Form: POS 8C

Post-effective amendment filed under the 1933 Act only or under both the 1933 and 1940 Acts pursuant to Section 8(c) of the 1933 Act by closed-end investment companies (this filing cannot be submitted as a 1940 Act only filing)

April 27, 2015



Exhibit (n)(2)
Report of Independent Registered Public Accounting Firm

To the Board of Directors
Triangle Capital Corporation

We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of Triangle Capital Corporation (the “Company”) as of December 31, 2014 and 2013, and for the three years in the period ended December 31, 2014, included in the Post-Effective Amendment No. 2 to the Registration Statement (Form N-2 No. 333-199102) and related Prospectus, and have issued an unqualified opinion thereon dated March 2, 2015. The senior securities table listed elsewhere in this Post-Effective Amendment No. 2 to the Registration Statement (Form N-2 No. 333-199102) and related Prospectus has been subjected to audit procedures performed in conjunction with the audit of the Company’s consolidated financial statements. Such information is the responsibility of the Company’s management.

Our audit procedures included determining whether the information reconciles to the consolidated financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with Section 18 of the Investment Company Act of 1940. In our opinion, the information is fairly stated, in all material respects, in relation to the consolidated financial statements as a whole.

/s/ Ernst & Young LLP
Raleigh, North Carolina
April 27, 2015