Exhibit 11.1


SVG Capital plc (the "Company")
Code of Ethics

1. Introduction
The Board of  Directors  of SVG Capital Plc has adopted this code of ethics (the
"Code"),  which is applicable to all its Relevant  Officers to deter  wrongdoing
and to promote:-

      .   honest and ethical conduct, including the ethical handling of actual
          or apparent conflicts of interest between personal and professional
          relationships;

      .   the full, fair, accurate, timely and understandable disclosure of the
          Company's financial results in compliance with applicable accounting
          standards;

      .   promote compliance with applicable governmental laws, rules and
          regulations;

      .   the prompt internal reporting to an appropriate person identified in
          the Code of violations of the Code and accountability for adherence
          to, the Code.

2. Relevant Officers
The Code is applicable to:-

          The Chief Executive of SVG Advisers;
          The Principal Financial Officer;
          Directors and Executives employed by subsidiaries of SVG Capital plc

For the purposes of the Code, persons from time to time holding any of the
above positions shall be a Relevant Officer.


3. Honest and Ethical Conduct
Each Relevant Officer must:

     .   Engage in and promote honest and ethical conduct, including the
         ethical handling of actual or apparent conflicts of interest between
         personal and professional relationships;
     .   Comply with applicable laws, rules and regulations and accounting and
         auditing standards.
     .   Take all reasonable measures to protect the confidentiality of
         non-public information about SVG Capital plc or any subsidiary, and
         to prevent the unauthorised disclosure of such information unless
         required by applicable law or regulation or legal or regulatory
         process;
     .   Act in good faith, responsibly, with due care, competence, prudence
         and diligence, without misrepresenting material facts; and
     .   Adhere to a high standard of business ethics and not seek competitive
         advantage through unlawful or unethical business practices.

4. Disclosure
The  contents  of and the  disclosures  in the reports  and  documents  that the
Company files with the Securities and Exchange  Commission (the "SEC") and other
public  communications shall be full, fair, accurate,  timely and understandable
in accordance  with  applicable  disclosure  standards,  including  standards of
materiality, where appropriate.

Each  Relevant  Officer  must not  knowingly  misrepresent,  or cause  others to
misrepresent,  facts about the Company to others,  whether within or outside the
Company,  including to the Company's independent auditors, in relation to his or
her area of  responsibility,  properly  review and critically  analyse  proposed
disclosure for accuracy and completeness.

In addition,  the Chief  Executive of SVG Advisers and the  Principal  Financial
Officer, must familiarise themselves with the disclosure requirements applicable
to the Company as well as the business and financial operations of the Company.



5. Compliance
It is the  Company's  policy to comply with all  applicable  governmental  laws,
rules  and  regulations.  It is the  personal  responsibility  of each  Relevant
Officer  to,  and each  Relevant  Officer  must,  adhere  to the  standards  and
restrictions  imposed by those  laws,  rules and  regulations,  including  those
relating to accounting and auditing matters.

6. Reporting and Accountability
The Audit  Committee of the Board of SVG Capital Plc is responsible for applying
this Code to specific  situations in which questions are presented to it and has
the authority to interpret this Code in any particular  situation.  Any Relevant
Officer who becomes  aware of any existing or  potential  breach of this Code is
required to notify the Chairman of the Audit Committee  promptly.  Failure to do
so is itself a breach of this Code.

Each  Relevant  Officer  must not  retaliate  against  any  employee or Relevant
Officer for reports of potential violations that are made in good faith.

The Company will follow the following procedures in investigating and enforcing
this Code and in reporting on the Code:

    .   The Audit Committee will take all appropriate action to investigate any
        breaches reported to it.
    .   If the Audit Committee determines that a breach has occurred, it will
        inform the Board of Directors
    .   Upon being notified that a breach has occurred, the Board will take or
        authorise such disciplinary or preventive action as it deems
        appropriate, after consultation with the Audit Committee, up to and
        including dismissal or, in the event of criminal or other serious
        violations of law, notification of the SEC or other appropriate law
        enforcement authorities.
    .   Any changes to or waivers of this Code will be disclosed in the
        Company's annual report on Form 20-F.

7. Waivers
Any waiver (a material  departure  from a provision  of the Code) or an implicit
waiver  (failure to take action within a reasonable  period of time  regarding a
material  departure  from a provision of the Code that has been made known to an
executive  officer of the Company)  from a provision of this Code is required to
be disclosed in the Company's Annual Report on Form 20-F or a Report on Form 6-K
filed with the SEC.

8. Enquiries
All enquiries in relation to this Code or its applicability to particular people
or  situations  should be addressed to the Company  Secretary or the Chairman of
the Audit Committee.