “Item 1A. Risk Factors” in our annual reportAnnual Report on Form 10-K for the fiscal year ended June 30, 2021 which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known
68



to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Our consideration of ESG factors in selecting investments may affect portfolio exposure to certain companies or industries, and may adversely impact performance.

Our consideration of environmental, social, and governance (“ESG”) factors in selecting investments may cause us to make different investments than portfolios that do not incorporate such considerations in their investment strategy or processes. Our incorporation of ESG focused investment insights may affect exposure to certain companies or industries, and may adversely impact our portfolio performance depending on whether such companies or industries are in or out of favor in the market. ESG factors assessed as part of the credit research process may vary, and not every ESG factor may be identified or evaluated for every investment. Information used to evaluate such factors may not be readily available, complete or accurate, and may vary across providers and issuers as ESG is not a uniformly defined characteristic. A company’s business practices, products or services may change over time. It is possible that companies identified through the Adviser’s consideration of ESG factors will not operate as expected and will not exhibit positive ESG characteristics to the extent the Adviser might have anticipated. Further, investors may differ in their views of what constitutes positive or negative ESG characteristics of a company. As a result, the Company may invest in companies that do not reflect the beliefs of any particular investor.

Inflation can adversely impact our cost of capital and the value of our portfolio investments.

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. Recently, there have been market indicators of a rise in inflation and the Federal Reserve has indicated an intention to raise certain benchmark interest rates in an effort to combat inflation. As inflation increases, the real value of our common stock and distributions therefore may decline. In addition, during any periods of rising inflation, the interest rates of debt securities we issue would likely increase, which would tend to further reduce returns to common stockholder; likewise, as interest rates increase, the value of our debt investments would decrease, though this effect can be less pronounced for floating rate instruments. This could also lead to decreased asset coverage for our outstanding debt and preferred stock. Inflation rates may change frequently and significantly as a result of various factors, including unexpected shifts in the domestic or global economy and changes in economic policies, and our investments may not keep pace with inflation, which may result in losses to our stockholders. This risk is greater for fixed-income instruments with longer maturities.

Changes relating to the LIBOR calculation process, and the discontinuation of LIBOR, may adversely affect the value of the LIBOR-indexed, floating-rate debt securities in our portfolio or issued by us.

In July 2017, the head of the United Kingdom Financial Conduct Authority announced the desire to phase out the use of LIBOR by the end of 2021. LIBOR can no longer be used to calculate new deals as of December 31, 2016.

2021. Since December 31, 2021, all sterling, euro, Swiss franc and Japanese yen LIBOR settings and the 1-week and 2-month U.S. dollar LIBOR settings have ceased to be published or are no longer be representative, and after June 30, 2023, the overnight, 1-month, 3-month, 6-month and 12-month U.S. dollar LIBOR settings will cease to be published or will no longer be representative. Various financial industry groups have begun planning for the transition away from LIBOR, but there are challenges to converting certain securities and transactions to a new reference rate (e.g., the Secured Overnight Financing Rate, which is intended to replace the U.S. dollar LIBOR). Neither the effect of the LIBOR transition process nor its ultimate success can yet be known.

At this time, no consensus exists as to what rate or rates will become accepted alternatives to LIBOR, although the U.S. Federal Reserve, in connection with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with the Secured Overnight Financing Rate (“SOFR”). Given the inherent differences between LIBOR and SOFR, or any other alternative benchmark rate that may be established, there are many uncertainties regarding a transition from LIBOR, including but not limited to the need to amend all contracts with LIBOR as the referenced rate and how this will impact the cost of variable rate debt and certain derivative financial instruments. In addition, SOFR or other replacement rates may fail to gain market acceptance. Any failure of SOFR or alternative reference rates to gain market acceptance could adversely affect the return on, value of and market for securities linked to such rates. The elimination of LIBORany other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market value of and/or transferability of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations.

Neither the effect of the LIBOR transition process nor its ultimate success can yet be known. The transition process might lead to increased volatility and illiquidity in markets for, and reduce the effectiveness of, new hedges placed against, instruments whose terms currently include LIBOR. While some existing LIBOR-based instruments may contemplate a scenario where
69



LIBOR is no longer available by providing for an alternative rate-setting methodology, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies to replicate LIBOR. Not all existing LIBOR-based instruments may have alternative rate-setting provisions and there remains uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing instruments. Moreover, these alternative rate-setting provisions may not be designed for regular use in an environment where LIBOR ceases to be published, and may be an ineffective fallback following the discontinuation of LIBOR.

Recently, the CLOs we are invested in have included, or have been amended to include, language permitting the CLO investment manager to implement a market replacement rate (like SOFR) upon the occurrence of certain material disruption events. However, we cannot ensure that all CLOs in which we are invested will have such provisions, nor can we ensure the CLO investment managers will undertake the suggested amendments when able. We believe that because CLO managers and other CLO market participants have been preparing for an eventual transition away from LIBOR, we do not anticipate such a transition to have a material impact on the liquidity or value of any of our LIBOR-referenced CLO investments. However, because the future of LIBOR at this time is uncertain and the specific effects of a transition away from LIBOR cannot be determined with certainty as of the date of this filing, a transition away from LIBOR could:

adversely impact the pricing, liquidity, value of, return on and trading for a broad array of financial products, including any LIBOR-linked CLO investments;
require extensive changes to documentation that governs or references LIBOR or LIBOR-based products, including, for example, pursuant to time-consuming; renegotiations of existing documentation to modify the terms of outstanding investments;
result in inquiries or other actions from regulators in respect of our preparation and readiness for the replacement of LIBOR with one or more alternative reference rates;
result in disputes, litigation or other actions with CLO investment managers, regarding the interpretation and enforceability of provisions in our LIBOR-based CLO investments, such as fallback language or other related provisions, including, in the case of fallbacks to the alternative reference rates, any economic, legal, operational or other impact resulting from the fundamental differences between LIBOR and the various alternative reference rates;
require the transition and/or development of appropriate systems and analytics to effectively transition our risk management processes from LIBOR-based products to those based on one or more alternative reference rates, which may prove challenging given the limited history of the proposed alternative reference rates; and
cause us to incur additional costs in relation to any of the above factors.

In addition, the effect of a phase out of LIBOR on U.S. senior secured loans, the underlying assets of the CLOs in which we invest, is currently unclear. To the extent that any replacement rate utilized for senior secured loans differs from that utilized for a CLO that holds those loans, the CLO would experience an interest rate mismatch between its assets and liabilities which could have an adverse impact on our net investment income and portfolio returns.

Many underlying corporate borrowers can elect to pay interest based on 1-month LIBOR, 3-month LIBOR and/or other rates in respect of the loans held by CLOs in which we are invested, in each case plus an applicable spread, whereas CLOs generally pay interest to holders of the CLO’s debt tranches based on 3-month LIBOR plus a spread. This mismatch in the rate at which CLOs earn interest and the rate at which they pay interest on their debt tranches negatively impacts the cash flows on a CLO’s equity tranche, which may in turn adversely affect our cash flows and results of operations. Unless spreads are adjusted to account for such increases, these negative impacts may worsen.

The senior secured loans underlying the CLOs in which we invest typically have floating interest rates. A rising interest rate environment may increase loan defaults, resulting in losses for the CLOs in which we invest. In addition, increasing interest rates may lead to higher prepayment rates, as corporate borrowers look to avoid escalating interest payments or refinance floating rate loans. Further, a general rise in interest rates will increase the financing costs of the CLOs. However, since many of the senior secured loans within CLOs have LIBOR floors, if LIBOR is below the average LIBOR floor, there may not be corresponding increases in investment income resulting in smaller distributions to equity investors in these CLOs.

The actual effects of the establishment of alternative reference rates or any other reforms to LIBOR or other reference rates (including whether LIBOR will continue to be an acceptable market benchmark) cannot be predicted at this time, and the transition away from LIBOR and other current reference rates to alternative reference rates is complex and could have a material adverse effect on our business, financial condition and results of operations. Factors such as the pace of the transition to replacement or reformed rates, the specific terms and parameters for and market acceptance of any alternative reference rate, prices of and the liquidity of trading markets for products based on alternative reference rates, and our ability to transition and
70



develop appropriate systems and analytics for one or more alternative reference rates could also have a material adverse effect on our business, financial condition and results of operations.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In order to satisfy the reinvestment portion of our dividends for the six months ended December 31, 2021, we issued the following shares of common stock to stockholders of record on the dates noted below as part of our distribution reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act of 1933, as amended.

Date of IssuanceRecord DateNumber of SharesPurchase Price per Share
August 6, 2021July 2, 9, 16, 23, and 30, 20219,247$8.33 
September 3, 2021August 6, 13, 20, and 27, 20217,320$8.33 
October 1, 2021September 3, 10, 17, and 24, 20216,332$8.33 
November 5, 2021October 1, 8, 15, 22, and 29, 20217,956$8.24 
December 3, 2021November 5, 12, 19, and 26, 20216,339$8.24 
January 7, 2022December 3, 10, 17, 24 and 31, 20217,861$8.24 

On September 17, 2021, under our share repurchase program, we made a tender offer to purchase up to the number of shares of our issued and outstanding Class A common stock we could repurchase with the proceeds we receive from the issuance of shares under our distribution reinvestment plan prior to the expiration of this tender offer. The total proceeds under the distribution reinvestment plan prior to this tender offer was $200,121. The tender offer was for cash at a price equal to the net asset value per share as of October 22, 2021. The offer expired at 4:00 P.M., Eastern Time, on October 20, 2021 and a total of 218,954 shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, the Company purchased 24,287 shares validly tendered and not withdrawn at a price equal to $8.24 per share for an aggregate purchase price of approximately $200,121.

On December 17, 2021, under our share repurchase program, we made a tender offer to purchase up to the number of shares of our issued and outstanding Class A common stock we could repurchase with the proceeds we receive from the issuance of shares under our distribution reinvestment plan prior to the expiration of this tender offer. The total proceeds under the distribution reinvestment plan prior to this tender offer was $190,747. The tender offer was for cash at a price equal to the net asset value per share as of January 24, 2022. The offer expired at 4:00 P.M., Eastern Time, on January 20, 2022 and a total of 201,626 shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, the Company purchased 23,462 shares validly tendered and not withdrawn at a price equal to $8.13 per share for an aggregate purchase price of approximately $190,747.

Item 3: Defaults Upon Senior Securities.

None.

Item 3. Default Upon Senior Securities

Not applicable.

Item 4: Mine Safety Disclosures.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5: Other Information.

None.

46

Item 5. Other Information


Table



The following exhibits are filed as part of Contents

this report or hereby incorporated into this report by reference to exhibits previously filed with the SEC (according to the number assigned to them in Item 6: Exhibits.

EXHIBIT INDEX

Number

Description
31.1Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

47

601 of Regulation S-K):


Exhibit No.Description

71



________________________
*    Filed herewith.

(1)Incorporated by reference to Exhibit 2(a) to the Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-2 (SEC File No. 333-174873) filed with the SEC on November 1, 2013.
(2)Incorporated by reference to Exhibit 2(a)(1) to the Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (SEC File No. 333-206730) filed with the SEC on March 3, 2016.
(3)Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 23, 2019.
(4)Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 1, 2019.
(5)Incorporated by reference to Exhibit 2(a)(4) to the Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (SEC File No. 333-230251) filed with the SEC on August 8, 2020.
(6)Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on January 11, 2022.
(7)Incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed with the SEC on January 11, 2022.
72



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 14, 2017Triton Pacific Investment Corporation, Inc.
By/s/ Craig J. Faggen

Craig J. Faggen

Chief Executive Officer

(Principal Executive Officer) 

Dated: November 14, 2017By/s/ Michael L. Carroll

Michael L. Carroll

Chief Financial Officer

(Principal Accounting and Financial Officer)

authorized on February 8, 2022.

PROSPECT FLEXIBLE INCOME FUND, INC.

    By: /s/ M. Grier Eliasek
    M. Grier Eliasek
    Chief Executive Officer
    (Principal Executive Officer)

    By: /s/ Kristin Van Dask
    Kristin Van Dask
    Chief Financial Officer
    (Principal Accounting and Financial Officer)



73