EXHIBIT 14.1
 TRIANGLE CAPITAL CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
 I.      Introduction
   
    
    help you recognize ethical issues and take the appropriate steps to
resolve these issues;
    
    deter ethical violations;
    
    assist you in reporting any unethical or illegal conduct; and
    
    reaffirm and promote our commitment to a corporate culture that values honesty and
accountability.
     Please note that you will be asked to certify compliance with this Code on an annual basis. Thus,
you should not hesitate to ask questions, voice concerns or clarify gray areas about whether any
conduct may violate this Code. In addition, you are responsible for reporting




---



##### 



suspected or actual violation of this Code by others. You should be cognizant of possible
violations of this Code by others, and must report suspected violations, without fear of any form
of retaliation, as further described in Part V, Section 16 of this Code.
 II.      Implementing Guidance and Procedures
  Ethics Quick Test1.
    
    Is it legal?2.
    
    Would doing it make me feel bad or ashamed in any way?3.
    
    Is it consistent with our Core Values?4.
    
    Would I want my family or friends to read about it in the newspaper?5.
    
    Would failing to act make the situation worse or allow a wrong to continue?6.
    
    Does it follow the Golden Rule set out below?




---



##### 



III.      Core Values:
  A.
    
    Golden Rule and Respect
 a.
    
    Following the Golden Rule means we will strive to always do the right thing ...
the thing we would want others to do to us.b.
    
    Treating others the way we would like to be treated is our foundational value
and the golden rule is a good summary of our other core values.c.
    
    Respect means we respect the rights, opinions and beliefs of others so long as
they are consistent with our other core values.
 Amplifying and implementing guidance:
 
    
    Be a good listener, encourage diverse opinions and be willing to accept them.
    
    Recognize the achievement of others.




---



##### 




    
    Dont prejudge another persons qualities or intentions.
    
    Respect confidences.
    
    Recognize each individuals human dignity and value.
 B.
    
    Honesty and Openness
 a.
    
    Honesty means we refuse to lie, cheat, steal or deceive in any way.b.
    
    We will never deliberately mislead, or misrepresent the truth.c.
    
    We will always strive to do the legal and fair thing, fulfilling both the
letter and intent of our commitments and the law.d.
    
    Openness means we will be free, forthright and sincere in our discussions, as
candid as possible, and will openly share appropriate information in each relationship.
 Amplifying and implementing guidance:
 
    
    Be forthright and never use information as a source of power.
    
    Strive for clarity.
    
    Focus on issues, not personalities.
    
    Carry no hidden agendas.
    
    Be willing to admit your own mistakes and be tolerant of others mistakes.
 C.
    
    Integrity
 a.
    
    Integrity means we will refuse to be corrupted or unfaithful to our values.b.
    
    We will do what we say we will do, and we will conduct ourselves in accordance
with our values and our code of ethics.c.
    
    We will always try to do the right thing.d.
    
    We will operate within both the letter and the spirit of the law.
 Amplifying and implementing guidance:
 
    
    Act and speak ethically.
    
    What you do when no one is looking should agree with your professed ethics.




---



##### 



D.
    
    Teamwork and Innovation
 a.
    
    Teamwork means working together to achieve our goals and values as a group and
not working at cross purposes.b.
    
    Innovation means encouraging each other to seek new ways of doing our business
to improve our quality and efficiency.
 Amplifying and implementing guidance:
 
    
    Acknowledge all co-workers as valuable team members.
    
    Show confidence in the character and truthfulness of others.
    
    Practice solidarity by respecting and supporting team decisions.
    
    Encourage initiative and participation.
    
    Be accountable to the team.
    
    Lead by example.
    
    Recognize that taking and accepting reasonable risks is necessary business
conduct.
 E.
    
    Responsibility
 a.
    
    Responsibility means we are morally and legally accountable for our actions.b.
    
    We are determined to do the right thing, and to be good stewards of the things
that have been entrusted into our care.
 Amplifying and implementing guidance:
 
    
    Accept responsibility for your own mistakes, and give credit to others for their
accomplishments.
    
    Keep commitments.
 F.
    
    Loyalty and Hard Work
 a.
    
    We will be loyal to our Company and protect its assets and confidential
information.b.
    
    We will be faithful in carrying out our duties.c.
    
    We will always work hard and do our best.




---



##### 



Amplifying and implementing guidance:
 
    
    Demand excellence from yourself, and seek and encourage it from others.
    
    Demonstrate a sense of urgency in all that you do.
    
    Our success is directly related to our loyalty to each other and to our Company.
 IV.      Our Valued Relationships
   
    
    Customers and clients are the reason we are in business. We seek to help our customers
and clients to achieve their goals. We know that if we help them reach their goals, they
will help us reach our goals too.
    
    Employees are the heart of our Company. We are no greater than our employees. Each
employee is an integral part of our team. We seek to have the best employees and the best
organization to support the growth of each employee.
    
    Shareholders have entrusted us with their assets. We seek to increase the value of those
assets. As trustees we will do our best to protect and grow the assets that have been
entrusted to us.
    
    Suppliers provide us with the things we need to achieve our goals. They have the goods
and services we need to grow our business. We will treat each supplier as a valued partner
in the growth of our business.
    
    Corporate governance is part of our operations. We seek to fulfill the regulatory
aspects of our business operations in a timely and accurate manner.
 V.      Standards of Ethics and Business Conduct




---



##### 



1.
    
    Honest and Ethical Conduct
  2.
    
    Legal Compliance
  3.
    
    Insider Trading
  Appendix A




---



##### 



Schedule A Appendix A
  4.
    
    International Business Laws
  5.
    
    Environmental Compliance
  6.
    
    Conflicts of Interest




---



##### 




    
    whether it may interfere with the employees job performance, responsibilities or
morale;
    
    whether the employee has access to confidential information;
    
    whether it may interfere with the job performance, responsibilities or morale of others
within the organization;
    
    any potential adverse or beneficial impact on our business;
    
    any potential adverse or beneficial impact on our relationships with our customers or
suppliers or other service providers;
    
    whether it would enhance or support a competitors position;
    
    the extent to which it would result in financial or other benefit (direct or indirect)
to the employee;
    
    the extent to which it would result in financial or other benefit (direct or indirect)
to one of our customers, suppliers or other service providers; and
    
    the extent to which it would appear improper to an outside observer.
  
    
    Employment by (including consulting for) or service on the board of a competitor,
customer or supplier or other service provider (other than as part of your duties as an
employee of the Company).Activity that enhances or supports the position of a competitor
to the detriment of one or more of our companies is prohibited, including individual
employment by or service on the board of a competitor. Employment by or service on the
board of a customer or supplier or other service provider is generally discouraged and you
must seek authorization in advance if you plan to take such a position.
    
    Owning, directly or indirectly, a significant financial interest in any entity that does
business, seeks to do business or competes with us.In addition to the factors described
above, persons evaluating ownership in other entities for conflicts of interest will
consider the size and nature of the investment; the nature of the relationship between the
other entity and any one of our companies; the employees access to confidential
information and the employees ability to influence one of our companies decisions. If




---



##### 



you would like to acquire a financial interest of any kind, you must seek written approval
in advance from the CCO.
    
    Soliciting or accepting gifts, favors, loans or preferential treatment from any person
or entity that does business or seeks to do business with us.See Section 11 for further
discussion of the issues involved in this type of conflict.
    
    Soliciting contributions to any charity or for any political candidate from any person
or entity that does business or seeks to do business with us.
    
    Taking personal advantage of corporate opportunities.See Section 7 for further
discussion of the issues involved in this type of conflict.
    
    Working at a second job without permission.
    
    Conducting business transactions between any one of our companies and your family member
or a business in which you or a family member has a significant financial interest.
Material related-party transactions must be approved by the Audit Committee and, if that
activity involves any executive officer or director, that activity will be required to be
publicly disclosed as required by applicable laws and regulations.
  7.
    
    Corporate Opportunities
  8.
    
    Equal Opportunity and Harassment




---



##### 



9.
    
    Maintenance of Corporate Books, Records, Documents and Accounts; Financial Integrity; Public
Reporting
  
    
    no entry be made in our books and records that intentionally hides or disguises the
nature of any transaction or of any of our liabilities or misclassifies any transactions as
to accounts or accounting periods;
    
    transactions be supported by appropriate documentation;
    
    the terms of sales and other commercial transactions be reflected accurately in the
documentation for those transactions and all such documentation be reflected accurately in
our books and records;
    
    employees comply with our system of internal controls; and
    
    no cash or other assets be maintained for any purpose in any unrecorded or
off-the-books fund.
  
    
    no employee may take or authorize any action that would intentionally cause our
financial records or financial disclosure to fail to comply with generally accepted
accounting principles, the rules and regulations of the SEC or other applicable laws, rules
and regulations;




---



##### 




    
    all employees must cooperate fully with our Accounting Department and, when one is
established, Internal Auditing Departments, as well as our independent public accountants
and counsel, respond to their questions with candor and provide them with complete and
accurate information to help ensure that our books and records, as well as our reports
filed with the SEC, are accurate and complete; and
    
    no employee should knowingly make (or cause or encourage any other person to make) any
false or misleading statement in any of our reports filed with the SEC or knowingly omit
(or cause or encourage any other person to omit) any information necessary to make the
disclosure in any of our reports accurate in all material respects.
  10.
    
    Fair Dealing
    11.
    
    Gifts and Entertainment




---



##### 



12.
    
    Protection and Proper Use of Company Assets
   
    
    access the internal computer system (also known as hacking) or other resource of
another entity without express written authorization from the entity responsible for
operating that resource; or
    
    commit any unlawful or illegal act, including harassment, libel, fraud, sending of
unsolicited bulk email (also known as spam) in violation of applicable law, trafficking
in contraband of any kind or espionage.
    
    If you receive authorization to access another entitys internal computer system or
other resource, you must make a permanent record of that authorization so that it may be
retrieved for future reference, and you may not exceed the scope of that authorization.




---



##### 



13.
    
    Confidentiality




---



##### 



14.
    
    Media and Public Discussions
  15.
    
    Waivers
  16.
    
    Compliance Standards and Procedures
 Compliance Resources; Compliance Officers
  
    
    investigating possible violations of this Code;
    
    training new employees in Code policies;
    
    conducting annual training sessions to refresh employees familiarity with this Code;
    
    distributing certifications regarding this Code annually by hard copy or by email to
each employee as a reminder that each employee is responsible for reading, understanding
and complying with this Code;
    
    updating this Code as needed and alerting employees to any updates, with appropriate
approval of the Audit Committee, to reflect changes in the law, our companies operations
and in recognized best practices, and to reflect our companies experience; and




---



##### 




    
    otherwise promoting an atmosphere of responsible and ethical conduct.
   17.
    
    Amendments and Modifications
   Appendix A  Insider Trading Policy For Triangle Capital Corporation and its subsidiaries
   (a) General Prohibitions




---



##### 



(b) General Principles.
  (c) Definitions.
  Access Person
 Beneficial Interest




---



##### 



Clearing Officers
 Control
 Covered Security
 Covered Person
 Immediate Family
 Limited Offering
 Loan Officer
 Non-Access Person
 Prohibited Transaction
 1.
    
    a transaction in which such Covered Person knows or should know at the time of entering
into the transaction that: (i) the Company has engaged in a transaction in the same
Security within the last 180 days, or is engaging in a transaction or is going to engage in
a transaction in the same Security in the next 180 days;2.
    
    a transaction that involves the direct or indirect acquisition of Securities in an
initial public offering or Limited Offering of any issuer; or




---



##### 



3.
    
    a transaction in any Security issued by the Company during a closed trading window.
Trading windows are generally closed on the last day of each fiscal quarter, and generally
re-open three trading days following the filing of the Companys quarterly report on Form
10-Q, or annual report on Form 10-K, as applicable, with the SEC.
 Security held or to be acquired
 being considered for purchase or sale
 Security
 (d) Pre-Clearance of Certain Personal Transactions.
 Requirement for Pre-Clearance
 Pre-Clearance Procedures
 1.
    
    From Whom Obtained. Pre-Clearance must be obtained from the CCO plus another officer,
or from any two officers of the Company who are not either parties to the transaction or a
relative of a party to the transaction. For purposes of this Policy, these officers are
sometimes referred to as Clearing Officers.2.
    
    Form. Clearance must be obtained in writing by completing and signing the Request for
Permission to Engage in Personal Transaction form attached hereto as Schedule A,
which form shall set forth the details of the proposed transaction, and obtaining the
signatures of any two of the Clearing Officers. Schedule A may be amended from time
to time by the CCO, with the permission of the Chairman of the Audit Committee. In the
event of such amendment, the CCO shall promptly provide any forms so amended to all Covered
Persons.3.
    
    Filing. A copy of all completed clearance forms, with all required signatures, shall be
retained by the CCO.




---



##### 



Factors to be Considered in Clearance of Personal Transactions
 Exemptions From Pre-Clearance Requirements
  1.
    
    Not Controlled Securities. Purchases, sales or other acquisitions or dispositions of
Securities for an account over which the Access Person has no direct influence or Control
and does not exercise indirect influence or Control;2.
    
    Involuntary Transactions. Involuntary purchases or sales made by a Covered Person or an
Access Person;3.
    
    DRPs. Purchases which are part of an automatic dividend reinvestment plan; and4.
    
    Rights Offerings. Purchases or other acquisitions or dispositions resulting from the
exercise of rights acquired from an issuer as part of a pro rata distribution to all
holders of a class of Securities of such issuer and the sale of such rights.
 (e) Reporting Requirements.
 Access Persons.
 Holdings Reports
 a.
    
    Initial Holdings Report. Within ten (10) days of becoming an Access Person, each Access
Person shall make a written report to the CCO of all Securities in which such Access Person
holds a direct or indirect Beneficial Interest. Access Persons need not report any such
Securities that are exempt under subsection (i)(1)(d) of this Section (e). The initial
holdings report shall be made on the form provided for such purpose by the CCO. In lieu of
reporting individual Securities on such form, each Access Person may submit to the CCO
duplicate brokerage statements that contain all such information. Each initial holdings
report, including any duplicate brokerage statements submitted, must be current as of a
date no more than forty-five (45) days prior to the date that the reporting person became
an Access Person.




---



##### 



b.
    
    Annual Holdings Reports. No later than February 13th of each year, each Access Person
shall make a written report to the CCO of all Securities in which such Access Person holds
a direct or indirect Beneficial Interest. Access Persons need not report any such
Securities that are exempt under subsection (i)(1)(d) of this Section (e). The annual
holdings report shall be made on the form provided for such purpose by the CCO. In lieu of
reporting individual Securities on such form, each Access Person may submit to the CCO
duplicate brokerage statements that contain all such information with respect to the
relevant time period. Each annual holdings report, including any duplicate brokerage
statements submitted, must be current as of a date no later than December 31st of the prior
year.c.
    
    Contents of Holdings Reports. Holdings reports (or duplicate brokerage statements, if
applicable) must contain, at a minimum, the following information with respect to each
Security: (i) the title and type of each Security for which an Access Person holds a direct
or indirect Beneficial Interest; (ii) for publicly traded Securities, the ticker symbol or
CUSIP number for each such Security; (iii) the principal amount of each Security; (iv) the
name of any broker, dealer or bank with whom you, or any members of your Immediate Family,
maintain an account in which any Securities are held for your direct or indirect benefit;
and (v) the date of submission of the report.d.
    
    Exemptions from Holdings Reports. The following Securities are not required to be
included in holdings reports made by Access Persons:
 i.
    
    Securities held in accounts over which an Access Person has no direct or
indirect influence or control;ii.
    
    Direct obligations of the Government of the United States;iii.
    
    Bankers acceptances, bank certificates of deposit, commercial paper and high
quality short-term debt instruments, including repurchase agreements; andiv.
    
    Shares issued by open-end funds.
 Transaction Reports
 a.
    
    Quarterly Report. Within thirty (30) days of the end of each calendar quarter, each
Access Person must submit a quarterly report to the CCO, on the form provided for such
purpose by the CCO, of all transactions during the calendar quarter in any Securities in
which such Access Person has any direct or indirect Beneficial Interest. In lieu of
reporting individual Securities on such form, each Access Person may submit to the CCO
duplicate brokerage statements that contain all such information for the relevant quarter.b.
    
    Contents of Transaction Reports. Quarterly Transaction Reports (or duplicate brokerage
statements, if applicable) must contain, at a minimum, the following information with
respect to each transaction in a Security: (i) the title and type of each Security
involved; (ii) for publicly traded Securities, the ticker symbol or CUSIP number for each
such Security; (iii) the number of shares, interest rate, and maturity date and principal
amount, as applicable, of each Security involved; (iv) the price of the Security




---



##### 



at which the transaction was effected; (v) the name of any broker, dealer or bank through
which the transaction was effected; and (vi) the date of submission of the report.c.
    
    Exemptions from Transaction Reports. The following transactions are not required to be
included in Quarterly transactions reports of Access Persons:
 i.
    
    Transactions in Securities over which an Access Person has no direct or
indirect influence or control;ii.
    
    Transactions in Direct obligations of the Government of the United States;iii.
    
    Transactions in Bankers acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including repurchase agreements;iv.
    
    Transactions in shares issued by unaffiliated open-end funds; andv.
    
    Transactions which are part of an automatic dividend reinvestment plan.
 Non-Access Persons
 1.
    
    Annual Transactions Report. Within 10 days of the end of each calendar year, each
Non-Access Person shall make a written report to the CCO of all transactions by which they
acquired or disposed of a direct or indirect Beneficial Interest in any Covered Security.
In lieu of reporting individual Securities on such report, each Non-Access Person may
submit to the CCO duplicate brokerage statements that contain all such information for the
relevant time period.2.
    
    Form. Each annual report shall be provided on the form Annual Securities Transactions
Confidential Report of Non-Access Persons form attached hereto as Schedule B, which form
shall set forth the information regarding each transaction requested in the form. Schedule
B may be amended from time to time by the CCO, who shall promptly provide any forms so
amended to all Non-Access Persons. In lieu of reporting individual Securities on such form,
each Non-Access Person may submit to the CCO duplicate brokerage statements that contain
all such information for the relevant time period.3.
    
    Filing. A copy of all reports submitted pursuant to this Section (e), with all required
signatures, shall be retained by the CCO.
 Disclaimer
 Responsibility to Report




---



##### 



(f) Confidentiality of Transactions
  (g) Sanctions
  (h) Administration and Construction
 i.
    
    Administration. The administration of this Policy shall be the responsibility of the
CCO of the Company.ii.
    
    Duties. The duties of the CCO under this Policy include: (1) continuous maintenance of
a current list of the names of all Access and Non-Access Persons, with an appropriate
description of their title or employment; (2) providing each Covered Person a copy of this
Policy and informing them of their duties and obligations hereunder, and assuring that
Covered Persons are familiar with applicable requirements of this Policy; (3) supervising
the implementation of this Policy and its enforcement by the Company; (4) maintaining or
supervising the maintenance of all records and reports required by this Policy; (5)
preparing listings of all transactions effected by any Access Person within thirty (30)
days of the date on which the same security was held, purchased or sold by the Company; (6)
determining whether any particular securities transaction should be exempted pursuant to
the provisions of this Policy; (7) issuing either personally or with the assistance of
counsel, as may be appropriate, any interpretation of this Policy which may appear
consistent with the objectives of the Investment Company Act and this Policy; (8)
conducting of such inspections or investigations, including scrutiny of the listings
referred to in the preceding subparagraph, as shall reasonably be required to detect and
report, with recommendations, any apparent violations of this Policy to the Board of
Directors of the Company or any Committee appointed by them to deal with such information;
and (9) submitting a quarterly report to the directors of the Company containing a
description of any violation and the sanction imposed; transactions which suggest the
possibility of a violation of interpretations issued by and any exemptions or waivers found
appropriate by the CCO; and any other significant information concerning the
appropriateness of this Policy.




---



##### 



(i) Required Records.
  i.
    
    Code of Ethics and Policies. Copies of the Code of Ethics into which this Policy has
been incorporated, this Policy, and any other codes of ethics or insider trading policies
adopted pursuant to the Investment Company Act which have been in effect during the past
five (5) years;ii.
    
    Violations. A record of any violation of Rule 17 of the Investment Company Act and of
any action taken as a result of such violation;iii.
    
    Reports. A copy of each report made by the CCO within two (2) years from the end of the
fiscal year of the Company in which such report or interpretation is made or issued, and
for an additional three (3) years in a place which need not be easily accessible; andiv.
    
    List. A list of all persons who are, or within the past five (5) years have been,
required to make reports pursuant to the Investment Company Act and any Rule 17 thereof.
 (j) Amendments and Modifications
   Schedules




---



##### 



SCHEDULE A
 TRIANGLE CAPITAL CORPORATIONS INSIDER TRADING POLICY
 Request For Permission
To Engage In Personal Transaction
    No. of Shares orIPO or Limited
    
    
    Principali. Date
    
    Offering
    
    
    Amount
    
    
    Name of Security
    
    
    Unit Price
    
    
    Total Price
    
    
    Broker
  
 
 
 Name:
_____________________________   Request Date: _______________________
  Signature: _______________________________
 Permission Granted  ̈Permission Denied  ̈
    
    Signature: _________________________
    
    Date: __________(Clearing Officer)Signature: _________________________
    
    Date: __________(Clearing Officer)




---



##### 



SCHEDULE B
 TRIANGLE CAPITAL CORPORATIONS INSIDER TRADING POLICY
 Annual Securities Transactions
Confidential Report Of Non-Access Persons
 (If no transactions took place you may write None).
 PURCHASES AND ACQUISITIONS
 No. of Shares
    
    
    Name of
    
    
    Unit
    
    
    TotalDate
    
    or Principal Amount
    
    
    Security
    
    
    Price
    
    
    Price
    
    
    BrokerSALES AND OTHER DISPOSITIONS
   For
the year ending _________________________
    
    Name: ______________________________Date:
_____________________________________
    
    Signature:
___________________________