UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549

FORM 10-Q

|        |                                                                                       |
|--------|---------------------------------------------------------------------------------------|
|   | QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACTOF 1934 |

FOR THE QUARTER ENDED MARCH 31,2005.

|        |                                                                                         |
|--------|-----------------------------------------------------------------------------------------|
|   | TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |

COMMISSION FILE NUMBER: 0-50398

TECHNOLOGYINVESTMENT CAPITAL CORP. (Exact name of registrant as specified initscharter)

|                               |  |                                     |  |  |  |  |
|-------------------------------|--|-------------------------------------|--|--|--|--|
| MARYLAND                      |  | 20-0188736                          |
| (Stateor other jurisdictionof |  | (I.R.S.Employer Identification No.) |
| incorporation ororganization) |  |                                |
|                               |

8 SOUND SHOREDRIVE, SUITE 255 GREENWICH, CONNECTICUT 06830 (Address ofprincipal executive office)

(203) 983-5275(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months and (2)has been subject to such filing requirements for the past 90 days.Yes      No  .

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule12 b-2 of the Exchange Act).Yes      No  .

Indicate the numberof shares outstanding of each of the issuer's classes of commonstock, as of the latest practicable date. The number of shares of theissuer's Common Stock, $0.01 par value, outstanding as of May 6,2005 was 13,323,431.

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TECHNOLOGYINVESTMENT CAPITAL CORP.

TABLE OFCONTENTS

|            |  |                                                                                                             |  |        |  |  |  |  |  |  |
|------------|--|-------------------------------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|
| PARTI.     |  | FINANCIAL INFORMATION                                                                                       |  | 3      |
| Item1.     |  | Financial Statements(Unaudited)                                                                             |  | 3      |
|       |  | Balance Sheets as ofMarch 31, 2005 and December 31,2004                                                     |  | 3      |
|       |  | Schedule of Investments asof March 31,2005                                                                  |  | 4      |
|       |  | Statementsof Operations for the three months ended March 31, 2005     and2004           |  | 6      |
|       |  | Statementsof Stockholders' Equity for the three months ended    March  31, 2005 and2004 |  | 7      |
|       |  | Statementsof Cash Flows for the three months ended March 31, 2005     and2004           |  | 8      |
|       |  | Notes to FinancialStatements                                                                                |  | 9      |
| Item2.     |  | Management's Discussionand Analysis of Financial Condition and     Results ofOperations |  | 13     |
|       |  | Overview                                                                                                    |  | 14     |
|       |  | CriticalAccounting Policies                                                                                 |  | 16     |
|       |  | Results ofOperations                                                                                        |  | 17     |
|       |  | Liquidity and CapitalResources                                                                              |  | 18     |
|       |  | RiskFactors                                                                                                 |  | 18     |
| Item 3.    |  | Quantitative andQualitative Disclosure About MarketRisk                                                     |  | 28     |
| Item 4.    |  | Controls andProcedures                                                                                      |  | 28     |
| PART II.   |  | OTHERINFORMATION                                                                                            |  | 29     |
| Item 1.    |  | LegalProceedings                                                                                            |  | 29     |
| Item2.     |  | Unregistered Sales of EquitySecurities and Use of Proceeds                                                  |  | 29     |
| Item3.     |  | Defaults Upon SeniorSecurities                                                                              |  | 29     |
| Item 4.    |  | Submission ofMatters to a Vote of SecurityHolders                                                           |  | 29     |
| Item 5.    |  | OtherInformation                                                                                            |  | 29     |
| Item6.     |  | Exhibits                                                                                                    |  | 29     |
| SIGNATURES |  |                                                                                                        |  |   |
|            |

2

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PARTI—FINANCIAL INFORMATION

TECHNOLOGY INVESTMENT CAPITALCORP. BALANCE SHEETS AS OF MARCH 31, 2005 AND DECEMBER 31,2004

|                                                                                                                               |  |               |             |                  |  |        |             |         |  |  |
|-------------------------------------------------------------------------------------------------------------------------------|--|---------------|-------------|------------------|--|--------|-------------|---------|--|--|
| ASSETS                                                                                                                        |
|                                                                                                                          |  | March31, 2005 |             | December 31,2004 |
|                                                                                                                          |  | (Unaudited)   |             | (Audited)        |
| ASSETS                                                                                                                        |  |          |        |             |  |   |        |    |
| Investments,at fair value (cost:$125,471,170 @ 3/31/05; $82,124,730 @12/31/04)                                                |  | $             | 125,471,170 |             |  | $      | 82,124,730  |    |
| Cashand cashequivalents                                                                                                       |  |          | 57,510,041  |             |  |   | 57,317,398  |    |
| Cashand cash equivalents pledged tocreditors                                                                                  |  |          | 9,990,611   |             |  |   | 0           |    |
| Interestreceivable – debtinvestments                                                                                    |  |          | 708,244     |             |  |   | 489,431     |    |
| Interestreceivable – cash and cashequivalents                                                                           |  |          | 5,174       |             |  |   | 7,538       |    |
| Prepaidexpenses                                                                                                               |  |          | 137,706     |             |  |   | 102,696     |    |
| Otherassets                                                                                                                   |  |          | 0           |             |  |   | 460,666     |    |
| TOTALASSETS                                                                                                                   |  | $             | 193,822,946 |             |  | $      | 140,502,459 |    |
| **LIABILITIESAND STOCKHOLDERS'EQUITY**                                                                                        |
| LIABILITIES                                                                                                                   |  |          |        |             |  |   |        |    |
| Accruedexpenses                                                                                                               |  | $             | 1,357,075   |             |  | $      | 940,922     |    |
| Accruedofferingexpenses                                                                                                       |  |          | 47,158      |             |  |   | 300,000     |    |
| Repurchaseagreement                                                                                                           |  |          | 9,989,000   |             |  |   | 0           |    |
| TotalLiabilities                                                                                                              |  |          | 11,393,233  |             |  |   | 1,240,922   |    |
| STOCKHOLDERS'EQUITY                                                                                                           |  |          |        |             |  |   |        |    |
| Common stock, $0.01par value, 100,000,000 shares authorized, and 13,323,431 and 10,157,848issued and outstanding,respectively |  |          | 133,234     |             |  |   | 101,578     |    |
| Capitalin excess of parvalue                                                                                                  |  |          | 181,599,704 |             |  |   | 139,410,302 |    |
| Accumulatednet investment income(loss)                                                                                        |  |          | 696,775     |             |  |   | (250,343    | )  |
| TotalStockholders'Equity                                                                                                      |  |          | 182,429,713 |             |  |   | 139,261,537 |    |
| TOTALLIABILITIES AND STOCKHOLDERS'EQUITY                                                                                      |  | $             | 193,822,946 |             |  | $      | 140,502,459 |    |
|                                                                                                                               |

SEEACCOMPANYING NOTES.

3

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TECHNOLOGY INVESTMENT CAPITAL CORP.SCHEDULE OF INVESTMENTS MARCH 31, 2005(UNAUDITED)

|                                       |  |                      |  |                                                                                                                                                  |  |        |            |        |  |              |            |        |  |        |            |        |  |  |  |  |  |  |
|---------------------------------------|--|----------------------|--|--------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|------------|--------|--|--------------|------------|--------|--|--------|------------|--------|--|--|--|--|--|--|
| COMPANY(1)                            |  | INDUSTRY             |  | INVESTMENT                                                                                                                                       |  | AMOUNT |            | COST   |  | FAIRVALUE(2) |
| QuestiaMedia,Inc.                     |  | digitalmedia         |  | seniorsecured notes(3)(4)    (12%, due Jan. 28,2009)                                                                         |  | $      | 9,737,320  |   |  | $            | 9,737,320  |   |  | $      | 9,737,320  |   |
| MortgageIT,Inc.                       |  | financial services   |  | senior securednotes    (7.5%, due March 29,2007)                                                                             |  | $      | 15,000,000 |   |  |         | 15,000,000 |   |  |   | 15,000,000 |   |
| Advanced                              |  | medical services     |  | senior securednotes (5)                                                                                                                          |  | $      | 10,000,000 |   |  |         | 10,000,000 |   |  |   | 10,000,000 |   |
| Aesthetics                            |  |                 |  | (12%,due March 31, 2009)                                                                                                                         |  |   |       |   |  |         |       |   |  |   |       |   |
| Institute                             |  |                 |  | warrantsto purchase                                                                                                                              |  |   |       |   |  |         |       |   |  |
|                                  |  |                 |  |     commonstock(9)                                                                                                           |  |   |       |   |  |         | —    |   |  |   | —    |   |
| TheEndurance International Group,Inc. |  | webhosting           |  | senior secured notes(4)(5)(6)    (10.0%, due July 23, 2009) warrants topurchase    convertible preferred |  | $      | 7,000,000  |   |  |         | 6,870,477  |   |  |   | 6,870,477  |   |
|                                  |  |                 |  |     stock(9)                                                                                                                 |  |   |       |   |  |         | 151,475    |   |  |   | 151,475    |   |
| DirectRevenue, LLC                    |  | internet advertising |  | seniorsecured notes (6)(7)    (12%, due Aug. 19,2007)warrants topurchase                                                     |  | $      | 5,020,000  |   |  |         | 4,874,674  |   |  |   | 4,874,674  |   |
|                                  |  |                 |  |     common units(9)                                                                                                          |  |   |       |   |  |         | 240,000    |   |  |   | 240,000    |   |
| Avue Technologies Corp.               |  | software             |  | seniorsecured notes(6)(7)(10)    (15%, due April 30,2005)                                                                    |  | $      | 1,250,000  |   |  |         | 1,248,691  |   |  |   | 1,248,691  |   |
|                                  |  |                 |  | warrantstopurchase                                                                                                                               |  |   |       |   |  |         |       |   |  |   |       |   |
|                                  |  |                 |  |     commonunits (9)                                                                                                          |  |   |       |   |  |         | 13,000     |   |  |   | 13,000     |   |
| TrenStar Inc.                         |  | logistics technology |  | seniorsecured notes (3)(5)    (10.5%, due Sept. 1,2009)                                                                      |  | $      | 15,793,346 |   |  |         | 15,793,346 |   |  |   | 15,793,346 |   |
|                                  |  |                 |  | warrants to purchase    convertiblepreferred                                                                                 |  |
|                                  |  |                 |  |       stock(9)                                                                                                     |  |   |       |   |  |         | —    |   |  |   | —    |   |
| 3001,Inc.                             |  | geospatial imaging   |  | senior unsecured notes(5)    (10.0%, due Oct. 1,2010)                                                                        |  | $      | 10,000,000 |   |  |         | 10,000,000 |   |  |   | 10,000,000 |   |
|                                  |  |                 |  | preferredstock(8)(9)                                                                                                                             |  |   |       |   |  |         | 2,000,000  |   |  |   | 2,000,000  |   |
|                                  |  |                 |  | commonstock(8)(9)                                                                                                                                |  |   |       |   |  |         | 1,000,000  |   |  |   | 1,000,000  |   |
| eXactAdvertising, LLC                 |  | internet advertising |  | senior securednotes(4)(5)(6)     (10.11%, due Nov. 24,2009)                                                                  |  | $      | 5,000,000  |   |  |         | 4,695,735  |   |  |   | 4,695,735  |   |
|                                  |  |                 |  | warrants topurchase                                                                                                                              |  |   |       |   |  |
|                                  |  |                 |  |     commonunits(9)                                                                                                           |  |   |       |   |  |         | 339,000    |   |  |   | 339,000    |   |
|                                       |

(Continuedon next page)

SEE ACCOMPANYING NOTES

4

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TECHNOLOGY INVESTMENT CAPITAL CORP.SCHEDULE OF INVESTMENTS, Continued MARCH 31, 2005(UNAUDITED)

|                              |  |                                                  |  |                                                                                                         |  |        |            |        |  |              |             |        |  |        |             |        |  |  |  |  |  |  |
|------------------------------|--|--------------------------------------------------|--|---------------------------------------------------------------------------------------------------------|--|--------|------------|--------|--|--------------|-------------|--------|--|--------|-------------|--------|--|--|--|--|--|--|
| COMPANY(1)                   |  | INDUSTRY                                         |  | INVESTMENT                                                                                              |  | AMOUNT |            | COST   |  | FAIRVALUE(2) |
| WinZipComputing,Inc.         |  | software                                         |  | seniorsecured notes    (9.0%, due June 30,2005)                                     |  | $      | 15,000,000 |   |  | $            | 15,000,000  |   |  | $      | 15,000,000  |   |
| Segovia,Inc.                 |  | satellite     communications |  | senior securednotes (5)(6)     (10.0%, due Feb. 8,2010)                             |  | $      | 15,000,000 |   |  |         | 14,747,452  |   |  |   | 14,747,452  |   |
|                         |  |                                             |  | warrantsto purchase     common stock(9)                                             |  |   |       |   |  |         | 260,000     |   |  |   | 260,000     |   |
| WHITTMANHART,Inc.            |  | IT consulting                                    |  | senior secured notes (4)(5)    (10.25%, due March 23,     2010) |  | $      | 5,000,000  |   |  |         | 5,000,000   |   |  |   | 5,000,000   |   |
|                         |  |                                             |  | warrantsto purchase     common stock (9)                                            |  |   |       |   |  |         | —     |   |  |   | —     |   |
|                         |  |                                             |  | preferredstock(9)                                                                                       |  |   |       |   |  |         | 476,000     |   |  |   | 476,000     |   |
|                         |  |                                             |  | warrantsto purchase    preferred stock(9)                                           |  |   |       |   |  |         | 24,000      |   |  |   | 24,000      |   |
| CrystalTechWeb Hosting, Inc. |  | webhosting                                       |  | senior securednotes(5)    (10.0%, due March 28,2010)                                |  | $      | 8,000,000  |   |  |         | 8,000,000   |   |  |   | 8,000,000   |   |
| Totalinvestments             |  |                                             |  |                                                                                                    |  |   |       |   |  | $            | 125,471,170 |   |  | $      | 125,471,170 |   |
|                              |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                                                              |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Wedo not "control" and are not an"affiliate" of any of our portfoliocompanies, each as defined in the Investment Company Act of 1940 (the"1940 Act"). In general, under the 1940 Act,we would "control" a portfolio company if weowned 25% or more of its voting securities and would be an"affiliate" of a portfolio company if weowned 5% or more of its votingsecurities. |

|     |                                                                                |
|-----|--------------------------------------------------------------------------------|
| (2) | Fair valueis determined in good faith by the Board of Directors of theCompany. |

|     |                                             |
|-----|---------------------------------------------|
| (3) | Investmentincludes payment-in-kindinterest. |

|     |                                                                                                                           |
|-----|---------------------------------------------------------------------------------------------------------------------------|
| (4) | Transactionalso includes a commitment for additional notes and warrants uponsatisfaction of certain specified conditions. |

|     |                                       |
|-----|---------------------------------------|
| (5) | Notes bear interest at variablerates. |

|     |                                                                 |
|-----|-----------------------------------------------------------------|
| (6) | Cost and fairvalue reflect accretion of original issuediscount. |

|     |                                                   |
|-----|---------------------------------------------------|
| (7) | Cost and fairvalue reflect repayment ofprincipal. |

|     |                                                                                            |
|-----|--------------------------------------------------------------------------------------------|
| (8) | Preferredstock and common stock indirectly held through limited liabilitycompanyinterests. |

|     |                                                |
|-----|------------------------------------------------|
| (9) | Non-incomeproducing at the relevant periodend. |

|      |                                                                                                                                                         |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| (10) | EffectiveFebruary 15, 2005, maturity date was changed to April 30, 2005,consistent with the elimination of $5 million in additional capitalcommitments. |

|      |                                                                                                                                                                                                                                                              |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (11) | As apercentage of net assets at March 31, 2005, investments at fair valueare categorized as follows: senior secured notes (60.8%), seniorunsecured notes (5.5%), preferred stock (1.4%), commonstock (.5%), and warrants to purchase equity securities(.6%). |

|      |                                                                                                |
|------|------------------------------------------------------------------------------------------------|
| (12) | For taxpurposes, the cost basis of the portfolio investments at March 31, 2005is $125,471,170. |

SEE ACCOMPANYINGNOTES

5

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TECHNOLOGY INVESTMENT CAPITAL CORP.STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2005AND 2004 (UNAUDITED)

|                                                                                          |  |                                 |            |                                 |  |        |            |         |  |  |
|------------------------------------------------------------------------------------------|--|---------------------------------|------------|---------------------------------|--|--------|------------|---------|--|--|
|                                                                                     |  | ThreeMonths EndedMarch 31, 2005 |            | Three Months EndedMarch31, 2004 |
| INVESTMENTINCOME                                                                         |  |                            |       |                            |  |   |       |    |
| Interest income– debtinvestments                                                   |  | $                               | 3,194,512  |                            |  | $      | 176,997    |    |
| Interestincome – cash and cashequivalents                                          |  |                            | 345,112    |                            |  |   | 286,190    |    |
| Otherincome                                                                              |  |                            | 690,205    |                            |  |   | 450,000    |    |
| TotalInvestmentIncome                                                                    |  |                            | 4,229,829  |                            |  |   | 913,187    |    |
| EXPENSES                                                                                 |  |                            |       |                            |  |   |       |    |
| Salariesandbenefits                                                                      |  |                            | 89,110     |                            |  |   | 46,338     |    |
| Investmentadvisoryfees                                                                   |  |                            | 799,644    |                            |  |   | 689,182    |    |
| Professionalfees                                                                         |  |                            | 408,358    |                            |  |   | 109,508    |    |
| Insurance                                                                                |  |                            | 24,768     |                            |  |   | 20,020     |    |
| Directors'fees                                                                           |  |                            | 32,250     |                            |  |   | 32,250     |    |
| Transferagent and custodianfees                                                          |  |                            | 32,650     |                            |  |   | 21,706     |    |
| Generalandadministrative                                                                 |  |                            | 37,639     |                            |  |   | 39,780     |    |
| TotalExpenses                                                                            |  |                            | 1,424,419  |                            |  |   | 958,784    |    |
| NETINVESTMENT INCOME(LOSS)                                                               |  | $                               | 2,805,410  |                            |  | $      | (45,597    | )  |
| NETINCREASE (DECREASE) IN STOCKHOLDERS' EQUITY RESULTING FROMOPERATIONS                  |  | $                               | 2,805,410  |                            |  | $      | (45,597    | )  |
| Netincrease (decrease) in stockholders' equity resulting fromoperations per commonshare: |  |                            |       |                            |  |   |       |    |
| Basic andDiluted                                                                         |  | $                               | 0.23       |                            |  | $      | (0.005     | )  |
| Weightedaverage shares of common stockoutstanding:                                       |  |                            |       |                            |  |   |       |    |
| Basic andDiluted                                                                         |  |                            | 12,443,224 |                            |  |   | 10,000,100 |    |
|                                                                                          |

SEEACCOMPANYING NOTES.

6

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TECHNOLOGY INVESTMENT CAPITAL CORP.STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE THREE MONTHSENDED MARCH 31, 2005 AND 2004 (UNAUDITED)

|                                                                         |  |             |            |                               |  |                 |         |                         |  |        |             |        |  |        |            |         |  |        |             |         |  |  |
|-------------------------------------------------------------------------|--|-------------|------------|-------------------------------|--|-----------------|---------|-------------------------|--|--------|-------------|--------|--|--------|------------|---------|--|--------|-------------|---------|--|--|
|                                                                    |  | CommonStock |            | Capital in Excess of ParValue |  | Undist.Earnings |         | TotalStockholdersEquity |
|                                                                    |  | Shares      |            | Amount                        |  |
| Balanceat December 31,2003                                              |  |        | 10,000,100 |                          |  | $               | 100,001 |                    |  | $      | 138,189,832 |   |  | $      | (320,206   | )  |  | $      | 137,969,627 |    |
| Netdecrease in stockholders' equity resulting fromoperations            |  |        | —    |                          |  |            | — |                    |  |   | —     |   |  |   | (45,597    | )  |  |   | (45,597     | )  |
| Dividendsdeclared ($0.10 pershare)                                      |  |        | —    |                          |  |            | — |                    |  |   | —     |   |  |   | (1,000,010 | )  |  |   | (1,000,010  | )  |
| Balanceat March 31,2004                                                 |  |        | 10,000,100 |                          |  | $               | 100,001 |                    |  | $      | 138,189,832 |   |  | $      | (1,365,813 | )  |  | $      | 136,924,020 |    |
| Balanceat December 31,2004                                              |  |        | 10,157,848 |                          |  |            | 101,578 |                    |  |   | 139,410,302 |   |  |   | (250,343   | )  |  |   | 139,261,537 |    |
| Netincrease in stockholders' equity resulting fromoperations            |  |        | —    |                          |  |            | — |                    |  |   | —     |   |  |   | 2,805,410  |    |  |   | 2,805,410   |    |
| Sharesissued in rights offering (net of offering expenses of$2,234,872) |  |        | 3,115,666  |                          |  |            | 31,157  |                    |  |   | 41,443,649  |   |  |   | —    |    |  |   | 41,474,806  |    |
| Sharesissued in connection with dividendreinvestment                    |  |        | 49,917     |                          |  |            | 499     |                    |  |   | 745,753     |   |  |   | —    |    |  |   | 746,252     |    |
| Dividendsdeclared ($0.14 pershare)                                      |  |        | —    |                          |  |            | — |                    |  |   | —     |   |  |   | (1,858,292 | )  |  |   | (1,858,292  | )  |
| Balanceat March 31,2005                                                 |  |        | 13,323,431 |                          |  | $               | 133,234 |                    |  | $      | 181,599,704 |   |  | $      | 696,775    |    |  | $      | 182,429,713 |    |
|                                                                         |

SEEACCOMPANYING NOTES

7

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TECHNOLOGY INVESTMENT CAPITAL CORP.STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2005AND2004(UNAUDITED)

|                                                                                                                                                         |  |                                 |             |                                |  |        |             |         |  |  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|--|---------------------------------|-------------|--------------------------------|--|--------|-------------|---------|--|--|
|                                                                                                                                                    |  | ThreeMonths EndedMarch 31, 2005 |             | Three Months EndedMarch31,2004 |
|                                                                                                                                                    |  |                            |        |                           |  |   |        |    |
| CASHFLOWS FROM OPERATINGACTIVITIES                                                                                                                      |  |                            |        |                           |  |   |        |    |
| Net increase(decrease) in stockholders' equity resulting fromoperations                                                                                 |  | $                               | 2,805,410   |                           |  | $      | (45,597     | )  |
| Adjustmentsto reconcile net increase (decrease) in stockholders' equityresulting from operations to net cash provided by (used in) operatingactivities: |  |                            |        |                           |  |   |        |    |
| Increase ininvestments due to PIKinterest                                                                                                               |  |                            | (1,214,620  | )                         |  |   | (167,869    | )  |
| (Increase)decrease in interestreceivable                                                                                                                |  |                            | (216,449    | )                         |  |   | 10,729      |    |
| (Increase)decrease in prepaidexpenses                                                                                                                   |  |                            | (35,010     | )                         |  |   | 4,635       |    |
| Decreasein otherassets                                                                                                                                  |  |                            | 460,666     |                           |  |   | 0           |    |
| Amortizationofdiscounts                                                                                                                                 |  |                            | (80,345     | )                         |  |   | 0           |    |
| Increasein accrued expenses and otherliabilities                                                                                                        |  |                            | 163,311     |                           |  |   | 96,394      |    |
| NetCash Provided By (Used In) OperatingActivities                                                                                                       |  |                            | 1,882,963   |                           |  |   | (101,708    | )  |
| CASHFLOWS FROM INVESTINGACTIVITIES                                                                                                                      |  |                            |        |                           |  |   |        |    |
| Purchases ofinvestments                                                                                                                                 |  |                            | (43,501,475 | )                         |  |   | (33,000,000 | )  |
| Repaymentsofprincipal                                                                                                                                   |  |                            | 1,450,000   |                           |  |   | 0           |    |
| NetCash Used in InvestingActivities                                                                                                                     |  |                            | (42,051,475 | )                         |  |   | (33,000,000 | )  |
| CASHFLOWS FROM FINANCINGACTIVITIES                                                                                                                      |  |                            |        |                           |  |   |        |    |
| Net proceedsfrom the issuance of commonstock                                                                                                            |  |                            | 43,709,678  |                           |  |   | 0           |    |
| Offeringexpenses from the issuance of commonstock                                                                                                       |  |                            | (2,234,872  | )                         |  |   | 0           |    |
| Amountborrowed under repurchaseagreement                                                                                                                |  |                            | 9,989,000   |                           |  |   | 0           |    |
| Dividendspaid                                                                                                                                           |  |                            | (1,112,040  | )                         |  |   | 0           |    |
| NetCash Provided By FinancingActivities                                                                                                                 |  |                            | 50,351,766  |                           |  |   | 0           |    |
| NETINCREASE (DECREASE) IN CASH AND CASHEQUIVALENTS                                                                                                      |  |                            | 10,183,254  |                           |  |   | (33,101,708 | )  |
| CASHAND CASH EQUIVALENTS, BEGINNING OFPERIOD                                                                                                            |  |                            | 57,317,398  |                           |  |   | 138,228,765 |    |
| CASHAND CASH EQUIVALENTS, END OFPERIOD                                                                                                                  |  | $                               | 67,500,652  |                           |  | $      | 105,127,057 |    |
| NON-CASHFINANCING ACTIVITIES                                                                                                                            |  |                            |        |                           |  |   |        |    |
| Sharesissued in connection with dividend reinvestmentplan                                                                                               |  | $                               | 746,252     |                           |  |   | none        |    |
|                                                                                                                                                         |

SEEACCOMPANYING NOTES

8

----

TECHNOLOGYINVESTMENT CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS MARCH31, 2005 (UNAUDITED)

NOTE 1.    UNAUDITED INTERIMFINANCIAL STATEMENTS

Interim financialstatements of Technology Investment Capital Corp.("TICC" or the"Company") are prepared in accordance withgenerally accepted accounting principles("GAAP") for interim financial informationand pursuant to the requirements for reporting on Form 10-Q and Article10 of Regulation S-X. Accordingly, certain disclosures accompanyingannual financial statements prepared in accordance with GAAP areomitted. In the opinion of management, all adjustments, consistingsolely of normal recurring accruals, necessary for the fairpresentation of financial statements for the interim periods have beenincluded. The current period's results of operations are notnecessarily indicative of results that may be achieved for the year.The interim financial statements and notes thereto should be read inconjunction with the financial statements and notes thereto included inthe Company's Form 10-K for the year ended December 31, 2004, asfiled with the Securities and Exchange Commission.

NOTE2.    ORGANIZATION

TICC was incorporated under the GeneralCorporation Laws of the State of Maryland on July 21, 2003. The Companyhas elected to be treated as a business development company under theInvestment Company Act of 1940, as amended (the "1940Act"). In addition, the Company has elected to be treatedfor tax purposes as a regulated investment company("RIC") under the Internal Revenue Code of1986, as amended (the "Code"). TheCompany's investment objective is to maximize its total return,principally by investing in the debt and/or equity securities oftechnology-related companies.

TICC's investment activitiesare managed by Technology Investment Management, LLC("TIM"), a registered investment adviserunder the Investment Advisers Act of 1940, as amended. BDC Partners,LLC ("BDC Partners") is the managing memberof the Adviser and serves as the administrator of TICC.

NOTE3.    INVESTMENT VALUATION

The Company carries itsinvestments at fair value, as determined in good faith by the Board ofDirectors. Securities that are publicly traded are valued at theclosing price on the valuation date.   Debt and equity securitiesthat are not publicly traded are valued at fair value as determined ingood faith by the Board of Directors. Beginning in March  2004,the Company engaged an independent valuation firm to performindependent valuations of its investments.   The Board ofDirectors uses the recommended valuations as prepared by theindependent valuation firm as a component of the foundation for thefinal fair value determination.   In making such determination,the Board of Directors values non-convertible debt securities at costplus amortized original issue discount plus payment-in-kind("PIK") interest, if any, unless adversefactors lead to a determination of a lesser valuation.   Due tothe uncertainty inherent in the valuation process, such estimates offair value may differ significantly from the values that would haveresulted had a readily available market for the securities existed, andthe differences could be material. Additionally, changes in the marketenvironment and other events that may occur over the life of theinvestments may cause the gains or losses ultimately realized on theseinvestments to be different than the valuation currently assigned.

NOTE 4.    EARNINGS PER SHARE

The following table setsforth the computation of basic and diluted net increase (decrease) instockholders' equity resulting from operations per share for theperiod ended March 31, 2005 and 2004, respectively:

9

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|                                                                                                           |  |                                 |            |                                 |  |        |            |         |  |  |
|-----------------------------------------------------------------------------------------------------------|--|---------------------------------|------------|---------------------------------|--|--------|------------|---------|--|--|
|                                                                                                      |  | ThreeMonths EndedMarch 31, 2005 |            | Three Months EndedMarch31, 2004 |
| Numerator for basic and diluted income(loss) pershare                                                     |  | $                               | 2,805,410  |                            |  | $      | (45,597    | )  |
| Denominatorfor basic and diluted income (loss) per share — weighted averageshares                   |  |                            | 12,443,224 |                            |  |   | 10,000,100 |    |
| Basicand diluted net increase (decrease) in stockholders' equityresulting from operations per commonshare |  | $                               | 0.23       |                            |  | $      | (0.005     | )  |
|                                                                                                           |

NOTE5.    RELATED PARTY TRANSACTIONS

The Company'sinvestment activities are managed by its investment adviser, TIM,pursuant to an investment advisory agreement. TIM is owned by BDCPartners, its managing member, and Royce & Associates, LLC.Jonathan Cohen, our chief executive officer, and Saul Rosenthal, ourpresident and chief operating officer, are the members of BDC Partners,and Charles M. Royce, our non-executive chairman, is the president ofRoyce & Associates, LLC. For the three months ended March 31, 2005and 2004, respectively, TICC incurred investment advisory fees of$799,644 and $689,182, of which $799,644 and $235,226 remained payableto TIM at the end of each respective quarter. Pursuant to the terms ofits administration agreement with BDC Partners, for the quarters endedMarch 31, 2005 and 2004, respectively, TICC incurred $89,110 and$46,338 in compensation expenses for employees allocated to theadministrative activities of TICC, of which $18,253 and $8,865 remainedpayable at end of the respective quarter, and incurred $11,619 and$1,856 for reimbursement of facility costs allocated to TICC, of whichamounts $0 and $1,856, respectively, remained payable to BDC Partnersat the end of each period.

NOTE 6.    DIVIDENDS

TheCompany intends to continue to operate so as to qualify to be taxed asa RIC under the Internal Revenue Code and, as such, would not besubject to federal income tax on the portion of its taxable income andgains distributed to stockholders. To qualify as a RIC, the Company isrequired, among other requirements, to distribute at least 90%of its investment company taxable income, as defined by the Code. Theamount to be paid out as a dividend is determined by the Board ofDirectors each quarter and is based upon the annual earnings estimatedby the management of the Company. To the extent the Company'searnings fall below management's annual estimate, however, aportion of the total amount of the Company's dividends for thefiscal year may be deemed a tax return of capital to theCompany's stockholders.

On March 31, 2005, the Companypaid a dividend of $0.14 per share. On April 27, 2005, the Board ofDirectors declared a dividend of $0.20 per share for the secondquarter, payable on June 30, 2005 to shareholders of record as ofJune  10, 2005.

The Company has a dividend reinvestmentplan under which all distributions are paid to stockholders in the formof additional shares unless a stockholder elects to receive cash.

NOTE 7.    NET ASSET VALUE PER SHARE

The Company'snet asset value per share at March 31, 2005 was $13.69, and at December31, 2004 was $13.71. In determining the Company's net asset valueper share, the Board of Directors determined in good faith the netasset value of the Company's portfolio investments for which nopublic trading market exists.

NOTE 8.    PAYMENT-IN-KINDINTEREST

The Company has investments in its portfolio whichcontain a PIK provision. The PIK interest is added to the principalbalance of the investment and is recorded as interest income. Tomaintain its status as a RIC, this income must be paid out tostockholders in the form of dividends, even though the Company has notcollected any cash. For the three months ended March  31, 2005and 2004, respectively, the Company had $1,214,620 and $167,869 in PIKinterest.

10

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In addition, the Company recorded originalissue discount ("OID") income ofapproximately $80,345 for the three months ended March 31, 2005,representing the amortization of the discounted cost attributed tocertain debt securities purchased by the Company in connection with theissuance of warrants. The Company had no OID income for the threemonths ended March  31, 2004.

NOTE 9.    OTHERINCOME

Other income includes primarily closing fees, ororigination fees, associated with investments in portfolio companies.Such fees are normally paid at closing of the Company'sinvestments, are fully earned and non-refundable, and are generallynon-recurring. For the three months ended March 31, 2005 and 2004,other income totalled approximately $690,205 and $450,000,respectively.

The 1940 Act requires that a business developmentcompany make available managerial assistance to its portfoliocompanies. The Company may receive fee income for managerial assistanceit renders to portfolio companies in connection with its investments.For the three months ended March  31, 2005 and 2004,respectively, the Company received no fee income for managerialassistance.

NOTE 10.    FINANCIAL HIGHLIGHTS

Financial highlights for the three month periods ended March 31,2005 and 2004 are as follows:

|                                                                 |  |                                 |             |                                 |  |        |             |                        |  |  |
|-----------------------------------------------------------------|--|---------------------------------|-------------|---------------------------------|--|--------|-------------|------------------------|--|--|
|                                                            |  | ThreeMonths EndedMarch 31, 2005 |             | Three Months EndedMarch31, 2004 |
|                                                            |  | (unaudited)                     |             | (unaudited)                     |
| **Per ShareData(1)**                                            |  |
| Netasset value at beginning ofperiod                            |  | $                               | 13.71       |                            |  | $      | 13.80       |                   |
| Net investmentincome (loss)                                     |  |                            | 0.23        |                            |  |   | (0.01       | )												(2)  |
| Distributions from net investmentincome                         |  |                            | (0.14       | )                          |  |   | (0.10       | )                 |
| Effect ofshares issued, net of offeringexpenses                 |  |                            | (0.11       | )                          |  |   | 0.00        |                   |
| Netasset value at end ofperiod                                  |  | $                               | 13.69       |                            |  | $      | 13.69       |                   |
| Pershare market value at beginning ofperiod                     |  | $                               | 15.01       |                            |  | $      | 15.55       |                   |
| Per sharemarket value at end ofperiod                           |  |                            | 14.95       |                            |  |   | 14.59       |                   |
| Totalreturn(3)(4)                                               |  |                            | 0.53        | %                          |  |   | (5.53       | )%                |
| Sharesoutstanding at end ofperiod                               |  |                            | 13,323,431  |                            |  |   | 10,000,100  |                   |
| **Ratios/SupplementalData**                                     |  |
| Net assets atend ofperiod                                       |  | $                               | 182,429,713 |                            |  | $      | 136,924,020 |                   |
| Averagenetassets                                                |  | $                               | 167,291,396 |                            |  | $      | 137,691,189 |                   |
| Ratioof expenses to average net assets -annualized              |  |                            | 3.41        | %                          |  |   | 2.74        | %                 |
| Ratioof net investment income to average net assets -annualized |  |                            | 6.71        | %                          |  |   | (0.13       | )%                |
|                                                                 |

|  |
|--|
|  |  |
|  |

|     |                      |
|-----|----------------------|
| (1) | Basicper share data. |

|     |                                                                          |
|-----|--------------------------------------------------------------------------|
| (2) | Represents pershare net investment loss for the period ($.005), rounded. |

|     |                        |
|-----|------------------------|
| (3) | Amount not annualized. |

|     |                                                                                                                                              |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------|
| (4) | Total return equals the increase/decreaseof the ending market value per share plus dividends divided by thebeginning market value per share. |

11

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NOTE 11.    CASH AND CASHEQUIVALENTS

At March 31, 2005 and December 31, 2004,respectively, cash and cash equivalents consistedof:

|                                               |  |              |            |                  |  |        |            |        |  |  |
|-----------------------------------------------|--|--------------|------------|------------------|--|--------|------------|--------|--|--|
|                                          |  | March31,2005 |            | December 31,2004 |
| UBSSelect Money MarketFund                    |  | $            | 2,038,431  |             |  |   | 2,026,577  |   |
| EurodollarTime Deposit (due 4/1/05 and1/3/05) |  |         | 12,450,000 |             |  |   | 1,200,000  |   |
| EurodollarTime Deposit (due1/4/05)            |  |         | —    |             |  |   | 24,000,000 |   |
| U.S.Treasury Bill (due 4/1/05 and1/13/05)     |  |         | 42,981,797 |             |  |   | 29,984,300 |   |
| U.S.Treasury Bill (due4/14/05)                |  |         | 9,990,611  |             |  |   | —    |   |
|                                          |  |         |       |             |  |   |       |   |
| TotalCashEquivalents                          |  |         | 67,460,839 |             |  |   | 57,210,877 |   |
| Cash                                          |  |         | 39,813     |             |  |   | 106,521    |   |
|                                          |  |         |       |             |  |   |       |   |
| Cashand CashEquivalents                       |  | $            | 67,500,652 |             |  |   | 57,317,398 |   |
|                                          |  |         |       |             |  |   |       |   |
|                                               |

NOTE12.    COMMITMENTS

As of March 31, 2005, the Company hadissued commitments to purchase additional debt investments and/orwarrants from certain portfolio companies, contingent upon theirmeeting agreed-upon financial milestones. Total commitments were issuedto Questia ($2 million), Endurance International Group ($3 million),eXact Advertising ($10 million), and WHITTMANHART ($7million). On April 7, 2005, an additional commitment of $5 million wasissued to Endurance International Group.

NOTE13.    REPURCHASE AGREEMENT

On March 30, 2005, the Companyentered into a repurchase agreement (the "RepurchaseAgreement") with State Street Bank & Trust for$9,989,000, which agreement was settled on April 1, 2005. A repurchaseagreement is a form of collateralized borrowing under which a companysells a security to another party for cash and at the same time commitsto repurchase that security at a later date for a stated price plusinterest. The Repurchase Agreement was recorded at cost and was fullycollateralized by a United States Treasury Bill with a carrying valueof $9,990,611, maturing on April 14, 2005 and bearing interest at2.6%. The interest rate on the Repurchase Agreement was3.0% for a cost of $1,665.

NOTE 14.    SUBSEQUENTEVENTS

On April 12, 2005 the Company completed an $8 millioninvestment in Falcon Communications, Inc., a global provider of mobileand fixed satellite communications services. The investment consists of$6 million in senior unsecured notes and $2 million in commonstock.

On April 7, 2005 the Company increased the commitment foradditional senior secured notes to Endurance International Group by $5million to a total of $8 million. In addition, on April 21, April 29and May 5, 2005, Endurance drew down $1.0 million, $1.7 million and$3.3 million, respectively, against the existing commitment for seniorsecured notes.

On April  27, 2005, the Board of Directorsdeclared a cash dividend of $0.20 per share to holders of record onJune 10, 2005, payable on June 30, 2005.

On April 29, 2005, theCompany completed a $5 million investment in senior secured notesissued by Climax Group Inc., and warrants issued by its parent, ClimaxGroup Limited, which will also serve as a guarantor of the seniorsecured notes. Climax Group Inc. is a video game developer that isheadquartered in Los Angeles, CA with offices in theU.K.

12

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ITEM 2.    MANAGEMENT'SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS.

FORWARD-LOOKING STATEMENTS

The informationcontained in this section should be read in conjunction with theSelected Financial Data and Other Data, and our Financial Statementsand notes thereto appearing elsewhere in this Quarterly Report. ThisQuarterly Report, including the Management's Discussion andAnalysis of Financial Condition and Results of Operations, containsforward-looking statements that involve substantial risks anduncertainties. These forward-looking statements are not historicalfacts, but rather are based on current expectations, estimates andprojections about our industry, our beliefs, and our assumptions. Wordssuch as "anticipates","expects","intends", "plans","believes","seeks", and"estimates" and variations of these words andsimilar expressions are intended to identify forward-lookingstatements. These statements are not guarantees of future performanceand are subject to risks, uncertainties, and other factors, some ofwhich are beyond our control and difficult to predict and could causeactual results to differ materially from those expressed or forecastedin the forward-looking statements including without limitation:

|              |                                                                                  |
|--------------|----------------------------------------------------------------------------------|
| •  | economic downturns or recessions mayimpair our portfolio companies' performance; |

|              |                                                                                                                                      |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------|
| •  | a contraction of available credit and/oran inability to access the equity markets could impair our lending andinvestment activities; |

|              |                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------|
| •  | the risksassociated with the possible disruption in the Company'soperations due to terrorism; and |

|              |                                                                                                                                                                                       |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | therisks, uncertainties and other factors we identify from time to time inour filings with the Securities and Exchange Commission, including ourForm 10-Ks, Form 10-Qs and Form 8-Ks. |

Although we believe thatthe assumptions on which these forward-looking statements are based arereasonable, any of those assumptions could prove to be inaccurate, andas a result, the forward-looking statements based on those assumptionsalso could be incorrect. In light of these and other uncertainties, theinclusion of a projection or forward-looking statement in thisQuarterly Report should not be regarded as a representation by us thatour plans and objectives will be achieved. You should not place unduereliance on these forward-looking statements, which apply only as ofthe date of this Quarterly Report. We undertake no obligation to updatesuch statements to reflect subsequent events.

The followinganalysis of our financial condition and results of operations should beread in conjunction with our financial statements and the notes theretocontained elsewhere in this report.

13

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OVERVIEW

Our investment objective is to maximize our portfolio's totalreturn, principally by investing in the debt and/or equity securitiesof technology-related companies. Our primary focus is seeking currentincome through investment in non-public debt and long-term capitalappreciation by acquiring accompanying warrants or other equitysecurities. We may also invest in the publicly traded debt and/orequity securities of other technology-related companies. We operate asa closed-end, non-diversified management investment company, and haveelected to be treated as a business development company under the 1940Act. We have elected to be treated for tax purposes as a regulatedinvestment company ("RIC") under the InternalRevenue Code of 1986, as amended, beginning with our 2003 taxableyear.

Our investment activities are managed by TIM, a registeredinvestment adviser under the Investment Advisers Act of 1940. TIM isowned by BDC Partners, its managing member, and Royce & Associates,LLC ("Royce"). Jonathan H. Cohen, our chiefexecutive officer, and Saul B. Rosenthal, our president and chiefoperating officer, are the members of BDC Partners, and Charles M.Royce, our non-executive chairman, is the president of Royce. Under theinvestment advisory agreement, we have agreed to pay TIM an annual basefee calculated on gross assets, and an incentive fee based upon ourperformance. Under an administration agreement, we have agreed to payor reimburse BDC Partners, as administrator, for certain expensesincurred in operating the Company.

We concentrate ourinvestments in companies having annual revenues of less than $100million and/or a market capitalization of less than $200 million. Wefocus on companies that create products or provide services requiringadvanced technology and companies that compete in industriescharacterized by such products or services, including companies in thefollowing businesses: Internet, IT services, media, telecommunications,semiconductors, hardware, software and technology-enabled services.

While the structure of our investments will vary, we investprimarily in the debt of established target technology-relatedcompanies. We seek to invest in entities that, as a general matter,have been operating for at least one year prior to the date of ourinvestment and that such entities will, at the time of our investment,have employees and revenues. Many of these companies will havefinancial backing provided by private equity or venture capital fundsor other financial or strategic sponsors at the time we make aninvestment. Our investments typically range from $5 million to $25million and accrue interest at fixed and variable rates. As of March31, 2005, our debt investments had stated interest rates of between7.5% and 15.0% and maturity dates of between 1 and 66months. In addition, our total portfolio of debt investments had aweighted average interest rate of approximately 10.5% as ofMarch 31, 2005. Our loans may carry a provision for deferral of some orall of the interest payments, which will be added to the principalamount of the loan. This form of deferred interest is referred to as"payment-in-kind" or"PIK" interest and, when earned, is recordedas interest income and an increase in the principal amount of the loan.We had PIK interest of approximately $1.2 million for the quarter endedMarch 31, 2005.

To the extent possible, our loans will becollateralized by a security interest in the borrower's assets orguaranteed by a principal to the transaction. Interest payments, if notdeferred, are normally payable quarterly with amortization of principalbeing deferred for several years. When we receive a warrant to purchasestock in a portfolio company, the warrant will typically have a nominalstrike price, and will entitle us to purchase a modest percentage ofthe borrower's stock.

In addition, as a businessdevelopment company under the 1940 Act, we are required to makeavailable significant managerial assistance, for which we may receivefees, to our portfolio companies. These fees are generallynon-recurring, however in some instances they may have a recurringcomponent. We have received no fee income for managerial assistance todate.

Prior to making an investment, we typically enter into anon-binding term sheet with the potential portfolio company. These termsheets are generally subject to a number of conditions, including butnot limited to the satisfactory completion of our due diligenceinvestigations of the company's business and legal documentationfor the loan.

14

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Since our initial public offeringin November 2003 through May 6, 2005, we have made investments infifteen companies in the total amount of $141.4 million, with acommitment of an additional $27.0 million to four of our portfoliocompanies.

Set forth below is our current portfolio ofinvestments as of May 6, 2005.

|                              |  |                      |  |                                  |  |               |                            |                 |  |  |  |  |  |  |
|------------------------------|--|----------------------|--|----------------------------------|--|---------------|----------------------------|-----------------|--|--|--|--|--|--|
| PortfolioCompany (1)         |  | Industry             |  | Investment                       |  | FairValue (2) |
|                         |  |                 |  |                             |  | (inthousands) |
| Questia Media,Inc.           |  | digital media        |  | senior secured notes(3)(4)       |  | $             | 9,737                      |            |
| MortgageIT,Inc.              |  | financial services   |  | senior secured notes             |  |          | 15,000                     |            |
| AdvancedAesthetics Institute |  | medical services     |  | senior securednotes              |  |          | 10,000                     |            |
|                         |  |                 |  | warrants topurchase              |  |          |                       |            |
|                         |  |                 |  | commonstock                      |  |          | —                    |            |
| The EnduranceInternational   |  | webhosting           |  | senior secured notes(4)          |  |          | 12,870                     |            |
| Group                        |  |                 |  | warrants topurchase              |  |          |                       |            |
|                         |  |                 |  | convertiblepreferred stock       |  |          | 153                        |            |
| DirectRevenue,LLC            |  | internet advertising |  | senior securednotes              |  |          | 4,675                      |            |
|                         |  |                 |  | warrantstopurchase               |  |          |                       |            |
|                         |  |                 |  | commonunits                      |  |          | 240                        |            |
| AvueTechnologies Corporation |  | software             |  | warrants topurchase common stock |  |          |     13 |            |
| TrenstarInc.                 |  | logistics technology |  | senior secured notes(3)          |  |          | 15,793                     |            |
|                         |  |                 |  | warrants topurchase              |  |          |                       |            |
|                         |  |                 |  | convertiblepreferred stock       |  |          | —                    |            |
| 3001, Inc.                   |  | geospatial imaging   |  | senior unsecurednotes            |  |          | 10,000                     |            |
|                         |  |                 |  | preferredstock(6)                |  |          | 2,000                      |            |
|                         |  |                 |  | commonstock (6)                  |  |          | 1,000                      |            |
| eXactAdvertising, LLC        |  | internet advertising |  | senior secured notes (4)         |  |          | 4,696                      |            |
|                         |  |                 |  | warrants topurchase              |  |          |                       |            |
|                         |  |                 |  | commonunits                      |  |          | 339                        |            |
| WinZipComputing, Inc.        |  | software             |  | senior secured notes             |  |          | 15,000                     |            |
| Segovia,Inc.                 |  | satellite            |  | seniorsecurednotes               |  |          | 14,747                     |            |
|                         |  | communications       |  | warrantstopurchase               |  |          |                       |            |
|                         |  |                 |  | commonstock                      |  |          | 260                        |            |
| WHITTMANHART, Inc.           |  | ITconsulting         |  | senior secured notes(4)          |  |          | 5,000                      |            |
|                         |  |                 |  | warrantstopurchase               |  |          |                       |            |
|                         |  |                 |  | commonstock                      |  |          | —                    |            |
|                         |  |                 |  | convertiblepreferred stock       |  |          | 476                        |            |
|                         |  |                 |  | warrants topurchase              |  |          |                       |            |
|                         |  |                 |  | convertiblepreferredstock        |  |          | 24                         |            |
| CrystalTechWeb Hosting, Inc. |  | webhosting           |  | senior securednotes              |  |          | 8,000                      |            |
| FalconCommunications, Inc.   |  | satellite            |  | senior unsecurednotes            |  |          | 6,000                      |  (5)  |
|                         |  | communications       |  | commonstock                      |  |          | 2,000                      |  (5)  |
| Climax Group,Inc.            |  | software             |  | senior securednotes              |  |          | 5,000                      |  (5)  |
|                         |  |                 |  | warrantstopurchase               |  |          |                       |            |
|                         |  |                 |  | commonstock                      |  |          | —                    |  (5)  |
| Total Investments:           |  |                 |  |                             |  | $             | 143,023                    |  (7)  |
|                              |

15

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|     |                                                                                                                                                                                                                                                                                                                                         |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Wedo not "control" and are not an"affiliate" of any of our portfoliocompanies, each as defined in the 1940 Act. In general, under the 1940Act, we would "control" a portfolio companyif we owned 25% or more of its voting securities and would be an"affiliate" of a portfolio company if weowned 5% or more of its voting securities. |

|     |                                                                  |
|-----|------------------------------------------------------------------|
| (2) | Fair valueis determined in good faith by our Board of Directors. |

|     |                                              |
|-----|----------------------------------------------|
| (3) | Investmentincludes payment-in-kind interest. |

|     |                                                                       |
|-----|-----------------------------------------------------------------------|
| (4) | Transactionalso includes a commitment to fund additional investments. |

|     |                                                                                                                                                                                                            |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (5) | Becausethese investments were made subsequent to the quarter ended March 31,2005, our Board of Directors has not yet determined the fair value ofthese investments, and they are therefore listed at cost. |

|     |                                                                                                |
|-----|------------------------------------------------------------------------------------------------|
| (6) | Preferredstock and common stock are indirectly held through limited liabilitycompanyinterests. |

|     |                                                                                                                                                                   |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (7) | Thistotal includes the investments for which our Board of Directors has notyet determined the fair value. See note 5 above. Such investments areincluded at cost. |

We currently have severaltransactions in our pipeline. We continue to conduct due diligence andfinalize terms regarding further transactions. However, there can be noassurance when or if these transactions will close.

In addition,we believe that we have a strong pipeline of potential transactions invarious stages. We continue to work diligently toward the consummationof additional investments, and our management is actively involved inidentifying and evaluating potential opportunities.

CRITICALACCOUNTING POLICIES

The preparation of financial statements andrelated disclosures in conformity with generally accepted accountingprinciples in the United States requires management to make estimatesand assumptions that affect the reported consolidated amounts of assetsand liabilities, disclosure of contingent assets and liabilities at thedate of the financial statements, and revenues and expenses during theperiods reported. Actual results could materially differ from thoseestimates. We have identified our investment valuation process as ourmost critical accounting policy.

InvestmentValuation

The most significant estimate inherent in thepreparation of our consolidated financial statements is the valuationof investments and the related amounts of unrealized appreciation anddepreciation of investments recorded.

We value our investmentportfolio each quarter. Members of our portfolio management teamprepare the portfolio company valuations using the most recentportfolio company financial statements and forecasts. We have engagedthe firm of Houlihan Lokey Howard & Zukin("HLHZ") to evaluate our portfolioinvestments, although the Board of Directors retains ultimate authorityas to the appropriate valuation of each investment. Commencing March2004, the Board used the recommended valuations as prepared by HLHZ asa component of the final fair value determination, as noted in theSchedule of Investments.

The valuations provided by HLHZ of fairvalue securities are subject to approval by the Board. The independentvaluation firm's determination of fair value is based on some orall of the following factors, as applicable in their judgment, and anyother factors considered to be relevant:

|              |                                                                 |
|--------------|-----------------------------------------------------------------|
| •  | the nature of any restrictions ondisposition of the securities; |

|              |                                                                   |
|--------------|-------------------------------------------------------------------|
| •  | assessment of the generalliquidity/illiquidity of the securities; |

|              |                                                                                                                   |
|--------------|-------------------------------------------------------------------------------------------------------------------|
| •  | the issuer's financial condition,including its ability to make payments and its earnings and discountedcash flow; |

|              |                                               |
|--------------|-----------------------------------------------|
| •  | the markets in which theissuer does business; |

|              |                            |
|--------------|----------------------------|
| •  | the cost of theinvestment; |

|              |                                                          |
|--------------|----------------------------------------------------------|
| •  | the size of the holding andthe capitalization of issuer; |

|              |                                        |
|--------------|----------------------------------------|
| •  | the natureand value of any collateral; |

|              |                                                                                                                                                       |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | the pricesof any recent transactions or bids/offers for the securities or similarsecurities or any comparable securities that are publicly traded;and |

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|              |                                                                                                                                                                                   |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | any availableanalyst, media or other reports or information deemed reliable by theindependent valuation firm regarding the issuer or the markets orindustry in which it operates. |

Fair value securitiesmay include, but are not limited to, the following:

|              |                                                                                        |
|--------------|----------------------------------------------------------------------------------------|
| •  | private placements and restricted securitiesthat do not have an active trading market; |

|              |                                                                                                |
|--------------|------------------------------------------------------------------------------------------------|
| •  | securities whose trading has been suspendedor for which market quotes are no longer available; |

|              |                                                                                               |
|--------------|-----------------------------------------------------------------------------------------------|
| •  | debt securities that have recently gone intodefault and for which there is no current market; |

|              |                                        |
|--------------|----------------------------------------|
| •  | securities whose prices are stale; and |

|              |                                           |
|--------------|-------------------------------------------|
| •  | securities affected by significantevents. |

RESULTS OF OPERATIONS

Set forth below is acomparison of our results of operations for the three months endedMarch 31, 2005 to the three months ended March 31, 2004.

INVESTMENT INCOME

Interest income from debt investments forthe three months ended March 31, 2005 was approximately $3,195,000compared to approximately $177,000 for the comparable period in 2004.This is a direct result of the number of portfolio investments enteredinto over the past year. A significant portion of our interest incomefrom debt investments during each respective period was attributable toPIK interest received from debt investments that contain a PIKprovision. PIK interest is added to the principal balance of ourinvestment and is recorded as income. Specifically, for the threemonths ended March 31, 2005, interest from debt investments includedapproximately $1.2 million in PIK interest, compared to approximately$168,000 during the first quarter of 2004.

Interest income fromcash and cash equivalents was approximately $345,000 for the threemonths ended March 31, 2005, compared to approximately $286,000 for thethree months ended March 31, 2004; the increase is due in part tohigher interest rates on short-term investments, as well as a largerbalance of cash equivalents resulting from shares sold under the rightsoffering that we completed in January 2005.

Non-recurring otherfee income totaled approximately $690,000 for the three months endedMarch 31, 2005, representing primarily closing fees associated withinvestments in portfolio companies. This represented an increase fromnon-recurring other fee income of approximately $450,000 during thecomparable period in 2004.

OPERATING EXPENSES

Operatingexpenses for the three months ended March 31, 2005 were approximately$1,424,000, which represented an increase of approximately $465,000over the same period in 2004. The increase was primarily due to anincrease in professional fees of approximately $299,000, and theinvestment advisory fee, which increased approximately $110,000, overthe first quarter of 2004.

Professional fees, consisting oflegal, audit, valuation and consulting fees, were approximately$408,000 for the three months ended March 31, 2005 compared to $110,000during the comparable period in 2004. Audit fees increased byapproximately $160,000 as a result of the additional work required forcompliance with Sarbanes-Oxley standards, and valuation fees increasedby approximately $99,000 as a result of the greater number ofinvestments to be reviewed.

The investment advisory fee for thefirst quarter of 2005 was approximately $800,000, compared to $689,000for the first quarter of 2004, representing the base fee as providedfor in the advisory agreement. The increase is directly related to theincrease in the size of the fund. There were no incentive fees earnedunder the agreement during either period.

Salaries and benefitsfor the three months ended March 31, 2005 and 2004, respectively, wereapproximately $89,000 and $46,000, reflecting the allocation ofcompensation expenses for the services 

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of our chief financial officer, controller,office manager, and the vice president of business development. Theincrease from the prior year is primarily related to salary increasesand the addition of the position of controller to our staff.

General and administrative expenses, consisting primarily of officesupplies, facilities costs and other expenses, were approximately$38,000 for the three months ended March 31, 2005, compared toapproximately $40,000 in the first quarter of 2004. General andadministrative expenses are allocated to the Company under the terms ofthe administration agreement with TIM and BDC Partners.

NETINCREASE IN STOCKHOLDERS' EQUITY FROM OPERATIONS

We had anet increase in stockholders' equity resulting from operations of$2,805,410 for the three months ended March 31, 2005, compared to adecrease of $45,597 for the same period in 2004. Based on aweighted-average of 12,443,224 (basic and fully diluted) sharesoutstanding, our net increase in stockholders' equity fromoperations per common share for the three months ended March 31, 2005was $0.23 for basic and fully diluted earnings.

LIQUIDITY ANDCAPITAL RESOURCES

At March 31, 2005, we had investments in debtsecurities of thirteen private companies, totaling approximately $121.0million, and equity investments of approximately $4.5 million. The debtinvestment amount includes approximately $2.5 million in accrued PIKinterest which, as described in "Overview,"is added to the carrying value of our investments.

Cash providedby operating activities for the three months ended March 31, 2005,consisting primarily of the items described in "Results ofOperations," was approximately $1.9 million reflecting theincome resulting from operations, offset by non-cash income related toPIK interest and OID income. Net cash used by investing activities wasapproximately $42.1 million, reflecting new investments offset byprincipal repayments.

The Company raised approximately $41.5million from a rights offering which closed in January 2005. Under theterms of the offering, each stockholder of record on December 29, 2005was entitled to purchase an additional share of stock for each threeshares owned on that date. The Company issued 3,115,666 shares at aprice of $14.029.

During the three months ended March 31, 2005,cash and cash equivalents increased from approximately $57.3 million atthe beginning of the period to approximately $ 67.5 million at the endof the period.

In order to qualify as a regulated investmentcompany and to avoid corporate level tax on the income we distribute toour stockholders, we are required, under Subchapter M of the Code, todistribute at least 90% of our ordinary income and short-termcapital gains to our stockholders on an annual basis. On April 27,2005, our Board of Directors declared a dividend of $0.20 per share forthe second quarter to stockholders of record as of June 10, 2005,payable on June 30, 2005.

RISK FACTORS

Aninvestment in our securities involves certain risks relating to ourstructure and investment objectives. The risks set out below are notthe only risks we face, and we face other risks which are not yetpredictable. If any of the following risks occur, our business,financial condition and results of operations could be materiallyadversely affected. In such case, our net asset value and the tradingprice of our common stock could decline, and you may lose all or partof your investment.

RISKS RELATING TO OUR BUSINESS ANDSTRUCTURE

We are a new company with a limited operatinghistory.

We were incorporated in July 2003 and have a limitedoperating history. We are subject to all of the business risks anduncertainties associated with any new business enterprise, includingthe risk that we will not achieve our investment objective and that thevalue of your investment in us could decline substantially.

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Any failure on our part to maintain ourstatus as a business development company would reduce our operatingflexibility.

If we do not remain a business developmentcompany, we might be regulated as a closed-end investment company underthe 1940 Act, which would decrease our operating flexibility.

We are dependent upon TIM's key management personnel for ourfuture success, particularly Jonathan H. Cohen, Saul B. Rosenthal andLee D. Stern.

We depend on the diligence, skill and network ofbusiness contacts of the senior management of TIM. The seniormanagement, together with other investment professionals, willevaluate, negotiate, structure, close, monitor and service ourinvestments. Our future success will depend to a significant extent onthe continued service and coordination of the senior management team,particularly Jonathan H. Cohen, the Chief Executive Officer of TIM,Saul B. Rosenthal, the President and Chief Operating Officer of TIM,and Lee D. Stern, the Chief Transaction Officer of TIM. Only Messrs.Rosenthal and Stern devote substantially all of their business time toour operations. None of these individuals is subject to an employmentcontract. The departure of any of these employees could have a materialadverse effect on our ability to achieve our investment objective.

Our financial condition and results of operations will depend onour ability to manage our future growth effectively.

TIM is arecently formed investment adviser, and TICC is a recently organizedcompany. As such, each entity is subject to the business risks anduncertainties associated with any new business enterprise, includingthe lack of experience in managing or operating a business developmentcompany. Our ability to achieve our investment objective will depend onour ability to grow, which will depend, in turn, on our investmentadviser's ability to identify, analyze, invest in and financecompanies that meet our investment criteria. Accomplishing this resulton a cost-effective basis is largely a function of our investmentadviser's structuring of the investment process, its ability toprovide competent, attentive and efficient services to us and ouraccess to financing on acceptable terms.

As we grow, we and TIM,through TIM's managing member, BDC Partners, will need to hire,train, supervise and manage new employees. Failure to manage our futuregrowth effectively could have a material adverse effect on ourbusiness, financial condition and results of operations.

Weoperate in a highly competitive market for investmentopportunities.

A large number of entities compete with us tomake the types of investments that we make in technology-relatedcompanies. We compete with a large number of private equity and venturecapital funds, other equity and non-equity based investment funds,investment banks and other sources of financing, including traditionalfinancial services companies such as commercial banks and specialtyfinance companies. Many of our competitors are substantially larger andhave considerably greater financial, technical and marketing resourcesthan we do. For example, some competitors may have a lower cost offunds and access to funding sources that are not available to us. Inaddition, some of our competitors may have higher risk tolerances ordifferent risk assessments, which could allow them to consider a widervariety of investments and establish more relationships than us.Furthermore, many of our competitors are not subject to the regulatoryrestrictions that the 1940 Act imposes on us as a business developmentcompany. There can be no assurance that the competitive pressures weface will not have a material adverse effect on our business, financialcondition and results of operations. Also, as a result of thiscompetition, we may not be able to take advantage of attractiveinvestment opportunities from time to time, and we can offer noassurance that we will be able to identify and make investments thatare consistent with our investment objective.

Our businessmodel depends upon the development of strong referral relationshipswith private equity and venture capital funds and investment bankingfirms.

If we fail to maintain our relationships with key firms,or if we fail to establish strong referral relationships with otherfirms or other sources of investment opportunities, we will not be ableto 

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grow our portfolio of loans and achieve ourinvestment objective. In addition, persons with whom we have informalrelationships are not obligated to provide us with investmentopportunities, and therefore there is no assurance that suchrelationships will lead to the origination of debt or otherinvestments.

We may not realize gains from our equityinvestments.

When we invest in debt securities, we generallyexpect to acquire warrants or other equity securities as well. However,the equity interests we receive may not appreciate in value and, infact, may decline in value. Accordingly, we may not be able to realizegains from our equity interests, and any gains that we do realize onthe disposition of any equity interests may not be sufficient to offsetany other losses we experience.

Because most of our investmentsare not in publicly traded securities, there is uncertainty regardingthe value of our investments, which could adversely affect thedetermination of our net asset value.

Our portfolio investmentsare not generally in publicly traded securities. As a result, the fairvalue of these securities is not readily determinable. We value thesesecurities at fair value as determined in good faith by our Board ofDirectors based upon the recommendation of its Valuation Committee. TheValuation Committee utilizes the services of Houlihan Lokey Howard& Zukin ("Houlihan Lokey"), anindependent valuation firm. However, the Board of Directors retainsultimate authority as to the appropriate valuation of each investment.The types of factors that the Valuation Committee takes into account inproviding its fair value recommendation to the Board of Directorsincludes, as relevant, the nature and value of any collateral, theportfolio company's ability to make payments and its earnings,the markets in which the portfolio company does business, comparison tovaluations of publicly traded companies, comparisons to recent sales ofcomparable companies, the discounted value of the cash flows of theportfolio company and other relevant factors. Because such valuationsare inherently uncertain and may be based on estimates, ourdeterminations of fair value may differ materially from the values thatwould be assessed if a ready market for these securities existed.

The lack of liquidity in our investments may adversely affect ourbusiness.

As stated above, our investments are not generally inpublicly traded securities. Substantially all of these securities aresubject to legal and other restrictions on resale or will otherwise beless liquid than publicly traded securities. The illiquidity of ourinvestments may make it difficult for us to sell such investments ifthe need arises. Also, if we are required to liquidate all or a portionof our portfolio quickly, we may realize significantly less than thevalue at which we have previously recorded our investments.

Inaddition, since we generally invest in debt securities with a term ofup to seven years and generally intend to hold such investments untilmaturity of the debt, we do not expect realization events, if any, tooccur in the near-term. We expect that our holdings of equitysecurities may require several years to appreciate in value, and we canoffer no assurance that such appreciation will occur.

We mayexperience fluctuations in our quarterly results.

We mayexperience fluctuations in our quarterly operating results due to anumber of factors, including the rate at which we make new investments,the interest rates payable on the debt securities we acquire, thedefault rate on such securities, the level of our expenses, variationsin and the timing of the recognition of realized and unrealized gainsor losses, the degree to which we encounter competition in our marketsand general economic conditions. As a result of these factors, resultsfor any period should not be relied upon as being indicative ofperformance in future periods.

Even in the event the value ofyour investment declines, the management fee and, in certaincircumstances, the incentive fee will still be payable.

Themanagement fee is calculated as 2.0% of the value of our grossassets at a specific time. Accordingly, the management fee will bepayable regardless of whether the value of our gross assets

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and/or your investment have decreased.Moreover, a portion of our incentive fee is payable if our netinvestment income for a calendar quarter exceeds a designated"hurdle rate." This portion of the incentivefee is payable without regard to any capital gain, capital loss orunrealized depreciation that may occur during the quarter. Accordingly,this portion of our incentive fee may also be payable notwithstanding adecline in net asset value that quarter. In addition, in the event werealize deferred loan interest in excess of our available capital, wemay be required to liquidate assets in order to pay a portion of theincentive fee.

Regulations governing our operation as abusiness development company affect our ability to, and the way inwhich we raise additional capital, which may expose us to risks,including the typical risks associated with leverage.

Ourbusiness will require a substantial amount of capital, which we mayacquire from the following sources:

Seniorsecurities and other indebtedness

We may issue debt securitiesor preferred stock and/or borrow money from banks or other financialinstitutions, which we refer to collectively as "seniorsecurities," up to the maximum amount permitted by the1940 Act. Under the provisions of the 1940 Act, we are permitted, as abusiness development company, to issue senior securities in amountssuch that our asset coverage ratio, as defined in the 1940 Act, equalsat least 200% of gross assets, less all liabilities andindebtedness not represented by senior securities, after each issuanceof senior securities. If we issue senior securities, includingpreferred stock and debt securities, we will be exposed to typicalrisks associated with leverage, including an increased risk of loss. Ifwe incur leverage to make investments, a decrease in the value of ourinvestments would have a greater negative impact on the value of ourcommon stock. If we issue debt securities or preferred stock, it islikely that such securities will be governed by an indenture or otherinstrument containing covenants restricting our operating flexibility.In addition, such securities may be rated by rating agencies, and inobtaining a rating for such securities, we may be required to abide byoperating and investment guidelines that could further restrict ouroperating flexibility.

Our ability to pay dividends or issueadditional senior securities would be restricted if our asset coverageratio was not at least 200%. If the value of our assetsdeclines, we may be unable to satisfy this test. If that happens, wemay be required to sell a portion of our investments and, depending onthe nature of our leverage, repay a portion of our indebtedness at atime when such sales may be disadvantageous. Furthermore, any amountsthat we use to service our indebtedness would not be available fordistributions to our common stockholders.

Commonstock

We are not generally able to issue and sell our commonstock at a price below net asset value per share. We may, however, sellour common stock, or warrants, options or rights to acquire our commonstock, at a price below the then-current net asset value of our commonstock if our Board of Directors determines that such sale is in thebest interests of TICC and its stockholders, and our stockholdersapprove such sale. In certain limited circumstances, pursuant to an SECstaff interpretation, we may also issue shares at a price below netasset value in connection with a transferable rights offering so longas: (1) the offer does not discriminate among shareholders; (2) we useour best efforts to ensure an adequate trading market exists for therights; and (3) the ratio of the offering does not exceed one new sharefor each three rights held. If we raise additional funds by issuingmore common stock or senior securities convertible into, orexchangeable for, our common stock, the percentage ownership of ourstockholders at that time would decrease and they may experiencedilution. Moreover, we can offer no assurance that we will be able toissue and sell additional equity securities in the future, on favorableterms or at all.

Our Board of Directors is authorized toreclassify any unissued shares of stock into one or more classes ofpreferred stock, which could convey special rights and privileges toits owners.

Our charter permits our Board of Directors toreclassify any authorized but unissued shares of stock into one or moreclasses of preferred stock. We are currently authorized to issue up to100,000,000 

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shares of common stock, of which 13,323,431shares are currently issued and outstanding. In the event our Board ofDirectors opts to reclassify a portion of our unissued shares of commonstock into a class of preferred stock, those preferred shares wouldhave a preference over our common stock with respect to dividends andliquidation. The class voting rights of any preferred shares we mayissue could make it more difficult for us to take some actions thatmay, in the future, be proposed by the Board of Directors and/or theholders of our common stock, such as a merger, exchange of securities,liquidation, or alteration of the rights of a class of our securities,if these actions were perceived by the holders of preferred shares asnot in their best interests. The issuance of preferred sharesconvertible into shares of common stock might also reduce the netincome and net asset value per share of our common stock uponconversion. These effects, among others, could have an adverse effecton your investment in our common stock.

A change in interestrates may adversely affect our profitability.

A portion of ourincome will depend upon the difference between the rate at which weborrow funds (if we do borrow) and the interest rate on the debtsecurities in which we invest. We anticipate using a combination ofequity and long-term and short-term borrowings to finance ourinvestment activities. Some of our investments in debt securities areat fixed rates and others at variable rates. We may, but will not berequired to, hedge against interest rate fluctuations by using standardhedging instruments such as futures, options and forward contracts,subject to applicable legal requirements. These activities may limitour ability to participate in the benefits of lower interest rates withrespect to the hedged portfolio. Adverse developments resulting fromchanges in interest rates or hedging transactions could have a materialadverse effect on our business, financial condition and results ofoperations. Also, we have limited experience in entering into hedgingtransactions, and we will initially have to purchase or develop suchexpertise.

We will be subject to corporate-level income tax ifwe are unable to qualify as a RIC.

To remain entitled to thetax benefits accorded RICs under the Code, we must meet certain incomesource, asset diversification and annual distribution requirements. Theannual distribution requirement for a RIC is satisfied if we distributeat least 90% of our ordinary income and realized net short-termcapital gains in excess of realized net long-term capital losses, ifany, to our stockholders on an annual basis. Because we may use debtfinancing in the future, we may be subject to certain asset coverageratio requirements under the 1940 Act and financial covenants underloan and credit agreements that could, under certain circumstances,restrict us from making distributions necessary to satisfy the annualdistribution requirement. If we are unable to obtain cash from othersources, we may fail to qualify for special tax treatment as a RIC and,thus, may be subject to corporate-level income tax on all our income.To qualify as a RIC, we must also meet certain asset diversificationrequirements at the end of each calendar quarter. Failure to meet thesetests may result in our having to dispose of certain investmentsquickly in order to prevent the loss of RIC status. Because most of ourinvestments will be in private companies, any such dispositions couldbe made at disadvantageous prices and may result in substantial losses.If we fail to qualify as a RIC for any reason and remain or becomesubject to corporate income tax, the resulting corporate taxes couldsubstantially reduce our net assets, the amount of income available fordistribution and the amount of our distributions. Such a failure wouldhave a material adverse effect on us and our stockholders.

Wemay have difficulty paying our required distributions if we recognizeincome before or without receiving cash representing such income.

For federal income tax purposes, we will include in income certainamounts that we have not yet received in cash, such as original issuediscount, which may arise if we receive warrants in connection with themaking of a loan or possibly in other circumstances, or contracted PIKinterest, which represents contractual interest added to the loanbalance and due at the end of the loan term. A significant portion ofour interest income from debt investments since our inception has beenattributable to PIK interest received from our debt investments thatcontain a PIK provision. We also may be required to include in incomecertain other amounts that we will not receive in cash.

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Since in certain cases we may recognizeincome before or without receiving cash representing such income, wemay have difficulty satisfying the annual distribution requirementapplicable to RICs. Accordingly, we may have to sell some of ourinvestments at times we would not consider advantageous, raiseadditional debt or equity capital or reduce new investments to meetthese distribution requirements. If we are not able to obtain cash fromother sources, we may fail to qualify for RIC tax treatment and thus besubject to corporate-level income tax.

There are significantpotential conflicts of interest, which could impact our investmentreturns.

Our executive officers and directors, and theexecutive officers of our investment adviser, TIM, and its managingmember, BDC Partners, serve or may serve as officers and directors ofentities who operate in the same or related line of business as we do.Accordingly, they may have obligations to investors in those entities,the fulfillment of which might not be in the best interests of us orour stockholders. For example, Jonathan H. Cohen, the Chief ExecutiveOfficer of TIM, BDC Partners and TICC, is the principal of JHC CapitalManagement, LLC, a registered investment adviser. Steven P. Novak, oneof our independent directors, is also the President of Palladio CapitalManagement, LLC, the manager of an equity-oriented hedge fund. CharlesM. Royce, the non-executive Chairman of our Board of Directors, is thePresident and Chief Investment Officer of Royce & Associates, LLC,the non-managing member of our investment adviser. In addition, Messrs.Cohen and Rosenthal serve as Chief Executive Officer and President,respectively, of TAC Acquisition Corp., a special purpose acquisitioncompany formed for the purpose of acquiring one or more operatingcompanies in the technology-related sector. Messrs. Cohen, Rosenthaland Novak also serve on the Board of Directors, and Mr. Royce is asignificant shareholder, of TAC Acquisition Corp. Because of thesepossible conflicts of interest, such individuals may direct potentialbusiness and investment opportunities to other entities rather than tous.

In order to minimize the potential conflicts of interestthat might arise, we have adopted a policy that prohibits us frommaking investments in, or otherwise knowingly doing business with, anycompany in which any fund or other client account managed by JHCCapital Management, Royce & Associates, LLC, or Palladio CapitalManagement holds a long or short position. The investment focus of eachof these entities tends to be different from our investment objective.Nevertheless, it is possible that new investment opportunities thatmeet our investment objective may come to the attention of one of theseentities in connection with another investment advisory client orprogram, and, if so, such opportunity might not be offered, orotherwise made available, to us. Also, our investment policy precludingthe investments referenced above could cause us to miss out on someinvestment opportunities. However, our executive officers, directorsand investment adviser intend to treat us in a fair and equitablemanner over time consistent with their applicable duties under law sothat we will not be disadvantaged in relation to any other particularclient. In addition, we have adopted a formal Code of Ethics thatgoverns the conduct of our officers and directors. Our officers anddirectors also remain subject to the fiduciary obligations imposed byboth the 1940 Act and applicable state corporate law. Finally, we payBDC Partners our allocable portion of overhead and other expensesincurred by BDC Partners in performing its obligations under theadministration agreement, including a portion of the rent and thecompensation of our Chief Financial Officer, Vice President of InvestorRelations and other administrative support personnel, which createsconflicts of interest that our Board of Directors must monitor.

Changes in laws or regulations governing our operations mayadversely affect our business.

We and our portfolio companiesare subject to regulation by laws at the local, state and federallevels. These laws and regulations, as well as their interpretation,may be changed from time to time. Any change in these laws orregulations could have a material adverse effect on our business.

Our ability to invest in private companies may be limited incertain circumstances.

If we are to maintain our status as abusiness development company, we must not acquire any assets other than"qualifying assets" unless, at the time ofand after giving effect to such acquisition, at least 70% of ourtotal assets are qualifying assets. If we acquire debt or equitysecurities from an issuer that 

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has outstanding marginable securities at thetime we make an investment, these acquired assets cannot be treated asqualifying assets. This result is dictated by the definition of"eligible portfolio company" under the 1940Act, which in part looks to whether a company has outstandingmarginable securities. For a more detailed discussion of the definitionof an "eligible portfolio company" and themarginable securities requirement, see the section entitled"Regulation as a Business DevelopmentCompany."

Amendments promulgated in 1998 by theFederal Reserve expanded the definition of a marginable security underthe Federal Reserve's margin rules to include any non-equitysecurity. Thus, any debt securities issued by any entity are marginablesecurities under the Federal Reserve's current margin rules. As aresult, the staff of the SEC has raised the question to the businessdevelopment company industry as to whether a private company that hasoutstanding debt securities would qualify as an "eligibleportfolio company" under the 1940 Act.

The SEC hasrecently issued proposed rules to correct the unintended consequence ofthe Federal Reserve's 1998 margin rule amendments of apparentlylimiting the investment opportunities of business developmentcompanies. In general, the SEC's proposed rules would define aneligible portfolio company as any company that does not have securitieslisted on a national securities exchange or association. We arecurrently in the process of reviewing the SEC's proposed rulesand assessing their impact, to the extent such proposed rules aresubsequently approved by the SEC, on our investment activities. We donot believe that these proposed rules will have a material adverseeffect on our operations.

Until the SEC or its staff has taken afinal public position with respect to the issue discussed above, wewill continue to monitor this issue closely, and may be required toadjust our investment focus to comply with and/or take advantage of anyfuture administrative position, judicial decision or legislativeaction.

Provisions of the Maryland General Corporation Law andof our charter and bylaws could deter takeover attempts and have anadverse impact on the price of our common stock.

Our charterand bylaws, as well as certain statutory and regulatory requirements,contain certain provisions that may have the effect of discouraging athird party from making an acquisition proposal for us. Theseanti-takeover provisions may inhibit a change of control incircumstances that could give the holders of our common stock theopportunity to realize a premium over the market price for our commonstock.

RISKS RELATED TO OUR INVESTMENTS

Our portfoliomay be concentrated in a limited number of portfolio companies in thetechnology-related sector, which will subject us to a risk ofsignificant loss if any of these companies defaults on its obligationsunder any of its debt securities that we hold or if thetechnology-related sector experiences a further downturn.

Aconsequence of this limited number of investments is that the aggregatereturns we realize may be significantly adversely affected if a smallnumber of investments perform poorly or if we need to write down thevalue of any one investment. Beyond our income tax assetdiversification requirements, we do not have fixed guidelines fordiversification, and our investments could be concentrated inrelatively few issuers. In addition, we intend to concentrate in thetechnology-related sector and to invest, under normal circumstances, atleast 80% of the value of our net assets (including the amountof any borrowings for investment purposes) in technology-relatedcompanies. As a result, a further downturn in the technology-relatedsector could materially adversely affect us.

Thetechnology-related sector is subject to many risks, includingvolatility, intense competition, decreasing life cycles and periodicdownturns.

We invest in companies in the technology-relatedsector, some of which may have relatively short operating histories.The revenues, income (or losses) and valuations of technology-relatedcompanies can and often do fluctuate suddenly and dramatically. Also,the technology-related market is generally 

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characterized by abrupt business cycles andintense competition. Since mid-2000, there has been substantial excesscapacity and a significant slowdown in many industries in thetechnology-related sector. In addition, this overcapacity, togetherwith a cyclical economic downturn, resulted in substantial decreases inthe market capitalization of many technology-related companies. Whilesuch valuations have recovered to some extent, we can offer noassurance that such decreases in market capitalizations will not recur,or that any future decreases in technology company valuations will beinsubstantial or temporary in nature. Therefore, our portfoliocompanies may face considerably more risk of loss than companies inother industry sectors.

In addition, because of rapidtechnological change, the average selling prices of products and someservices provided by the technology-related sector have historicallydecreased over their productive lives. As a result, the average sellingprices of products and services offered by our portfolio companies maydecrease over time, which could adversely affect their operatingresults and their ability to meet their obligations under their debtsecurities, as well as the value of any equity securities, that we mayhold. This could, in turn, materially adversely affect our business,financial condition and results of operations.

Our investmentsin the technology-related companies that we are targeting may beextremely risky and we could lose all or part of our investments.

Although a prospective portfolio company's assets are onecomponent of our analysis when determining whether to provide debtcapital, we generally do not base an investment decision primarily onthe liquidation value of a company's balance sheet assets.Instead, given the nature of the companies that TICC invests in, wealso review the company's historical and projected cash flows,equity capital and "soft" assets, includingintellectual property (patented and non-patented), databases, businessrelationships (both contractual and non-contractual) and the like.Accordingly, considerably higher levels of overall risk will likely beassociated with TICC's portfolio compared with that of atraditional asset-based lender whose security consists primarily ofreceivables, inventories, equipment and other tangible assets. Interestrates payable by our portfolio companies may not compensate for theseadditional risks.

Specifically, investment in thetechnology-related companies that we are targeting involves a number ofsignificant risks,including:

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|  | •  | these companiesmay have limited financial resources and may be unable to meet theirobligations under their debt securities that we hold, which may beaccompanied by a deterioration in the value of any collateral and areduction in the likelihood of us realizing any value from theliquidation of suchcollateral; |

|  |              |                                                                                                                                                                                                                                                      |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | they typicallyhave limited operating histories, narrower product lines and smallermarket shares than larger businesses, which tend to render them morevulnerable to competitors' actions and market conditions, as wellas general economicdownturns; |

|  |              |                                                                                                                                                                                                                                                                                                                                                                  |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | because they tendto be privately owned, there is generally little publicly availableinformation about these businesses; therefore, although TIM'sagents will perform "due diligence"investigations on these portfolio companies, their operations and theirprospects, we may not learn all of the material information we need toknow regarding thesebusinesses; |

|  |              |                                                                                                                                                                                                                                                                                  |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | they are morelikely to depend on the management talents and efforts of a small groupof persons; therefore, the death, disability, resignation ortermination of one or more of these persons could have a materialadverse impact on our portfolio company and, in turn, on us;and |

|  |              |                                                                                                                                                                                                                                                                                                                                                     |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | they generally have lesspredictable operating results, may from time to time be parties tolitigation, may be engaged in rapidly changing businesses with productssubject to a substantial risk of obsolescence, and may requiresubstantial additional capital to support their operations, financeexpansion or maintain their competitive position. |

A portfoliocompany's failure to satisfy financial or operating covenantsimposed by us or other lenders could lead to defaults and, potentially,termination of its loans and foreclosure on its secured 

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assets, which could trigger cross-defaultsunder other agreements and jeopardize our portfolio company'sability to meet its obligations under the debt securities that we hold.We may incur expenses to the extent necessary to seek recovery upondefault or to negotiate new terms with a defaulting portfolio company.In addition, if a portfolio company goes bankrupt, even though we mayhave structured our interest as senior debt, depending on the facts andcircumstances, including the extent to which we actually providedsignificant "managerial assistance" to thatportfolio company, a bankruptcy court might recharacterize our debtholding and subordinate all or a portion of our claim to that of othercreditors.

Our failure to make follow-on investments in ourportfolio companies could impair the value of our portfolio.

Following an initial investment in a portfolio company, we may makeadditional investments in that portfolio company as"follow-on" investments, in order to: (1)increase or maintain in whole or in part our equity ownershippercentage; (2) exercise warrants, options or convertible securitiesthat were acquired in the original or subsequent financing; or (3)attempt to preserve or enhance the value of our investment.

Wemay elect not to make follow-on investments or otherwise lacksufficient funds to make those investments. We have the discretion tomake any follow-on investments, subject to the availability of capitalresources. The failure to make follow-on investments may, in somecircumstances, jeopardize the continued viability of a portfoliocompany and our initial investment, or may result in a missedopportunity for us to increase our participation in a successfuloperation. Even if we have sufficient capital to make a desiredfollow-on investment, we may elect not to make a follow-on investmentbecause we may not want to increase our concentration of risk, becausewe prefer other opportunities, or because we are inhibited bycompliance with business development company requirements or the desireto maintain our tax status.

Our incentive fee may induce TIM tomake speculative investments.

The incentive fee payable by usto TIM may create an incentive for TIM to make investments on ourbehalf that are risky or more speculative than would be the case in theabsence of such compensation arrangement. The way in which theincentive fee payable to TIM is determined, which is calculated as apercentage of the return on invested capital, may encourage TIM to useleverage to increase the return on our investments. Under certaincircumstances, the use of leverage may increase the likelihood ofdefault, which would disfavor holders of our common stock. Similarly,because TIM will receive the incentive fee based, in part, upon thecapital gains realized on our investments, the investment adviser mayinvest more than would otherwise be appropriate in companies whosesecurities are likely to yield capital gains, as compared to incomeproducing securities. Such a practice could result in our investing inmore speculative securities than would otherwise be the case, whichcould result in higher investment losses, particularly during cyclicaleconomic downturns.

Our portfolio companies may incur debt thatranks equally with, or senior to, our investments in suchcompanies.

We intend to invest primarily in senior debtsecurities, but may also invest in subordinated debt securities, issuedby our portfolio companies. In some cases portfolio companies will bepermitted to have other debt that ranks equally with, or senior to, thedebt securities in which we invest. By their terms, such debtinstruments may provide that the holders thereof are entitled toreceive payment of interest or principal on or before the dates onwhich we are entitled to receive payments in respect of the debtsecurities in which we invest. Also, in the event of insolvency,liquidation, dissolution, reorganization or bankruptcy of a portfoliocompany, holders of debt instruments ranking senior to our investmentin that portfolio company would typically be entitled to receivepayment in full before we receive any distribution in respect of ourinvestment. After repaying such senior creditors, such portfoliocompany may not have any remaining assets to use for repaying itsobligations to us. In the case of debt ranking equally with debtsecurities in which we invest, we would have to share on an

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equal basis any distributions with othercreditors holding such debt in the event of an insolvency, liquidation,dissolution, reorganization or bankruptcy of the relevant portfoliocompany. In addition, we will not be in a position to control anyportfolio company by investing in its debt securities. As a result, weare subject to the risk that a portfolio company in which we invest maymake business decisions with which we disagree and the management ofsuch companies, as representatives of the holders of their commonequity, may take risks or otherwise act in ways that do not best serveour interests as debt investors.

Because we generally do nothold controlling equity interests in our portfolio companies, we maynot be in a position to exercise control over our portfolio companiesor to prevent decisions by management of our portfolio companies thatcould decrease the value of our investments.

Although we may doso in the future, to date we have generally not taken controllingequity positions in our portfolio companies. As a result, we aresubject to the risk that a portfolio company may make businessdecisions with which we disagree, and the stockholders and managementof a portfolio company may take risks or otherwise act in ways that areadverse to our interests. Due to the lack of liquidity for the debt andequity investments that we typically hold in our portfolio companies,we may not be able to dispose of our investments in the event wedisagree with the actions of a portfolio company, and may thereforesuffer a decrease in the value of our investments.

RISKSRELATED TO AN INVESTMENT IN OUR COMMON STOCK

Our common stockprice may be volatile.

The trading price of our common stockmay fluctuate substantially. The price of the common stock that willprevail in the market after this offering may be higher or lower thanthe price you pay, depending on many factors, some of which are beyondour control and may not be directly related to our operatingperformance. These factors include, but are not limited to, thefollowing:

|  |              |                                                                            |
|--|--------------|----------------------------------------------------------------------------|
|  | •  | price and volumefluctuations in the overall stock market from time totime; |

|  |              |                                                                                                                                                                                   |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | significant volatilityin the market price and trading volume of securities of regulatedinvestment companies, business development companies or other financialservices companies; |

|  |              |                                                                                                                                 |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------|
|  | •  | changesin regulatory policies or tax guidelines with respect to regulatedinvestment companies or business developmentcompanies; |

|  |              |                                                                                                                                            |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | actual oranticipated changes in our earnings or fluctuations in our operatingresults or changes in the expectations of securitiesanalysts; |

|  |              |                                        |
|--|--------------|----------------------------------------|
|  | •  | general economicconditions and trends; |

|  |              |                                  |
|--|--------------|----------------------------------|
|  | •  | lossof a major funding source;or |

|  |              |                             |
|--|--------------|-----------------------------|
|  | •  | departures of keypersonnel. |

In the past, following periods of volatility in themarket price of a company's securities, securities class actionlitigation has often been brought against that company. Due to thepotential volatility of our stock price, we may therefore be the targetof securities litigation in the future. Securities litigation couldresult in substantial costs and divert management's attention andresources from our business.

Our shares may trade at discountsfrom net asset value or at premiums that are unsustainable over thelong term.

Shares of business development companies may tradeat a market price that is less than the net asset value that isattributable to those shares. The possibility that our shares of commonstock will trade at a discount from net asset value or at premiums thatare unsustainable over the long term are separate and distinct from therisk that our net asset value will decrease. During the second andthird quarters of 2004, our shares of common stock traded at a discountto the net asset value attributable to those shares. It is not possibleto predict whether our shares will trade at, above, or below net assetvalue.

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There is a risk that you may not receivedividends or that our dividends may not grow over time.

Wecannot assure you that we will achieve investment results or maintain atax status that will allow or require any specified level of cashdistributions or year-to-year increases in cash distributions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK.

We are subject to financial market risks, includingchanges in interest rates. At March 31, 2005 five debt investments inour portfolio were at fixed rates, and the remaining eight investmentswere at variable rates, representing $46 million and $76 million inprincipal debt respectively. The variable rates are based upon thefive-year US Treasury note. We expect that out future debt investmentswill generally be made at variable rates.

To illustrate thepotential impact of a change in the underlying interest rate on our netincrease in stockholders' equity resulting from operations, wehave assumed a 1% increase in the underlying five-year USTreasury note, and no other change in our portfolio as of March 31,2005. Under this analysis, the impact would be approximately $190,000for the quarter.

We may in the future hedge against interestrate fluctuations by using standard hedging instruments such asfutures, options and forward contracts. While hedging activities mayinsulate us against adverse changes in interest rates, they may alsolimit our ability to participate in the benefits of lower interestrates with respect to our portfolio of investments. We did not engagein any hedging activities during the first quarter of 2005.

ITEM 4. CONTROLS AND PROCEDURES.

As of March 31, 2005, we,including our Chief Executive Officer and Chief Financial Officer,evaluated the effectiveness of the design and operation of ourdisclosure controls and procedures. Based on that evaluation, ourmanagement, including the Chief Executive Officer and Chief FinancialOfficer, concluded that our disclosure controls and procedures wereeffective in timely alerting management, including the Chief ExecutiveOfficer and Chief Financial Officer, of material information about usrequired to be included in periodic Securities and Exchange Commissionfilings. However, in evaluating the disclosure controls and procedures,management recognized that any controls and procedures, no matter howwell designed and operated can provide only reasonable assurance ofachieving the desired control objectives, and management necessarilywas required to apply its judgment in evaluating the cost-benefitrelationship of possible controls and procedures.

There havebeen no changes in our internal control over financial reporting thatoccurred during the quarter ended March 31, 2005 that have materiallyaffected, or are reasonably likely to materially affect, our internalcontrol over financial reporting.

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PARTII—OTHER INFORMATION

ITEM 1.    LEGALPROCEEDINGS.

We are not currently subject to any material legalproceedings, nor, to our knowledge, is any material legal proceedingthreatened against us. From time to time, we may be a party to certainlegal proceedings incidental to the normal course of our businessincluding the enforcement of our rights under contracts with ourportfolio companies. While the outcome of these legal proceedingscannot be predicted with certainty, we do not expect that theseproceedings will have a material effect upon our financial condition orresults of operations.

ITEM 2.    UNREGISTERED SALES OFEQUITY SECURITIES AND USE OF PROCEEDS.

Not applicable.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.

Notapplicable.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OFSECURITY HOLDERS.

Not applicable.

ITEM 5.    OTHERINFORMATION.

Not applicable.

ITEM 6.    EXHIBITS

(a)    EXHIBITS

The following exhibits are filed as partof this report or hereby incorporated by reference to exhibitspreviously filed with the SEC:

|      |  |                                                                                                                                                                                                                                                               |  |  |  |  |
|------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 3.1  |  | Articles of Incorporation (Incorporated by reference to theRegistrant's Registration Statement on Form N-2 (File No.333-109055), filed on September 23, 2003).                                                                                                |
| 3.2  |  | Amended and Restated Bylaws (Incorporated by reference toPre-Effective Amendment No. 2 to the Registrant's RegistrationStatement on Form N-2 (File No. 333-109055), filed on November 19,2003).                                                               |
| 4.1  |  | Form of Share Certificate(Incorporated by reference to the Registrant's RegistrationStatement on Form N-2 (File No. 333-109055), filed on September 23,2003).                                                                                                 |
| 10.1 |  | Form of Amended and RestatedInvestment Advisory Agreement between Registrant and TechnologyInvestment Management, LLC (Incorporated by reference to Appendix B tothe Registrant's Proxy Materials on Schedule 14A (File No.000-50398) filed on May 18, 2004). |
| 10.2 |  | Custodian Agreement between Registrant and State Street Bank andTrust Company (Incorporated by reference to Pre-Effective Amendment No.2 to the Registrant's Registration Statement on Form N-2 (FileNo. 333-109055), filed on November 19, 2003).            |
| 10.3 |  | Administration Agreement between Registrant andBDC Partners, LLC (Incorporated by reference to Pre-Effective AmendmentNo. 2 to the Registrant's Registration Statement on Form N-2(File No. 333-109055), filed on November 19, 2003).                         |
|      |

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|       |  |                                                                                                                                                                                                                                                                             |  |  |  |  |
|-------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 10.4  |  | Transfer Agency andService Agreement among Registrant, EquiServe Trust Company, N.A. andEquiServe, Inc (Incorporated by reference to Pre-Effective AmendmentNo. 2 to the Registrant's Registration Statement on Form N-2(File No. 333-109055), filed on November 19, 2003). |
| 10.5  |  | Dividend Reinvestment Plan (Incorporated byreference to Pre-Effective Amendment No. 1 to the Registrant'sRegistration Statement on Form N-2 (File No. 333-109055), filed onNovember 6, 2003).                                                                               |
| 11    |  | Computation of PerShare Earnings (included in the notes to the audited financialstatements contained in this report).                                                                                                                                                       |
| 31.1* |  | Certification of Chief Executive Officer pursuant to Rule 13a-14 ofthe Securities Exchange Act of 1934, as amended.                                                                                                                                                         |
| 31.2* |  | Certification of Chief Financial Officerpursuant to Rule 13a-14 of the Securities Exchange Act of 1934, asamended.                                                                                                                                                          |
| 32.1* |  | Certification of ChiefExecutive Officer pursuant to section 906 of The Sarbanes-Oxley Act of2002.                                                                                                                                                                           |
| 32.2* |  | Certification of ChiefFinancial Officer pursuant to section 906 of The Sarbanes-Oxley Act of2002.                                                                                                                                                                           |
|       |

|  |
|--|
|  |  |
|  |

|   |                |
|---|----------------|
| * | Filedherewith. |

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized.

|  | Technology Investment Capital Corp. |
|--|-------------------------------------|

|                         |                                                                                                                                           |
|-------------------------|-------------------------------------------------------------------------------------------------------------------------------------------|
| Date: May 9, 2005  | By: /s/ Jonathan H.Cohen             Jonathan H. Cohen ChiefExecutive Officer |

|                         |                                                                                                                                                                                                                     |
|-------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Date: May 9, 2005  | By:/s/ Patrick F. Conroy                  PatrickF. Conroy Chief Financial Officer (Principal Accounting andFinancial Officer) |

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