1190711--3/29/2007--TRIANGLE_MEZZANINE_FUND

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{investment, property, distribution}

{loan, real, estate}

{tax, income, asset}

{debt, indebtedness, cash}

{regulation, change, law}

{stock, price, operating}

{control, financial, internal}

{interest, director, officer}

{competitive, industry, competition}

{personnel, key, retain}

{product, market, service}

{stock, price, share}

{condition, economic, financial}

There may be uncertainty as to the value of our portfolio investments. We operate in a highly competitive market for investment opportunities. We are dependent upon our key investment personnel for our future success. Our business model depends to a significant extent upon strong referral relationships, and our inability to maintain or develop these relationships, as well as the failure of these relationships to generate investment opportunities, could adversely affect our business. We have limited operating history as a business development company or as a regulated investment company, which may impair your ability to assess our prospects. The Existing Fund is licensed by the SBA, and therefore subject to SBA regulations. Because we borrow money, the potential for gain or loss on amounts invested in us is magnified and may increase the risk of investing in us. Assumed Return on Our Portfolio (net of expenses) SBA regulations limit the outstanding dollar amount of SBA-guaranteed debentures that may be issued by an SBIC or group of SBIC s under common control. We may experience fluctuations in our quarterly results. Our ability to enter into transactions with our affiliates will be restricted. We have filed an application with the SEC requesting exemptive relief from certain provisions of the 1940 Act and the Securities and Exchange Act of 1934. Our board of directors may change our operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse. We may not be able to pay you dividends, and our dividends may not grow over time. We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income. The Existing Fund, as an SBIC, may be unable to make distributions to the Company that will enable the Company to meet registered investment company requirements, which could result in the imposition of an entity-level tax. Because we intend to distribute substantially all of our income to our stockholders upon the Company s election to be treated as a RIC, we will continue to need additional capital to finance our growth, and regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital. Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy. Efforts to comply with the Sarbanes-Oxley Act will involve significant expenditures, and non-compliance with the Sarbanes-Oxley Act may adversely affect us. Risks Related to Our Investments Our investments in portfolio companies may be risky, and we could lose all or part of our investment. The lack of liquidity in our investments may adversely affect our business. We may not have the funds to make additional investments in our portfolio companies. Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies. There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims. Second priority liens on collateral securing loans that we make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us. We generally will not control our portfolio companies. Economic recessions or downturns could impair our portfolio companies and harm our operating results. Defaults by our portfolio companies will harm our operating results. Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity. Changes in interest rates may affect our cost of capital and net investment income. We may not realize gains from our equity investments. Risk Relating to Our Common Stock We may be unable to invest a significant portion of the net proceeds of our recent Offering on acceptable terms in the timeframe contemplated.

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1190711--3/29/2007--TRIANGLE_MEZZANINE_FUND_LLLP