Exhibit 14.1
 Code of Conduct
for
Triangle Capital Corporation
Triangle Mezzanine Fund LLLP
 I.
    
    Introduction
     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 alert to 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 15 of this Code.
 II.
    
    Implementing Guidance and Procedures




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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?




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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.




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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. We will be faithful in carrying out our duties.b.
    
    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.




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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




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3.
    
    Insider Trading
  Appendix A
 Schedule A Appendix A
  4.
    
    International Business Laws




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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 competitors position;




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
    
    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 10
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.




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7.
    
    Corporate Opportunities.
  8.
    
    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.




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
    
    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.
  9.
    
    Fair Dealing




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10.
    
    Gifts and Entertainment
  11.
    
    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.




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12.
    
    Confidentiality




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13.
    
    Media and Public Discussions
  14.
    
    Waivers
  15.
    
    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.




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16.
    
    Amendments and Modifications




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Appendix A  Insider Trading Policy
For
Triangle Capital Corporation
and its subsidiaries
   (a)
    
    General Prohibitions
 (i)
 (ii)




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(b)
    
    General Principles.
  (c)
    
    Definitions.
  (i) Access Person
 (ii) Beneficial Interest
 (iii) Clearing Officers
 (iv) Control
 (v) Covered Security
 (vi) Covered Person
 (vii) Immediate Family




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(viii) Limited Offering
 (ix) Loan Officer
 (x) Non-Access Person
 (xi) Prohibited Transaction
 (1)
 (2)
 (3)
 (xii) Security held or to be acquired
 (xiii) being considered for purchase or sale
 (xiv) Security
 (d)
    
    Pre-Clearance of Certain Personal Transactions.
 (i) Requirement for Pre-Clearance




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(ii) Pre-Clearance Procedures
 (1) From Whom Obtained
 (2) Form Schedule A Schedule A
 (3) Filing
 (iii Factors to be Considered in Clearance of Personal Transactions
 (iv) Exemptions From Pre-Clearance Requirements
  (1) Not Controlled Securities
 (2) Involuntary Transactions
 (3) DRPs
 (4) Rights Offerings
 (e)
    
    Reporting Requirements.
 (i) Access Persons
 (1) Holdings Reports




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a. Initial Holdings Report
 b. Annual Holdings Reports
 c. Contents of Holdings Reports
 d. Exemptions from Holdings Reports
 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.
 (2) Transaction Reports
 a. Quarterly Report




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b. Contents of Transaction Reports
 c. Exemptions from Transaction Reports
 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.
 (ii) Non-Access Persons.
 (1) Annual Transactions Report
 (2) Form Schedule B Schedule
B
 (3) Filing
 (iii) Disclaimer.




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(iv) Responsibility to Report
 (f)
    
    Confidentiality of Transactions
  (g)
    
    Sanctions
  (h)
    
    Administration and Construction
 (i) Administration
 (ii) Duties




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(i)
    
    Required Records.
  (i) Code of Ethics and Policies
 (ii) Violations
 (iii) Reports
 (iv) List
 (j)
    
    Amendments and Modifications




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SCHEDULE A
 TRIANGLE CAPITAL CORPORATIONS INSIDER TRADING POLICY
 Request For Permission
To Engage In Personal Transaction
   PURCHASES AND ACQUISITIONS
 No. ofShares orIPO or Limited
    
    
    PrincipalDate
    
    Offering
    
    
    Amount
    
    
    Name of Security
    
    
    Unit Price
    
    
    Total Price
    
    
    Broker
 SALES AND OTHER DISPOSITIONS
 
 
 
 Name:
___________________________
           Request
Date: _____________________
          
Signature: ________________________
 Permission Granted  ̈Permission Denied  ̈
    
    Signature: _______________
    
    Date: _______________(Clearing Officer)Signature: _______________
    
    Date: _______________(Clearing Officer)




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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 Sharesor Principal
    
    
    Name of
    
    
    Unit
    
    
    TotalDate
    
    Amount
    
    
    Security
    
    
    Price
    
    
    Price
    
    
    Broker
 SALES AND OTHER DISPOSITIONS
 
 
 
 
  This report is not to be construed as an admission that the person making it has or
had any direct or indirect Beneficial Interest in the following Securities to which
this report relates:
 For the year ending _______________
    
    Name: ___________________________Date: ___________________________
    
    Signature: ________________________