**Exhibit 14.1**

**ATEL CAPITAL GROUP**

**CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND CHIEF**

**FINANCIAL AND OPERATING OFFICER**

**A. SCOPE**

This ATEL Capital Group Code of Ethics is applicable to the ATEL Capital Group’s Chief Executive Officer and Chief Financial and OperatingOfficer,, or persons acting in such capacity (collectively the “Covered Officers”), each of whom acts in such capacity on behalf of its affiliate, ATEL Financial Services, LLC, which is the general partner or manager, as the case may be,of each of the public limited partnerships and limited liability companies sponsored by the Company. ATEL Capital Group is referred to herein as the “Company,” ATEL Financial Services, LLC is referred to as “AFS” and thesponsored limited partnerships and limited liability companies are referred to herein as the “Funds” and each of them as a “Fund.” The board of directors of ATEL Leasing Corporation (“ALC”), an affiliate of the Companythat serves as the managing member of ATEL Financial Services, LLC, (“AFS”) the manager or general partner of each of the Funds, is the first board of directors in management succession for each Fund. 

Accordingly, under the Securities and Exchange Commission’s interpretation of its disclosure rules, the ATEL Leasing Corporation board of directors functions as thede facto audit committee for each Fund with respect to all procedural and disclosure requirements applicable to audit committees under Securities and Exchange Commission rules. The Company’s Board of Directors shall have oversightresponsibility over the activities of ALC’s Board of Directors for purposes of this Code of Ethics. 

**B. PURPOSE**

The Company is proud of the values with which it and its subsidiaries and affiliates conduct business. It has and will continue to uphold the highest levels of businessethics and personal integrity in all types of transactions and interactions. To this end, this Code of Ethics serves to (1) emphasize the Company’s commitment to ethics and compliance with the law; (2) set forth basic standards ofethical and legal behavior; (3) provide reporting mechanisms for known or suspected ethical or legal violations; and (4) help prevent and detect wrongdoing. This Code of Ethics is intended to augment and supplement the standard of ethicsand business conduct expected of all Company employees, and its limitation to Covered Officers is not intended to limit the obligation of all Company employees to adhere to the highest standards of business ethics and integrity in all transactionsand interactions conducted while in the Company’s employ. 

Given the variety and complexity of ethical questions that may arise in the course ofbusiness of the Company and its subsidiaries, this Code of Ethics serves only as a rough guide. Confronted with ethically ambiguous situations, the Covered Officers should remember the Company’s commitment to the highest ethical standards andseek independent advice, where necessary, to ensure that all actions they take on behalf of the Company and its subsidiaries honor this commitment. 

**C.ETHICS STANDARDS**

**1. Honest and Ethical Conduct**

TheCovered Officers shall behave honestly and ethically at all times and with all people. They shall act in good faith, with due care, and shall engage only in fair and open competition, by treating ethically competitors, suppliers, customers, andcolleagues. They shall not misrepresent facts or engage in illegal, unethical, or anti-competitive practices for personal or professional gain. 

**2.Conflicts of Interest**

This fundamental standard of honest and ethical conduct extends to the handling of conflicts of interest. The Covered Officersshall avoid any actual, potential, or apparent conflicts of interest with the Company and its subsidiaries and affiliates, including the Funds, and any personal activities, investments, or associations that might give rise to such conflicts. Theyshall not compete with or use the Company, any of its subsidiaries or a Fund for personal gain, self-deal, or take advantage of corporate or Fund opportunities. They shall act on behalf of the Company, its subsidiaries and the Funds free fromimproper influence or the 

appearance of improper influence on their judgment or performance of duties. A Covered Officer shall disclose any material transaction or relationship thatreasonably could be expected to give rise to such a conflict to the Company’s General Counsel or a member of the Company’s Board of Directors. No action may be taken with respect to such transaction or party unless and until theCompany’s Board of Directors has approved such action. 

Notwithstanding the foregoing, it is understood, as fully disclosed in the offering documentsfor each Fund, that AFS as manager or general partner of the Fund has certain inherent conflicts of interest. The provisions of each Fund’s Operating Agreement or Limited Partnership Agreement have been drafted to address the obligations,restrictions and limitations on the power and authority of AFS to manage each Fund’s affairs, including restrictions prohibiting or limiting the terms of any transactions in which conflicts of interest may arise. Furthermore, AFS has afiduciary duty to each Fund as its manager or general partner. It is therefore expressly understood by the Company and the Covered Officers that any and all actions by AFS and its personnel that comply with the provisions of a Fund’s OperatingAgreement or Limited Partnership Agreement, as the case may be, and are consistent with AFS’s fiduciary duty to the Fund, will not be considered material transactions or relationships which require disclosure or reporting under this Code ofEthics. 

**3. Timely and Truthful Disclosure**

In reportsand documents filed with or submitted to the Securities and Exchange Commission and other regulators by the Company, its subsidiaries or affiliates or a Fund, and in other public communications made by the Company, its subsidiaries or affiliates ora Fund, the Covered Officers shall make disclosures that are full, fair, accurate, timely, and understandable. The Covered Officers shall provide thorough and accurate financial and accounting data for inclusion in such disclosures. The CoveredOfficers shall not knowingly conceal or falsify information, misrepresent material facts, or omit material facts necessary to avoid misleading the Company’s, any of its subsidiaries’ or affiliates’ or a Fund’s independent publicauditors or investors. 

**4. Legal Compliance**

Inconducting the business of the Company, its subsidiaries and affiliates and the Funds, the Covered Officers shall comply with applicable governmental laws, rules, and regulations at all levels of government in the United States and in any non-U.S.jurisdiction in which the Company, any of its affiliates or subsidiaries or a Fund does business, as well as applicable rules and regulations of self-regulatory organizations of which the Company, any of its affiliates or subsidiaries or a Fund is amember. If the Covered Officer is unsure whether a particular action would violate an applicable law, rule, or regulation, he or she should seek the advice of inside counsel (if available), and, where necessary, outside counsel before undertakingit. 

**D. VIOLATIONS OF ETHICAL STANDARDS**

**1.Reporting Known or Suspected Violations**

The Covered Officers will promptly bring to the attention of the Company’s General Counsel or the Board ofDirectors any information concerning a material violation of any of the laws, rules or regulations applicable to the Company and the operation of its businesses, by the Company or any agent thereof, or of violation of this Code of Ethics. TheCompany’s General Counsel will investigate reports of violations and the findings communicated to the Company’s Board of Directors. 

**2.Accountability for Violations**

If the Company’s Board of Directors determines that this Code of Ethics has been violated, either directly, byfailure to report a violation, or by withholding information related to a violation, it may discipline the offending Covered Officer for non-compliance with penalties up to and including termination of employment. Violations of this Code of Ethicsmay also constitute violations of law and may result in criminal penalties and civil liabilities for the offending Covered Officer and the Company, its subsidiaries, affiliates or a Fund. 

 

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