CODE OF ETHICS

HARRIS & HARRIS GROUP, INC.
CODE OF ETHICS PURSUANT TO RULE 17J-1



BACKGROUND

This Code of Ethics has been adopted by the Board of
Directors of Harris & Harris Group, Inc. (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
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


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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 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 to exercise a controlling
influence over the management or policies of a
company; however, 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 less than 5% of the
voting securities of the Company.

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(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 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" of the Company means any
affiliated person of the Company, any such affiliated
person's family member, any legal counsel or employee
thereof that has performed legal services for the
Company during the preceding two fiscal years, any
broker-dealer or associated person or direct or
indirect shareholders therein that has performed
securities transactions for the Company during the
preceding six months, or anyone the SEC deems to have
a material professional relationship with the Company
or its chief executive officer, or any interested
person of any investment advisor or principal
underwriter of the Company., . However, the term does
not include any person solely by reason of his being a
director of the Company or his ownership or anyone the
SEC deems to have a material professional relationship
of less than 5% of the voting securities issued by the
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 issued by a person that is or proposes to be
engaged to a substantial extent in micro or nano
technologies and does not have outstanding any
equity securities as to which it is obligated to
file periodic reports with the SEC; or

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

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

(d) is Company stock.

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 if such
Access Person has 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.

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


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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 reported to
the Chief Compliance Officer.

8. Advisory Persons must have the Chairman's prior
written authorization to serve on any boards of
directors, or be a trustee or the equivalent, 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 Independent Directors
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.

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. Such pre-
clearances will be effective for 30 days or until such other
date as noted by the Chief Compliance Officer on the pre-
clearance form, subject to termination at any time during the 30
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 pre-cleared by the Chief Compliance Officer. The Chief
Compliance Officer shall maintain a record of each pre-clearance
approval or disapproval.

SPECIAL PROCEDURES FOR BUYING OR SELLING SECURITIES ISSUED BY
THE COMPANY

1. If an Access Person has obtained pre-approval for a
purchase or sale of Company stock but has not
purchased or sold the stock within 24 hours, such
Access Person shall verify that the Company's stock is
not on the restricted list and is not being placed on

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the restricted list before buying or selling such
stock and must in any event complete such purchase or
sale within 68 hours after receiving approval. Access
Persons may purchase or sell the Company's stock or a
related security on a long only basis.

2. Form 4 is generally required to be filed with the SEC
within 2 business days following a purchase, sale,
transaction, gift (or receipt 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 or to his/her designee, 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 open-end 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.

(g) Exercises of options on the Company's stock pursuant
to a 10B5-1 Plan or during such "window," as the
Chief Compliance Officer shall have selected by
written announcement to the Company's employees and
directors.

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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:

o 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.

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

o 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.

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

o 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.

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o 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;

(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 holdings report must
file such report not later than 10 days after the
person becomes an Access Person (which
information must be current as of a date no more
than 45 days prior to the date 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.

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(b) Quarterly Transactions Report. Each Access
Person required to file a quarterly transaction
report must file such report not later than 30
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.

(c) Annual Holdings Report. An Access Person
required to file annually an annual holdings
report must file such report prior to February
14th of each year (such information to be current
as of December 31st of the prior 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 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
Access Person shall direct each of his or her
brokers, dealers, banks and similar
intermediaries to provide to the Chief Compliance
Officer 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. Each Access Person shall provide to
the Company for its records the name of the
broker, dealer or bank with or through which any
account was established in which any securities
were held for the direct or indirect benefit of
the Access Person, including the date the account
was established.

(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 period during which such person
was an Access Person during 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.

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(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.

(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:

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o The Company or the portfolio company is in registration;

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

o Access Persons have Material, Non-Public Information
about the Company or a portfolio company and have
communicated that fact to the Chief Compliance officer.

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. For
this purpose, "in registration" means from the time the Company
is aware that substantial steps have been taken toward a public
offering (including (i) engaging counsel to draft a registration
statement or supplement, (2) engaging in due diligence
activities with prospective underwriters, or (iii) determining
that capital needs or opportunities will likely result in a
decision to take shares "off the shelf" sometime in the next 60
days) until the offering has been completed.

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,
or his/her designee 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.

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(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.

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
Revised on October 29, 2004
Revised on November 3, 2005
Revised on November 2, 2006


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