EXHIBIT 14 - CODE OF ETHICS - RULE 17J-1

CODE OF ETHICS PURSUANT TO RULE 17J-1

BACKGROUND

This Code of Ethics has been adopted by the
Board of Directors of the Company in accordance with
Rule 17j-1(c) under the Investment Company Act of 1940
(the "Act"). Rule 17j-1 generally prohibits fraudulent
or manipulative practices by access persons of
investment companies and business development companies
including with respect to purchases or sales of
securities held or to be acquired by such companies.

The purpose of this Code of Ethics is to
reflect the following: (1) the duty at all times to
place the interests of shareholders of the Company
first; (2) the requirement that all personal securities
transactions be conducted consistent with the Code of
Ethics and in such a manner as to avoid any actual or
potential conflict of interest or any abuse of an
individual's position of trust and responsibility; and
(3) the fundamental standard that Company personnel
should not take inappropriate advantage of their
positions.

Rule 17j-1(b) provides that it is unlawful for
any affiliated person (as defined in the Act) or
principal underwriter for a registered investment
company or any affiliated person of an investment
adviser or principal underwriter for a registered
investment company in connection with the purchase or
sale, directly or indirectly, by such person of a
security held or to be acquired, as defined in this
section, by such registered investment company:

(a) To employ any device, scheme or artifice to
defraud such registered investment company;

(b) To make to such registered investment company
any untrue statement of a material fact or
omit to state to such registered investment
company any material fact necessary in order
to make the statements, in light of the
circumstances under which they are made, not
misleading;

(c) To engage in any act, practice, or course of
business which operates or would operate as a
fraud or deceit upon any such registered
investment company; or




(d) To engage in any manipulative practice with
respect to such registered investment company.

Section 59 of the Act makes these provisions applicable
to business development companies.

Rule 17j-1(c) requires that the Company adopt
a code of ethics containing provisions reasonably
necessary to prevent its "Access Persons" (as defined
below) from engaging in any of the conduct referred to
above.

APPLICATION

This Code of Ethics applies to the "Access
Persons" of the Company. Currently this includes each
employee and each director of the Company. Each Access
Person must receive, read, acknowledge receipt of, make
certain reports under, periodically certify compliance
with and retain this Code of Ethics.

ADMINISTRATION

This Code of Ethics is administered by the
Company's Chief Compliance Officer and any questions
should be directed to that individual.

DEFINITIONS

For purposes of this Code of Ethics, the following
definitions shall apply:

(a) "Access Person" means any director, officer or
Advisory Person of the Company. The term
includes any entity or account in which an
Access Person (together with immediate family
members) has a 25% or greater beneficial
interest or where multiple Access Persons have
a 50% or greater beneficial interest.

(b) "Advisory Person" of the Company means (1) any
employee of the Company or of any company in a
control relationship to the Company who, in
connection with his regular functions or
duties, makes, participates in, or obtains
information regarding the purchase or sale of
Covered Securities by the Company, or whose
functions relate to the making of any
recommendations with respect to such purchases
or sales; and (2) any other natural person in
a control relationship to the Company who
obtains information reasonably


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contemporaneously concerning recommendations
made to the Company with regard to the
purchase or sale of Covered Securities.

(c) "Affiliated Person" means, in reference to the
Company, (i) any person owning or holding with
the power to vote 5% or more of the
outstanding voting securities of the Company
or of which the Company owns or holds with
power to vote 5% or more of the outstanding
voting securities, (ii) any director, officer
or employee of the Company or (iii) any person
controlling, controlled by or under common
control with the Company.

(d) A Covered Security is "being considered for
purchase or sale" when, in the case of a
potential purchase, the Company has commenced
or completed due diligence and has not
determined not to seek to acquire such
security and, in the case of a sale, the
Company has commenced formal consideration of
whether to sell such security and has not
determined not to seek to sell it.

(e) "Beneficial Ownership" means an interest in
securities, the financial benefits of which
are enjoyed, directly or indirectly, by the
person in question by reason of ownership or
any contract, understanding, relationship,
agreement, or other arrangement, and by reason
of which such person should be regarded as the
true owner. It is not relevant whether such
securities are registered or standing on the
books of the issuer in the name of such person
or some other person. Thus, for example,
securities held for a person' s benefit in the
names of others, such as nominees, trustees
and other fiduciaries, securities held by any
partnership of which a person is a partner,
and securities held by any corporation which
is controlled by a person (directly or through
intermediaries), would be deemed to be
beneficially owned by said person. Similarly,
a person ordinarily obtains benefits
equivalent to ownership from, and thus is
generally regarded as the "beneficial owner"
of, securities held in the name of a spouse, a
minor child, or an immediate family member
living in the same household or substantially
dependent on such person for support. As a
consequence, you normally need to obtain prior
approval for, and report, any transaction by a
member of your immediate family that you would
need to report or obtain prior approval for if
you were engaging in the transaction yourself.
Other illustrations of benefits substantially
equivalent to those of ownership include
application of the income derived from


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securities to maintain a common home and
application of the income derived from
securities to meet expenses which the person
otherwise would meet from other sources. In
some cases a fiduciary, such as a trustee, may
have beneficial ownership by having or sharing
voting or investment power with respect to
such securities even if such person does not
have a financial interest in the securities.

(f) "Chief Compliance Officer" means the
individual appointed to that position by the
Board of Directors; provided that, for
purposes of determinations under this Code of
Ethics, in the absence of the Chief Compliance
Officer, either the chief operating officer or
the chief financial officer may be treated as
the Chief Compliance Officer and that, for
purposes of determinations regarding the Chief
Compliance Officer, one of such other
individuals shall be treated as the Chief
Compliance Officer.

(g) "control" means the power of a stockholder to
exercise a controlling influence over the
management or policies of a company; control
does not include such power arising solely as
the result of an official position with such
company.

(h) "Covered Security" means a security as defined
in Section 2(a)(36) of the 1940 Act, except
that it does not include (i) direct
obligations of the Government of the United
States, (ii) banker's acceptances, bank
certificates of deposit, commercial paper and
high-quality short-term debt instruments,
including repurchase agreements, and (iii)
shares issued by open-end registered
investment companies.

(i) "Independent Director" means a director of the
Company who is not an "interested person" of
the Company within the meaning of Section
2(a)(19) of the Act. A director is not deemed
an interested person of the Company solely by
reason of his being a member of the Board of
Directors or an owner of shares of the
Company.

(j) "Insider Trading" generally means trading in a
security on the basis of Material Non-Public
Information in violation of a duty to the
marketplace, the issuer, the person's employer
or client or the like. Passing Material Non-
Public Information to another person in
violation of such a duty may also be treated


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as Insider Trading. The circumstances in
which such a duty exists are not easily
defined. An Access Person of the Company who
has Material Non-Public Information about a
security should assume that he or she has such
a duty unless the Chief Compliance Officer
makes a contrary determination.

(k) "Interested Person" shall mean any affiliated
person of such company, any affiliated
person's family member, any interested person
of any investment advisor or principal
underwriter, legal counsel, broker dealers, or
anyone the SEC deems to have a material
professional relationship. However, the term
does not include any person solely by reason
of his being a director of such company or his
ownership of securities issued by such
company.

(l) "Material Non-Public Information" is
information that is both material and non-
public. For this purpose, information is
considered material if there is a substantial
likelihood that a reasonable investor would
consider it important in deciding how to act.
If the information has influenced a person's
investment decision, it would be very likely
to be considered material. In addition,
information that, when disclosed, is likely to
have a direct effect on the stock's price
should be treated as material. Examples
include information concerning impending
mergers, sales of subsidiaries, significant
revenue or earnings swings, dividend changes,
impending securities offerings, awards of
patents, technological developments, impending
product announcements, impending financial
news and other major corporate events.
Information is non-public when it has not been
disseminated in a manner making it available
to investors generally. Information is public
once it has been publicly disseminated, such
as when it is reported in widely disseminated
news services and/or publications, and
investors have had a reasonable time to react
to the information. Once the information has
become public, it may be traded on freely.

(m) "Purchase or Sale of a Covered Security"
includes, among other things, the purchase or
sale of an option to purchase or sell a
Covered Security or entering into any contract
such as a swap the value or payout of which
varies with the value of such Covered
Security.

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RESTRICTIONS ON PERSONAL INVESTING ACTIVITY FOR ACCESS
PERSONS

1. General Prohibition. Except as permitted by
the Exempted Transaction provisions or with
prior written approval from the Chief
Compliance Officer, no Access Person shall
purchase or sell, directly or indirectly, any
Covered Security in which he or she has, or by
reason of such transaction acquires, any
direct or indirect Beneficial Ownership and
which such Access Person knows or should have
known at the time of such purchase or sale:

(a) is or proposes to be engaged to a
substantial extent in micro or nano
technologies and does not have equity
securities as to which the issuer is
obligated to file periodic reports with
the SEC; or

(b) is being considered for purchase or sale
by the Company, or

(c) is being held, purchased or sold by the
Company.

2. No Access Person shall reveal to any other
person (except in the normal course of his
duties on behalf of the Company) any
information regarding Covered Securities being
considered for purchase or sale by the
Company.

3. No Access Person shall engage in Insider
Trading whether for his own benefit or the
benefit of the Company or others.

4. No Access Person shall make or participate in
the formation of recommendations concerning
the purchase or sale by the Company of any
Covered Security in which such Access Person
has acquiring Beneficial Ownership of any
Covered Securities of the same issuer or has
any other business relationship with such
issuer, without disclosing to the Chief
Compliance Officer any interest such Access
Person has in such Covered Securities or
issuer.

5. No Access Person of the Company shall
participate in any Covered Securities
transaction on a joint basis with the Company
without the prior written approval of the
Chief Compliance Officer.

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6. Except as permitted by the Exempted
Transactions provisions or with prior written
approval from the Chief Compliance Officer, no
Advisory Person shall purchase, directly or
indirectly, any Covered Securities in which he
or she by reason of such transaction acquires
any direct or indirect Beneficial Ownership
pursuant to an initial public offering,
private placement or other private offering of
Covered Securities. A record of any decision
to approve the request, and the reasons
underlying the decision, must be maintained
for at least five years after the end of the
fiscal year in which the approval is granted.
In determining whether such prior approval
shall be granted, the Chief Compliance Officer
shall take into account whether the
opportunity to purchase such Covered
Securities is being offered to such Advisory
Person because of his or her position with the
Company, and whether the opportunity to
purchase such Covered Security should be
reserved for the Company. Note that the term
Advisory Person generally does not include
Independent Directors, who may accordingly
generally acquire securities in initial public
offerings without prior written approval.

7. Advisory Persons are prohibited from receiving
any gift or other things of more than de
minimis value (generally less than $200) from
any person or entity that does business with
or on behalf of the Company. Gifts received
in excess of $100 must be listed on each
employee's quarterly compliance statement.

8. Advisory Persons must have the Chairman's
prior written authorization to serve on any
boards of directors of outside companies
including charitable and non-profit
organizations and foundations other than (at
the request of the Company) any company in
which the Company has an investment. In the
case of the Chairman of the Company, the
Executive Committee shall approve serving on
any such non-Company investee board.

9. No Access Person may sell short any security
issued by the Company or by a portfolio
company or take a short equivalent position in
any related security.

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PRIOR APPROVAL REQUIREMENTS

Except as permitted by the Exempted
Transactions provisions, no Access Person shall purchase
or sell, directly or indirectly, any Covered Security in
which he or she has, or by reason of such transaction
acquires, any direct or indirect Beneficial Ownership,
unless such purchase or sale has been pre-cleared in
writing by the Chief Compliance Officer. Because nearly
all such pre-clearances will be for private placements,
any pre-clearance shall be effective for 90 days,
subject to termination at any time during the 90 day
period by the Chief Compliance Officer in order to
prevent issues under the Code of Ethics. Except as
permitted by the Special Procedures for Buying or
Selling Securities Issued by the Company, no Access
Person shall purchase or sell, directly or indirectly,
any securities issued by the Company or any related
securities (such as an option or swap) in which he or
she has, or by reason of such transaction acquires, any
direct or indirect Beneficial Ownership, unless such
purchase or sale has been precleared by the Chief
Compliance Officer. The Chief Compliance Officer shall
maintain a record of each preclearance approval or
disapproval.

SPECIAL PROCEDURES FOR BUYING OR SELLING SECURITIES
ISSUED BY THE COMPANY

1. The Chief Compliance Officer will notify all
Access Persons when the Company's stock is
placed on the restricted list and when it is
removed from such list.

2. In order to avoid any appearance of
impropriety, conflict with, or disadvantage to
the Company, prior to effecting any
transaction in the Company's stock or any
related security, each Access Person must
verify that the Company's stock is not on the
restricted list and is not being placed on the
restricted list. The Chief Compliance Officer
shall maintain a record of each inquiry.

3. If an Access Person has verified that the
Company's stock is not on the restricted list
and is not being placed on the restricted
list, such Access Person may purchase or sell
on a long only basis the Company's stock or a
related security on the same day as such
verification.

4. Form 4 is generally required to be filed with
the SEC within 2 business days following a
purchase, sale transaction, gift (or receipt



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thereof) in the Company's stock or related
securities by a Director or executive officer
of the Company. Details of any such
transaction must be sent to the Chief
Compliance Officer, preferably by email or
fax, on the same day as the transaction so
that a Form 4 may be completed accurately and
on a timely basis.

EXEMPTED TRANSACTIONS

The prior approval requirements of the Code of
Ethics shall not apply to:

(a) Purchases or sales of common stock of public
companies (other than the Company and initial
public offerings) that are not held by the
Company, U.S. government and government agency
securities, municipal securities, non-
convertible debt and preferred securities of
public companies and securities of investment
companies.

(b) Purchases or sales effected in any account in
which the Access Person does not have direct
or indirect Beneficial Ownership of the
holdings of such account (such as mutual
funds).

(c) Purchases or sales effected in any account
over which the Access Person has no direct or
indirect influence or control or in any
account which is managed on a discretionary
basis by a person other than such Access
Person and with respect to which such Access
Person does not in fact have or seek to
exercise influence or control over such
transactions. No account shall be treated as
qualifying for the foregoing exception without
the prior written approval of the Chief
Compliance Officer.

(d) Purchases or sales which are non-volitional on
the part of the Access Person (such as a
merger).

(e) Purchases which are part of an automatic
dividend reinvestment plan.

(f) Purchases effected upon the exercise of rights
issued by an issuer, pro rata to all holders
of a class of its securities, to the extent
such rights were acquired from such issuer.


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USE OF CONFIDENTIAL AND MATERIAL NON-PUBLIC INFORMATION

The Company considers all information
concerning its investment activities and the operations
of the private companies in which it primarily invests
to be confidential. Access Persons may not trade on
that information and may not communicate that
information to others who do not need to know that
information in the interests of the Company's business
or are not permitted to receive such information under
the Company's confidentiality agreements with the
companies in which it invests or considers investing.

If an Access Person believes he has learned
Material Non-Public Information about a public company
in which the Company has or is considering acquiring an
investment interest, he should contact the Chief
Compliance Officer immediately so that the Company can
address the insider trading issues and preserve the
integrity of the Company's activities. Such Access
Person may not trade on the information or discuss the
possible Material Non-Public Information with any other
person at the Company or out of the Company.

If the Chief Compliance Officer, after
consultation with senior management, concludes that such
Access Person may in fact have learned Material Non-
Public Information which the Company, in its activities,
may not utilize, a Chinese Wall will be established so
that other persons at the Company do not learn the
Material Non-Public Information. Further, securities of
the issuer in which Material Non-Public Information was
acquired will be placed on the restricted list
maintained by the Chief Compliance Officer.

The following are steps that can be taken to
preserve the confidentiality of confidential information
and Material Non-Public Information:

1. Material Non-Public Information should be
communicated only when there exists a
justifiable business reason to do so. Before
such information about a public company is
communicated to persons outside the Company,
the Access Person must consult with the Chief
Compliance Officer.

2. Access Persons should not discuss confidential
matters in elevators, hallways, restaurants,
airplanes, taxis, or any place where they
might be overheard.


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3. Access Persons should not read confidential
documents in public places or discard them
where others can retrieve them. Access Persons
should not carry confidential documents in an
exposed manner.

4. Access Persons should not discuss confidential
business information with spouses or other
relatives or with friends.

5. Access Persons should avoid even the
appearance of an impropriety. Serious
repercussions may follow Insider Trading and
the law proscribing Insider Trading is
constantly changing.

6. Access Persons should assume that all
confidential information about the Company and
other public companies is Material Non-Public
Information, the use or dissemination of which
for other than a legitimate business purpose
would be wrong.

REPORTING AND CERTIFICATION REQUIREMENTS

1. Applicability. All Access Persons are
subject to each of the reporting requirements
set forth in paragraph 2 below except:

(a) as set forth in items (b), (c) and (d) of
the Exempted Transactions provisions;

(b) a Disinterested Director who would be
required to make a report solely by
reason of being a director need not make
an initial holdings report or an annual
holdings report. Furthermore, such
Disinterested Director need not make a
quarterly transaction report regarding
any Covered Security other than one
covered by 1(a) of the Restrictions on
Personal Investing Activity for Access
Persons (private micro and nano
technology companies) and other than one
regarding which the Director knew or, in
the ordinary course of fulfilling his or
her official duties as a Director, should
have known during the 15-day period
either immediately before or after the
Director's transaction in a Covered
Security, that the security in question
was being considered for purchase or
sale;

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(c) an Access Person need not make a
quarterly transaction report to the
extent the report would duplicate
information contained in broker trade
confirmations or account statements
received by the Company with respect to
the Access Person.

2. Report Types.

(a) Initial Holdings Report. An Access
Person required to file an initial report
must file such report not later than 10
days after the person becomes an Access
Person. Subject to the relevant
exceptions set forth in the preceding
Section (1), the initial report must (i)
contain the title, number of units or
principal amount of each Covered Security
in which the Access Person had any direct
or indirect Beneficial Ownership when the
person became an Access Person; (ii)
identify the account and any broker,
dealer, bank or similar intermediary with
whom the Access Person maintained an
account in which any Covered Securities
were held for the direct or indirect
benefit of the Access Person, and (iii)
indicate the date that the report is
filed with the Chief Compliance Officer.

(b) Quarterly Transactions Report. Each
Access Person required to file a
quarterly transaction report must file
such report not later than 10 days after
the end of each calendar quarter. With
respect to any transaction made during
the reporting quarter, subject to the
relevant exceptions set forth in the
preceding Section (1), the quarterly
transaction report must contain (i) the
transaction date, title, interest date
and maturity date (if applicable), the
number of units or principal amount of
each Covered Security; (ii) the nature of
the transaction; (iii) the price of the
Covered Security at which the transaction
occurred; (iv) the name of the broker,
dealer, bank or similar intermediary
through which the transaction was
effected; and (v) the date that the
report is submitted by the Access Person.
With respect to any account established
by an Access Person during the reporting
quarter in which Covered Securities were
held, the Access Person must report the
date the account was established and the
date the report is submitted.

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(c) Annual Holdings Report. An Access Person
required to file annually an annual
holdings report must file such report
prior to January 31 of each year.
Subject to the relevant exceptions set
forth in the preceding Section (1), the
annual report must contain (i) the title,
number of units or principal amount of
each Covered Security in which the Access
Person had any direct or indirect
Beneficial Ownership; (ii) the name of
any broker, dealer, bank or similar
intermediary at which any Covered
Securities are held for the direct or
indirect benefit of the Access Person;
and (iii) the date the report is
submitted.

(d) Confirmations and Account Statements.
Every Advisory Person shall direct each
of his or her brokers, dealers, banks and
similar intermediaries to provide to the
Chief Compliance Officer (i) duplicate
confirmations of all transactions in any
Covered Security in which he or she has,
or by reason of such transaction
acquires, any direct or indirect
Beneficial Ownership, and (ii) copies of
periodic statements for all investment
accounts in which they have Beneficial
Ownership.

(e) Annual Certification. Each Access Person
must annually certify that such person
has read this Code of Ethics, understands
its requirements regarding such person
and his immediate family and has complied
with such requirements throughout the
previous year. Such certification shall
be submitted to the Chief Compliance
Officer within 10 days after the receipt
of the certification request from the
Company.

(f) Company Reports. No less frequently than
annually, the Company must furnish to the
Board of Directors and the Board of
Directors must consider, a written report
that: (i) describes any issues arising
under the Code of Ethics or procedures
since the last report to the Board of
Directors, including but not limited to,
information about material violations of
the code or procedures and sanctions
imposed in response to the material
violations; and (ii) certifies that the
Company has adopted procedures reasonably
necessary to prevent Access Persons from
violating the Code.


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(g) Disclaimer of Beneficial Ownership. Any
report required under this Code may
contain a statement that the report shall
not be construed as an admission by the
person submitting such duplicate
confirmation or account statement or
making such report that he or she has any
direct or indirect Beneficial Ownership
in the Covered Security to which the
report relates.

(h) Review of Reports. The reports,
certifications, duplicate confirmations
and account statements required to be
submitted under this Code shall be
delivered to the Chief Compliance
Officer. The Chief Compliance Officer
shall review such reports, duplicate
confirmations and account statements to
determine whether any transactions
recorded therein appear to constitute a
violation of the Code of Ethics. Before
making any determination that a violation
has been committed by any Access Person,
such Access Person shall be given an
opportunity to supply additional
explanatory material. The Chief
Compliance Officer shall maintain copies
of the reports, confirmations and account
statements as required by Rule 17j-1(d).

(i) Confidentiality. All reports of Covered
Securities transactions, duplicate
confirmations, account statements and any
other information filed with the Company
pursuant to this Code shall be treated as
confidential, but are subject to review
as provided herein and by representatives
of the SEC.

RESTRICTED LIST

Each employee is responsible for making the Chief
Compliance Officer aware of information relevant to the
placement of any company's stock (including the stock of
the Company or a portfolio company) on the restricted
list as soon as practicable. The Company or a portfolio
company's stock shall be placed on the restricted list
in situations, not limited to but including when:

* the Company or the portfolio company is in
registration;

* the Company has learned that an affiliated
portfolio company's stock has a "black-out" period;
and

* Access Persons have Material, Non-Public
Information about the Company or a portfolio
company.


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The foregoing events (or others) affecting a portfolio
company shall result in the Company's stock being placed
on the restricted list only if the event by itself or
together with other non-public information is material
to the Company.

Any amounts retained pursuant to the Directors
Stock Purchase Plan 2001 (the "Plan") for purchasing the
Company's stock shall be deposited in such Director's
brokerage account (as stated in the Plan) as soon as
practicable, however, the brokerage firm shall be
directed not to purchase the Company's stock without
first checking with the Chief Compliance Officer with
regards to whether the Company's stock is on the
restricted list. If such stock is on the restricted
list, the Chief Compliance Officer shall inform the
brokerage firm as soon as the Company's stock is taken
off the restricted list and the shares shall be
purchased as soon as practicable thereafter.

RECORDS

The Company shall maintain records with respect
to this Code in the manner and to the extent set forth
below, which records may be maintained on microfilm or
in digital format under the conditions described in Rule
31a-2 under the 1940 Act and shall be available for
examination by representatives of the SEC.

(a) A copy of this Code and any other Code of
Ethics of the Company that is, or at any time
within the prior five years has been, in
effect shall be preserved in an easily
accessible place.

(b) A record of any violation of the Code and
of any action taken as a result of such
violation shall be preserved in an easily
accessible place for a period of not less
than five years following the end of the
fiscal year in which the violation occurs.

(c) A copy of each report made or duplicate
confirmation or account statement received
pursuant to this Code shall be preserved for
a period of not less than five years from the
end of the fiscal year in which it is made,
the first two years in an easily accessible
place.

(d) A list of all persons who are, or within
the past five years have been, required to
submit duplicate confirmation or account
statements or to make reports pursuant to
this Code shall be maintained in an easily
accessible place.

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SANCTIONS

Upon discovering a violation of this Code, the
Chief Compliance Officer, shall make an initial
determination of an appropriate sanction, which may
include, among other things, forfeiture of any profits
on a transaction, restriction of trading privileges, a
letter of censure or suspension or termination of the
employment of the violator. If the Chief Compliance
Officer considers the violation to be serious, he or she
shall consult with the Board of Directors prior to
imposing a sanction. With regard to minor violations,
the Chief Compliance Officer shall impose a sanction and
report periodically to the Board of Directors.

BOARD REVIEW

Not less than annually the Board of Directors
will review the operation and effectiveness of this Code
of Ethics and make such modifications as it sees fit.


Adopted on April 26, 2000
Revised on September 29, 2004





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