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Exhibit 2.k.8

[GEORGESON LOGO]


Georgeson Inc.
199 Water Street, 26th Floor
New York, NY 10038
T 212 440 9800
F 212 440 9009
www.georgeson.com

March 27, 2008

Gladstone Investment Corporation
1521 Westbranch Drive
Suite 200
McLean, VA 22102

Gentlemen:

This Letter of Agreement, including the Appendix attached hereto (collectively, this "Agreement"), sets forth the terms and conditions of the engagement of Georgeson Inc. ("Georgeson") by Gladstone Investment Corporation (the "Company") to act as Information Agent in connection with its Rights Offer (the "Offer"). The term of the Agreement shall be the term of the Offer, including any extensions thereof.


Gladstone Investment Corporation
March 27, 2008
Page 2


Gladstone Investment Corporation
March 27, 2008
Page 3


Gladstone Investment Corporation
March 27, 2008
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Sincerely,

 

 

 

 

GEORGESON INC.

 

 

 

 

By:

 

/s/  
FOSTER J. BARTKO      
Foster J. Bartko
        Title:   Managing Director

Agreed to and accepted as of
the date first set forth above:

 

 

 

 

GLADSTONE INVESTMENT CORPORATION

 

 

 

 

By:

 

/s/  
MARK PERRIGO      

 

 

 

 
Title:   Chief Financial Officer
       


APPENDIX I


FEES & SERVICES SCHEDULE

BASE SERVICES   $ 10,000
   
• Advance review of Offer documents      
• Strategic advice relating to the Offer      
• Assistance in preparation of advertisements and news releases      
• Dissemination of Offer documents to bank and broker community      
• Communication with bank and broker community during Offer period      

ADDITIONAL SERVICES

 

 

 
• Direct telephone communication with retail (i.e., registered and NOBO shareholders)     TBD
   
  • $5.00 per completed call (incoming and outgoing)      

NOTE: The foregoing fees are exclusive of reimbursable expenses and custodial charges as described in paragraphs (c) and (d) of this Agreement. In addition, the Company will be charged a fee of $1,000 if the Offer is extended for any reason.


FEE PAYMENT INSTRUCTIONS

        The Company shall pay Georgeson as follows:

Georgeson will send the Company an invoice for each of the foregoing payments.




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FEES & SERVICES SCHEDULE
FEE PAYMENT INSTRUCTIONS