EXHIBIT (E) DIVIDEND REINVESTMENT PLAN
Published on December 29, 2006
Exhibit (e)
FORM OF
TRIANGLE CAPITAL CORPORATIONS
DIVIDEND REINVESTMENT PLAN
TRIANGLE CAPITAL CORPORATIONS
DIVIDEND REINVESTMENT PLAN
Triangle Capital Corporation, a Maryland corporation (the Corporation), hereby adopts the
following plan (the Plan) with respect to dividends and distributions declared by its Board of
Directors (the Board of Directors) on shares of its common stock, par value $0.001 per share (the
Common Stock):
1. Unless a stockholder specifically elects to receive cash as set forth below, all cash dividends
and distributions hereafter declared by the Board of Directors shall be payable in shares of the
Common Stock of the Corporation, and no action shall be required on such stockholders part to
receive a distribution in stock.
2. Such cash dividends and distributions shall be payable on such date or dates as may be fixed
from time to time by the Board of Directors to stockholders of record at the close of business on
the record date(s) established by the Board of Directors for the dividend and/or distribution
involved.
3. The Corporation intends to use primarily newly-issued shares of its Common Stock to implement
the Plan, so long as the Corporations Common Stock is trading
at or above net asset value. If the Corporations Common Stock
is trading below net asset value, the Corporation will purchase
shares in the open market to implement the Plan. However,
the Corporation reserves the right to purchase shares in the open
market at any time in connection with its
obligations under the Plan. If dividends and distributions are reinvested in newly-issued shares,
then the number of shares to be issued to a stockholder shall be determined by dividing the total
dollar amount of the distribution payable to such stockholder by the market price per share of the
Corporations Common Stock at the close of regular trading on the NASDAQ Global Market on the
valuation date fixed by the Board of Directors for such distribution. Market price per share on
that date shall be the closing price for such shares on the NASDAQ Global Market or, if no sale is
reported for such day, at the average of their reported bid and asked prices. If dividends and
distributions are reinvested in shares purchased on the open market, then the number of shares
received by a stockholder shall be determined by dividing the total dollar amount of the
distribution payable to such stockholder by the average price per share for all shares purchased by
the Plan Administrator on the open market in connection with such distribution.
4. A stockholder may, however, elect to receive his, her or its dividends and distributions in
cash. To exercise this option, such stockholder shall notify [ ], the plan
administrator (the Plan Administrator), so that such notice is received by the Plan Administrator
no later than three (3) days prior to the payment date fixed by the Board of Directors for the
dividend and/or distribution involved for the payment to be paid in cash. If such notice is
received by the Plan Administrator less than three (3) days prior to the payment date, then that
dividend will be reinvested pursuant to the terms of the Plan and any subsequent dividends will be
paid in cash.
5. The Plan Administrator will set up an account for shares acquired pursuant to the Plan for each
stockholder who has not so elected to receive dividends and distributions in cash (each a
Participant). The Plan Administrator may hold each Participants shares, together with the shares
of other Participants, in non-certificated form in the Plan Administrators name or that of its
nominee. Upon request by a Participant, received no later than three (3) days prior to a payment
date, the Plan Administrator will promptly terminate the Participants account and, instead of
crediting shares to and/or carrying shares in a Participants account, will issue a certificate
registered in the Participants name for the number of whole shares registered to the Participant
and a check for any fractional interest, the value of which will be calculated using the market
value of the Corporations shares determined in accordance with Section 3 hereof, less any service
fees. If a request to terminate a Participants account is received by the Plan Administrator less
than three (3) days prior to a payment date, then the shares payable to the Participant in
connection with that distribution will be credited to the Participants account and, for subsequent
distributions, the Participant will receive his, her or its dividends and distributions in cash.
6. Upon request by a Participant, the Plan Administrator will, without charge to the Participant,
issue a certificate registered in the Participants name for the number of whole shares registered
to the Participant without terminating the Participants account.
7. The Plan Administrator will confirm to each Participant each acquisition made pursuant to the
Plan as soon as practicable after the date of each acquisition. Although each Participant may from
time to time have an undivided fractional interest (computed to three decimal places) in a share of
Common Stock of the Corporation, no certificates for a fractional share will be issued. However,
dividends and distributions on fractional shares will be credited to each Participants account. In
the event of termination of a Participants account under the Plan, the Plan Administrator will
adjust for any such undivided fractional interest in cash at the market value of the Corporations
shares at the time of termination.
8. The Plan Administrator will forward to each Participant any Corporation-related proxy
solicitation materials and each Corporation report or other communication to stockholders, and will
vote any shares held by it under the Plan in accordance with the instructions set forth on proxies
returned by Participants to the Corporation.
9. In the event that the Corporation makes available to its stockholders rights to purchase
additional shares or other securities, the shares held by the Plan Administrator for each
Participant under the Plan will be added to any other shares held by the Participant in
certificated form in calculating the number of rights to be issued to the Participant.
10. The Plan Administrators service fee, if any, for purchases made pursuant to the Plan, and
expenses for administering the Plan will be paid for by the Corporation.
11. Each Participant may terminate his, her or its account under the Plan by so notifying the Plan
Administrator via the Plan Administrators website at [ ], by filling out the transaction
request form located at the bottom of the Participants Statement and sending it to [ ],
Attn: Dividend Reinvestment Department, [ ], or by calling the
Plan Administrators hotline at [ ]. Such termination will be effective immediately. The
Plan may be terminated by the Corporation upon notice in writing mailed to each Participant at
least 30 days prior to any record date for the payment of any dividend or distribution by the
Corporation. Upon any termination, the Plan Administrator will cause a certificate or certificates
to be issued for the full shares held for the Participant under the Plan and a cash adjustment for
any fractional share to be delivered to the Participant without charge to the Participant. If a
Participant elects by his, her or its notice to the Plan Administrator in advance of termination to
have the Plan Administrator sell part or all of his, her or its shares and remit the proceeds to
the Participant, the Plan Administrator is authorized to deduct a fee of $15.00 plus a brokerage
commission of $0.10 per share from the proceeds. A sale request that is received (i) by mail before
[12:00 p.m. Eastern Time], or (ii) via the internet or by telephone before 4:00 p.m. Eastern Time,
will, subject to market conditions and their factors, generally be sold the next business day. To
submit a sale request via the Internet, a Participant must have his, her or its 10-digit account
number as provided by the Plan Administrator, and his, her or its social security number or federal
taxpayer identification number, as applicable.
12. Any shares issued in connection with a stock dividend or stock split declared by the
Corporation will be added to the Participants account with the Plan Administrator. Transaction
processing may be curtailed or suspended until the completion of such stock split or payment of
such stock dividend.
13. These terms and conditions may be amended or supplemented by the Corporation at any time but,
except when necessary or appropriate to comply with applicable law or the rules or policies of the
Securities and Exchange Commission or any other regulatory authority, only by mailing to each
Participant appropriate written notice at least 30 days prior to the effective date thereof. The
amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the
effective date thereof, the Plan Administrator receives written notice of the termination of his,
her or its account under the Plan. Any such amendment may include an appointment by the Plan
Administrator in its place and stead of a successor agent under these terms and conditions, with
full power and authority to perform all or any of the acts to be performed by the Plan
Administrator under these terms and conditions. Upon any such appointment of any agent for the
purpose of receiving dividends and distributions, the Corporation will be authorized to pay to such
successor agent, for each Participants account, all dividends and distributions payable on shares
of the Corporation held in the Participants name or under the Plan for retention or application by
such successor agent as provided in these terms and conditions.
14. The Plan Administrator will at all times act in good faith for all purchases and sales and will
use its commercially reasonable best efforts to ensure its full and timely performance of all
services to be performed by it under this Plan and to comply with applicable law, but assumes no
responsibility and shall not be liable for loss or damage due to errors unless such error is caused
by the Plan Administrators gross negligence, bad faith, or willful misconduct or that of its
employees or agents.
15. A Participant may request to have some or all of the Participants shares certificated or sold
without terminating his, her or its account with the Plan Administrator. The Plan
Administrator does not charge a fee for providing certificated shares, but charges a fee of $15.00
plus a brokerage commission of $0.10 per share for shares sold by the Plan Administrator.
16. A Participant may deposit certificated shares into the Participants account with the Plan
Administrator at any time. The Plan Administrator charges a Participant a one-time fee of $7.50 for
this service. The Participant, and not the Corporation, will pay this fee.
17. These terms and conditions shall be governed by the laws of the State of New York, including
without limitation, Section 5-1401 of the New York General Obligations Law.
Dated [ ]