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

FORM 10-Q

   QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED SEPTEMBER 30, 2005.

  TRANSITION REPORT PURSUANT TO SECTION13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 0-50398

TECHNOLOGY INVESTMENT CAPITAL CORP.(Exact name of registrant as specified in itscharter)

|                                                             |  |                                     |  |  |  |  |
|-------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| MARYLAND                                                    |  | 20-0188736                          |
| (Stateor other jurisdiction ofincorporation ororganization) |  | (I.R.S. Employer IdentificationNo.) |
|                                                             |

8 SOUND SHORE DRIVE,SUITE 255 GREENWICH, CONNECTICUT 06830(Address of principal executive office)

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

Indicate by check mark whether theregistrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months and (2) has been subject to such filing requirements for thepast 90days.

Yes      No  .

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes      No  .

Indicate the number of shares outstanding of each ofthe issuer's classes of common stock, as of the latestpracticable date. The number of shares of the issuer's CommonStock, $0.01 par value, outstanding as of November 1, 2005 was13,463,852.

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TECHNOLOGY INVESTMENTCAPITAL CORP.

TABLE OFCONTENTS

|            |  |                                                                                               |  |        |        |        |  |  |  |  |
|------------|--|-----------------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|--|--|
| PARTI.     |  | FINANCIALINFORMATION                                                                          |  |   | 3      |   |
| Item1.     |  | Financial Statements(Unaudited)                                                               |  |   | 3      |   |
|       |  | Balance Sheets as ofSeptember 30, 2005 and December 31,2004                                   |  |   | 3      |   |
|       |  | Schedule of Investments asof September 30, 2005                                               |  |   | 4      |   |
|       |  | Statementsof Operations for the three months and nine months ended September30, 2005 and 2004 |  |   | 7      |   |
|       |  | Statements ofStockholders' Equity for the nine months ended September 30,2005 and 2004        |  |   | 8      |   |
|       |  | Statements of CashFlows for the nine months ended September 30, 2005 and2004                  |  |   | 9      |   |
|       |  | Notes to FinancialStatements                                                                  |  |   | 10     |   |
| Item2.     |  | Management's Discussion and Analysis of FinancialCondition and Results ofOperations           |  |   | 14     |   |
|       |  | Critical AccountingPolicies                                                                   |  |   | 15     |   |
|       |  | Overview                                                                                      |  |   | 16     |   |
|       |  | Resultsof Operations                                                                          |  |   | 20     |   |
|       |  | Liquidity andCapital Resources                                                                |  |   | 22     |   |
|       |  | RecentDevelopments                                                                            |  |   | 23     |   |
|       |  | RiskFactors                                                                                   |  |   | 23     |   |
| Item 3.    |  | Quantitative andQualitative Disclosures About MarketRisk                                      |  |   | 34     |   |
| Item 4.    |  | Controls andProcedures                                                                        |  |   | 34     |   |
| PARTII.    |  | OTHER INFORMATION                                                                             |  |   | 35     |   |
| Item1.     |  | Legal Proceedings                                                                             |  |   | 35     |   |
| Item2.     |  | Unregistered Sales of Equity Securities and Use ofProceeds                                    |  |   | 35     |   |
| Item 3.    |  | Defaults UponSenior Securities                                                                |  |   | 35     |   |
| Item4.     |  | Submission of Matters to a Vote of SecurityHolders                                            |  |   | 35     |   |
| Item 5.    |  | OtherInformation                                                                              |  |   | 35     |   |
| Item6.     |  | Exhibits                                                                                      |  |   | 35     |   |
| SIGNATURES |  |                                                                                          |  |   |   |   |
|            |

2

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PARTI—FINANCIAL INFORMATION

ITEM 1.    FINANCIALSTATEMENTS (UNAUDITED)

TECHNOLOGY INVESTMENT CAPITALCORP. BALANCE SHEETS AS OF SEPTEMBER 30, 2005 AND DECEMBER31, 2004

ASSETS

|                                                                                                                               |  |                              |             |                           |        |        |             |         |        |        |
|-------------------------------------------------------------------------------------------------------------------------------|--|------------------------------|-------------|---------------------------|--------|--------|-------------|---------|--------|--------|
|                                                                                                                          |  | September30, 2005(Unaudited) |             | December 31,2004(Audited) |
| ASSETS                                                                                                                        |  |                         |        |                      |        |   |        |    |
| Investments,at fair value (cost: $217,573,562 @ 9/30/05; $82,124,730@12/31/04)                                                |  | $                            | 217,812,562 |                      |        | $      | 82,124,730  |    |
| Cashand cashequivalents                                                                                                       |  |                         | 3,431,313   |                      |        |   | 57,317,398  |    |
| Cashand cash equivalents pledged tocreditors                                                                                  |  |                         | 39,939,833  |                      |        |   | 0           |    |
| Interestreceivable – debtinvestments                                                                                    |  |                         | 1,398,518   |                      |        |   | 489,431     |    |
| Interestreceivable – cash and cashequivalents                                                                           |  |                         | 331         |                      |        |   | 7,538       |    |
| Prepaidexpenses                                                                                                               |  |                         | 28,526      |                      |        |   | 102,696     |    |
| Otherassets                                                                                                                   |  |                         | 45,269      |                      |        |   | 460,666     |    |
| TOTALASSETS                                                                                                                   |  | $                            | 262,656,352 |                      |        | $      | 140,502,459 |    |
| **LIABILITIESAND STOCKHOLDERS'EQUITY**                                                                                        |  |                         |             |                      |   |   |             |    |   |   |
| LIABILITIES                                                                                                                   |  |                         |        |                      |        |   |        |    |
| Accruedexpenses                                                                                                               |  | $                            | 1,913,627   |                      |        | $      | 940,922     |    |
| Accruedofferingexpenses                                                                                                       |  |                         | 0           |                      |        |   | 300,000     |    |
| Repurchaseagreement                                                                                                           |  |                         | 39,166,667  |                      |        |   | 0           |    |
| Short-termborrowing under creditfacility                                                                                      |  |                         | 35,000,000  |                      |        |   | 0           |    |
| TotalLiabilities                                                                                                              |  |                         | 76,080,294  |                      |        |   | 1,240,922   |    |
| STOCKHOLDERS'EQUITY                                                                                                           |  |                         |        |                      |        |   |        |    |
| Common stock, $0.01par value, 100,000,000 shares authorized, and 13,463,852 and 10,157,848issued and outstanding,respectively |  |                         | 134,639     |                      |        |   | 101,578     |    |
| Capitalin excess of parvalue                                                                                                  |  |                         | 183,747,348 |                      |        |   | 139,410,302 |    |
| Accumulatednet investment income(loss)                                                                                        |  |                         | 2,455,071   |                      |        |   | (250,343    | )  |
| Unrealizedappreciation oninvestments...                                                                                       |  |                         | 239,000     |                      |        |   | 0           |    |
| TotalStockholders'Equity                                                                                                      |  |                         | 186,576,058 |                      |        |   | 139,261,537 |    |
| TOTALLIABILITIES AND STOCKHOLDERS'EQUITY                                                                                      |  | $                            | 262,656,352 |                      |        | $      | 140,502,459 |    |
| Netasset value per commonshare                                                                                                |  | $                            | 13.86       |                      |        | $      | 13.71       |    |
|                                                                                                                               |

SEEACCOMPANYING NOTES.

3

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TECHNOLOGY INVESTMENT CAPITAL CORP.SCHEDULE OF INVESTMENTSSEPTEMBER 30, 2005(UNAUDITED)

|                                     |  |                      |        |                                                             |  |             |        |             |  |              |        |        |  |        |        |        |  |        |        |        |  |  |
|-------------------------------------|--|----------------------|--------|-------------------------------------------------------------|--|-------------|--------|-------------|--|--------------|--------|--------|--|--------|--------|--------|--|--------|--------|--------|--|--|
| COMPANY(1)                          |  | INDUSTRY             |        | INVESTMENT                                                  |  | AMOUNT      |        | COST        |  | FAIRVALUE(2) |
|                                |  |                 |   |                                                        |  |        |   |        |  |         |   |   |  |   |   |   |  |   |   |   |
| QuestiaMedia, Inc.                  |  | digital media        |        | seniorsecured notes (3)(4)(11)(11.0%, due Jan. 28,2009)     |  | $10,723,821 |        | $10,723,821 |  | $10,723,821  |
| MortgageIT,Inc.                     |  | financial services   |        | senior secured notes(11)(5.5%, due March 29,2007)           |  | 15,000,000  |        | 15,000,000  |  | 15,000,000   |
| AdvancedAestheticsInstitute         |  | medicalservices      |        | senior secured notes (5)(11)(12.0%, dueMarch 31,2009)       |  | 10,000,000  |        | 10,000,000  |  | 10,000,000   |
|                                |  |                 |        | warrantsto purchasecommon stock(9)                          |  |        |        | —     |  | —      |
| TheEnduranceInternationalGroup,Inc. |  | webhosting           |        | senior secured notes(4)(5)(6)(11)(10.04%, due July 23,2009) |  | 13,000,000  |        | 12,711,464  |  | 12,711,464   |
|                                |  |                 |        | convertiblepreferredstock(9)                                |  |        |        | 345,000     |  | 345,000      |
| DirectRevenue,LLC                   |  | internet advertising |        | senior secured notes(6)(7)(11)(12.0%, due Aug. 19,2007)     |  | 3,820,000   |        | 3,734,304   |  | 3.734,304    |
|                                |  |                 |        | warrantsto purchasecommon units(9)                          |  |        |        | 240,000     |  | 0            |
| AvueTechnologies Corp.              |  | software             |        | warrants topurchasecommon units(9)                          |  |        |        | 13,000      |  | 13,000       |
| TrenStarInc.                        |  | logistics technology |        | senior secured notes(3)(5)(11)(10.03%, due Sept. 1,2009)    |  | 16,652,297  |        | 16,652,297  |  | 16,652,297   |
|                                |  |                 |        | warrantsto purchaseconvertible preferred stock(9)           |  |        |        | —     |  | —      |
| 3001,Inc.                           |  | geospatial imaging   |        | senior unsecured notes(5)(11)(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    |
| InnovativeInteractive, LLC          |  | internet advertising |        | senior securednotes (4)(5)(6)(11)(10.11%, due Nov. 24,2009) |  | 10,000,000  |        | 9,692,662   |  | 9,692,662    |
|                                |  |                 |        | warrantsto purchase common units(9)                         |  |        |        | 396,000     |  | 705,000      |
|                                     |

(Continuedon next page)

SEE ACCOMPANYING NOTES.

4

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TECHNOLOGY INVESTMENT CAPITALCORP.SCHEDULE OF INVESTMENTS, ContinuedSEPTEMBER 30,2005(UNAUDITED)

|                                 |  |                           |  |                                                           |  |        |            |        |  |              |             |        |  |        |             |        |  |  |  |  |  |  |
|---------------------------------|--|---------------------------|--|-----------------------------------------------------------|--|--------|------------|--------|--|--------------|-------------|--------|--|--------|-------------|--------|--|--|--|--|--|--|
| COMPANY(1)                      |  | INDUSTRY                  |  | INVESTMENT                                                |  | AMOUNT |            | COST   |  | FAIRVALUE(2) |
| Segovia,Inc.                    |  | satellitecommunications   |  | seniorsecured notes (5)(6)(11)(10.0%, due Feb. 8,2010)    |  | $      | 17,000,000 |   |  | $            | 16,773,271  |   |  | $      | 16,773,271  |   |
|                            |  |                      |  | warrantsto purchasecommon stock(9)                        |  |   |       |   |  |         | 260,000     |   |  |   | 430,000     |   |
| WHITTMANHART,Inc.               |  | IT consulting             |  | senior secured notes(4)(5)(11)(10.25%, due March 23,2010) |  |   | 5,000,000  |   |  |         | 5,000,000   |   |  |   | 5,000,000   |   |
|                            |  |                      |  | warrantsto purchasecommon stock(9)                        |  |   |       |   |  |         | —     |   |  |   | —     |   |
|                            |  |                      |  | preferredstock(9)                                         |  |   |       |   |  |         | 476,000     |   |  |   | 476,000     |   |
|                            |  |                      |  | warrantsto purchase preferred stock(9)                    |  |   |       |   |  |         | 24,000      |   |  |   | 24,000      |   |
| CrystalTechWeb Hosting, Inc.    |  | Webhosting                |  | senior secured notes(5)(11)(12.0%, due March 28,2010)     |  |   | 8,000,000  |   |  |         | 8,000,000   |   |  |   | 8,000,000   |   |
| FalconCommunications            |  | Satellite communications  |  | seniorunsecured notes (5)(11)(10.0%, due March 31,2011)   |  |   | 6,000,000  |   |  |         | 6,000,000   |   |  |   | 6,000,000   |   |
|                            |  |                      |  | commonstock(9)                                            |  |   |       |   |  |         | 2,000,000   |   |  |   | 2,000,000   |   |
| ClimaxGroup, Inc.               |  | software                  |  | senior secured notes(5)(6)(14.0%, due April 30,2008)      |  |   | 5,000,000  |   |  |         | 4,915,318   |   |  |   | 4,915,318   |   |
|                            |  |                      |  | warrantsto purchasecommon stock(9)                        |  |   |       |   |  |         | 100,000     |   |  |   | 100,000     |   |
| WillowCSN Incorporated          |  | virtual workforceservices |  | senior secured notes (5)(11)(10.5%, dueJune 30,2010)      |  |   | 13,500,000 |   |  |         | 13,310,086  |   |  |   | 13,310,086  |   |
|                            |  |                      |  | warrantsto purchasepreferred stock(9)                     |  |   |       |   |  |         | 200,000     |   |  |   | 200,000     |   |
| NetQuote,Inc.                   |  | web-based services        |  | senior secured notes(5)(11) (12.5% , due August 16,2010)  |  |   | 15,000,000 |   |  |         | 15,000,000  |   |  |   | 15,000,000  |   |
| StayOnline,Inc.                 |  | Internet service provider |  | senior secured notes(5)(11) (10.5%, due September 2,2010) |  |   | 15,000,000 |   |  |         | 14,645,143  |   |  |   | 14,645,143  |   |
|                            |  |                      |  | preferredstock(9)                                         |  |   |       |   |  |         | 360,588     |   |  |   | 360,588     |   |
| GenuTecBusiness Solutions, Inc. |  | software                  |  | 9% cumulativepreferred stock(12)                          |  |   |       |   |  |         | 19,900,608  |   |  |   | 19,900,608  |   |
|                            |  |                      |  | warrantsto purchase common stock(9)                       |  |   |       |   |  |         | 100,000     |   |  |   | 100,000     |   |
| MortgagebotAcquisition, LLC     |  | financial services        |  | senior securednotes (5)(11)(10.0%, due October 29,2010)   |  |   | 11,000,000 |   |  |         | 11,000,000  |   |  |   | 11,000,000  |   |
| OptimusCorp.                    |  | IT consulting             |  | senior unsecured notes(5)(14.0%, due September 23,2010)   |  |   | 7,000,000  |   |  |         | 7,000,000   |   |  |   | 7,000,000   |   |
| Totalinvestments                |  |                      |  |                                                      |  |   |       |   |  | $            | 217,573,562 |   |  | $      | 217,812,562 |   |
|                                 |

(Continuedon next page)

SEE ACCOMPANYINGNOTES

5

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TECHNOLOGY INVESTMENT CAPITAL CORP.SCHEDULE OF INVESTMENTS, Continued SEPTEMBER 30, 2005(UNAUDITED)

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                                                               |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | We do 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 voting securities. |

|     |                                                                                 |
|-----|---------------------------------------------------------------------------------|
| (2) | Fair value is determined in good faith by the Boardof Directors of the Company. |

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

|     |                                                                                                                           |
|-----|---------------------------------------------------------------------------------------------------------------------------|
| (4) | Transaction also includes a commitment for additionalnotes and warrants upon satisfaction of certain specifiedconditions. |

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

|     |                                                                  |
|-----|------------------------------------------------------------------|
| (6) | Cost and fair value reflect accretionof original issue discount. |

|     |                                                    |
|-----|----------------------------------------------------|
| (7) | Cost and fairvalue reflect repayment of principal. |

|     |                                                                                                          |
|-----|----------------------------------------------------------------------------------------------------------|
| (8) | Preferred stock and common stock held by limitedliability company, in which we own membership interests. |

|     |                                                 |
|-----|-------------------------------------------------|
| (9) | Non-income producing at the relevant periodend. |

|      |                                                                                                                                                                                                                                                                      |
|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (10) | As a percentage of net assets atSeptember 30, 2005, investments at fair value are categorized asfollows: senior secured notes (89.6%), senior unsecured notes(12.3%), preferred stock (12.4%), common stock(1.6%), and warrants to purchase equity securities(0.8%). |

|      |                                                                                                                                                                                                   |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (11) | Debt investment pledged ascollateral under the Company's revolving credit agreement, withthe following collateral limits noted: Questia $8 million, Trenstar $15million, and Segovia $15 million. |

|      |                                                                                 |
|------|---------------------------------------------------------------------------------|
| (12) | Preferredstock convertible to senior secured notes at the option of theCompany. |

|      |                                                                                                                                                                                                                                                            |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (13) | Aggregate gross unrealizedappreciation for federal income tax purposes is $479,000; aggregategross unrealized depreciation for federal income tax purposes is$240,000. Net unrealized appreciation is $239,000 based upon a tax costbasis of $217,573,562. |

SEE ACCOMPANYINGNOTES.

6

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TECHNOLOGY INVESTMENTCAPITAL CORP. STATEMENTS OF OPERATIONS FOR THE THREE MONTHSAND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004(UNAUDITED)

|                                                                               |  |                                     |            |                                     |  |                                   |            |                                  |  |        |            |        |  |        |            |        |  |  |
|-------------------------------------------------------------------------------|--|-------------------------------------|------------|-------------------------------------|--|-----------------------------------|------------|----------------------------------|--|--------|------------|--------|--|--------|------------|--------|--|--|
|                                                                          |  | ThreeMonths EndedSeptember 30, 2005 |            | Three MonthsEndedSeptember 30, 2004 |  | NineMonthsEndedSeptember 30, 2005 |            | NineMonthsEndedSeptember 30,2004 |
| INVESTMENTINCOME                                                              |  |                                |       |                                |  |                              |       |                             |  |   |       |   |  |   |       |   |
| Interestincome — debtinvestments                                        |  | $                                   | 4,725,201  |                                |  | $                                 | 1,325,457  |                             |  | $      | 11,582,635 |   |  | $      | 2,428,596  |   |
| Interestincome — cash and cashequivalents                               |  |                                | 217,752    |                                |  |                              | 327,159    |                             |  |   | 852,867    |   |  |   | 850,665    |   |
| Otherincome                                                                   |  |                                | 1,556,100  |                                |  |                              | 691,921    |                             |  |   | 3,012,369  |   |  |   | 1,221,921  |   |
| TotalInvestmentIncome                                                         |  |                                | 6,499,053  |                                |  |                              | 2,344,537  |                             |  |   | 15,447,871 |   |  |   | 4,501,182  |   |
| EXPENSES                                                                      |  |                                |       |                                |  |                              |       |                             |  |   |       |   |  |   |       |   |
| Salariesandbenefits                                                           |  |                                | 427,862    |                                |  |                              | 54,780     |                             |  |   | 619,313    |   |  |   | 152,918    |   |
| Investmentadvisoryfees                                                        |  |                                | 1,026,746  |                                |  |                              | 698,337    |                             |  |   | 2,761,229  |   |  |   | 2,077,286  |   |
| Professionalfees                                                              |  |                                | 294,050    |                                |  |                              | 126,500    |                             |  |   | 923,908    |   |  |   | 353,596    |   |
| Insurance                                                                     |  |                                | 25,318     |                                |  |                              | 20,240     |                             |  |   | 75,318     |   |  |   | 60,280     |   |
| Directors'fees                                                                |  |                                | 38,250     |                                |  |                              | 32,250     |                             |  |   | 102,750    |   |  |   | 102,750    |   |
| Transferagent and custodianfees                                               |  |                                | 23,065     |                                |  |                              | 13,900     |                             |  |   | 71,401     |   |  |   | 41,139     |   |
| Interestexpense                                                               |  |                                | 91,874     |                                |  |                              | 0          |                             |  |   | 91,874     |   |  |   | 0          |   |
| Generalandadministrative                                                      |  |                                | 91,382     |                                |  |                              | 51,374     |                             |  |   | 225,610    |   |  |   | 136,595    |   |
| TotalExpenses                                                                 |  |                                | 2,018,547  |                                |  |                              | 997,381    |                             |  |   | 4,871,403  |   |  |   | 2,924,564  |   |
| NETINVESTMENTINCOME                                                           |  | $                                   | 4,480,506  |                                |  | $                                 | 1,374,156  |                             |  | $      | 10,576,468 |   |  | $      | 1,576,618  |   |
| NETUNREALIZED APPRECIATION ONINVESTMENTS                                      |  | $                                   | 239,000    |                                |  | $                                 | 0          |                             |  | $      | 239,000    |   |  | $      | 0          |   |
| NETINCREASE IN STOCKHOLDERS' EQUITY RESULTINGFROMOPERATIONS                   |  | $                                   | 4,719,506  |                                |  | $                                 | 1,374,156  |                             |  | $      | 10,815,468 |   |  | $      | 1,576,618  |   |
| Netincrease in stockholders' equity resulting from operations percommonshare: |  |                                |       |                                |  |                              |       |                             |  |   |       |   |  |   |       |   |
| BasicandDiluted                                                               |  | $                                   | 0.35       |                                |  | $                                 | 0.13       |                             |  | $      | 0.83       |   |  | $      | 0.16       |   |
| Weightedaverage shares of common stockoutstanding:                            |  |                                |       |                                |  |                              |       |                             |  |   |       |   |  |   |       |   |
| BasicandDiluted                                                               |  |                                | 13,393,082 |                                |  |                              | 10,093,067 |                             |  |   | 13,056,977 |   |  |   | 10,046,048 |   |
|                                                                               |

SEEACCOMPANYING NOTES

7

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TECHNOLOGY INVESTMENT CAPITAL CORP.STATEMENTS OF STOCKHOLDERS' EQUITYFOR THE NINE MONTHS ENDEDSEPTEMBER 30, 2005 AND 2004(UNAUDITED)

|                                                                         |  |                                     |            |                               |  |                                         |         |                                       |  |                           |             |        |  |        |            |         |  |        |         |        |  |        |             |         |  |  |
|-------------------------------------------------------------------------|--|-------------------------------------|------------|-------------------------------|--|-----------------------------------------|---------|---------------------------------------|--|---------------------------|-------------|--------|--|--------|------------|---------|--|--------|---------|--------|--|--------|-------------|---------|--|--|
|                                                                    |  |     CommonStock |            | Capital in Excess of ParValue |  | Accumulated Net Investment Income(Loss) |         | Unrealized Appreciation onInvestments |  | Total Stockholders'Equity |
| Shares                                                                  |  | Amount                              |            |
| Balanceat December 31,2003                                              |  |                                | 10,000,100 |                          |  | $                                       | 100,001 |                                  |  | $                         | 138,189,832 |   |  | $      | (320,206   | )  |  | $      | 0       |   |  | $      | 137,969,627 |    |
| Netincrease in stockholders' equity resulting fromoperations            |  |                                | —    |                          |  |                                    | — |                                  |  |                      | —     |   |  |   | 1,576,618  |    |  |   | — |   |  |   | 1,576,618   |    |
| Sharesissued in connection with dividendreinvestment                    |  |                                | 125,306    |                          |  |                                    | 1,253   |                                  |  |                      | 1,769,257   |   |  |   | —    |    |  |   |    |   |  |   | 1,770,510   |    |
| Dividendsdeclared                                                       |  |                                | —    |                          |  |                                    | — |                                  |  |                      | —     |   |  |   | (3,215,264 | )  |  |   | — |   |  |   | (3,215,264  | )  |
| Balanceat September 30,2004                                             |  |                                | 10,125,306 |                          |  | $                                       | 101,254 |                                  |  | $                         | 139,959,089 |   |  | $      | (1,958,852 | )  |  | $      | 0       |   |  | $      | 138,101,491 |    |
|                                                                    |  |                                |       |                          |  |                                    |    |                                  |  |                      |        |   |  |   |       |    |  |   |    |   |  |   |        |    |
| Balanceat December 31,2004                                              |  |                                | 10,157,848 |                          |  | $                                       | 101,578 |                                  |  | $                         | 139,410,302 |   |  | $      | (250,343   | )  |  | $      | 0       |   |  | $      | 139,261,537 |    |
| Netincrease in stockholders' equity resulting fromoperations            |  |                                | —    |                          |  |                                    | — |                                  |  |                      | —     |   |  |   | 10,576,468 |    |  |   | 239,000 |   |  |   | 10,815,468  |    |
| 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                    |  |                                | 190,338    |                          |  |                                    | 1,904   |                                  |  |                      | 2,893,397   |   |  |   | —    |    |  |   | — |   |  |   | 2,895,301   |    |
| Dividendsdeclared                                                       |  |                                | —    |                          |  |                                    | — |                                  |  |                      | —     |   |  |   | (7,871,054 | )  |  |   | — |   |  |   | (7,871,054  | )  |
| Balanceat September 30,2005                                             |  |                                | 13,463,852 |                          |  | $                                       | 134,639 |                                  |  | $                         | 183,747,348 |   |  | $      | 2,455,071  |    |  | $      | 239,000 |   |  | $      | 186,576,058 |    |
|                                                                         |

SEEACCOMPANYING NOTES

8

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TECHNOLOGY INVESTMENT CAPITALCORP. STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDEDSEPTEMBER 30, 2005 AND2004(UNAUDITED)

|                                                                                                                                    |  |                                    |              |                                    |  |        |             |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------|--|------------------------------------|--------------|------------------------------------|--|--------|-------------|---------|--|--|
|                                                                                                                               |  | NineMonths EndedSeptember 30, 2005 |              | Nine MonthsEndedSeptember 30, 2004 |
| CASH FLOWSFROM OPERATINGACTIVITIES                                                                                                 |  |                               |         |                               |  |   |        |    |
| Net increase instockholders' equity resulting fromoperations                                                                       |  | $                                  | 10,815,468   |                               |  | $      | 1,576,618   |    |
| Adjustmentsto reconcile net increase in stockholders' equity resulting fromoperations to net cash provided by operatingactivities: |  |                               |         |                               |  |   |        |    |
| Net unrealizedappreciation oninvestments                                                                                           |  |                               | (239,000     | )                             |  |   | 0           |    |
| Increasein investments due to PIKinterest                                                                                          |  |                               | (3,060,069   | )                             |  |   | (665,292    | )  |
| Increasein interestreceivable                                                                                                      |  |                               | (901,880     | )                             |  |   | (575,124    | )  |
| Decreasein prepaidexpenses                                                                                                         |  |                               | 74,170       |                               |  |   | 47,030      |    |
| Decrease(increase) in otherassets                                                                                                  |  |                               | 415,397      |                               |  |   | (5,671      | )  |
| Amortizationofdiscounts                                                                                                            |  |                               | (285,405     | )                             |  |   | (24,870     | )  |
| Increasein accrued expenses and otherliabilities                                                                                   |  |                               | 672,705      |                               |  |   | 577,389     |    |
| NetCash Provided By OperatingActivities                                                                                            |  |                               | 7,491,386    |                               |  |   | 930,080     |    |
| CASHFLOWS FROM INVESTINGACTIVITIES                                                                                                 |  |                               |         |                               |  |   |        |    |
| Purchases ofinvestments                                                                                                            |  |                               | (151,003,358 | )                             |  |   | (64,200,000 | )  |
| Repaymentsofprincipal                                                                                                              |  |                               | 18,900,000   |                               |  |   | 280,000     |    |
| NetCash Used in InvestingActivities                                                                                                |  |                               | (132,103,358 | )                             |  |   | (63,920,000 | )  |
| CASHFLOWS FROM FINANCINGACTIVITIES                                                                                                 |  |                               |         |                               |  |   |        |    |
| Proceeds from theissuance of commonstock                                                                                           |  |                               | 43,709,678   |                               |  |   | 0           |    |
| Offeringexpenses from the issuance of commonstock                                                                                  |  |                               | (2,234,872   | )                             |  |   | 0           |    |
| Amountborrowed under repurchaseagreement                                                                                           |  |                               | 39,166,667   |                               |  |   | 0           |    |
| Amountborrowed under creditfacility                                                                                                |  |                               | 35,000,000   |                               |  |   | 0           |    |
| Dividendspaid                                                                                                                      |  |                               | (4,975,753   | )                             |  |   | (1,444,754  | )  |
| NetCash Provided By (Used In) FinancingActivities                                                                                  |  |                               | 110,665,720  |                               |  |   | (1,444,754  | )  |
| NETDECREASE IN CASH AND CASHEQUIVALENTS                                                                                            |  |                               | (13,946,252  | )                             |  |   | (64,434,674 | )  |
| CASHAND CASH EQUIVALENTS, BEGINNING OFPERIOD                                                                                       |  |                               | 57,317,398   |                               |  |   | 138,228,765 |    |
| CASHAND CASH EQUIVALENTS, END OFPERIOD                                                                                             |  | $                                  | 43,371,146   |                               |  | $      | 73,794,091  |    |
| NON-CASHFINANCING ACTIVITIES                                                                                                       |  |                               |         |                               |  |   |        |    |
| Sharesissued in connection with dividend reinvestmentplan                                                                          |  | $                                  | 2,895,301    |                               |  | $      | 1,770,510   |    |
|                                                                                                                                    |

SEEACCOMPANYING NOTES

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TECHNOLOGYINVESTMENT CAPITAL CORP. NOTES TO FINANCIAL STATEMENTSSEPTEMBER 30, 2005 (UNAUDITED)

NOTE 1.    UNAUDITEDINTERIM FINANCIAL STATEMENTS

Interim financial statements ofTechnology Investment Capital Corp. ("TICC"or the "Company") are prepared in accordancewith generally 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 itsportfolio's total return, principally by investing in the debtand/or equity securities of technology-related companies.

TICC's investment activities are managed by TechnologyInvestment Management, LLC ("TIM"), aregistered investment adviser under the Investment Advisers Act of1940, as amended. BDC Partners, LLC ("BDCPartners") is the managing member of TIM and serves as theadministrator of TICC.

NOTE 3.    INVESTMENT VALUATION

The Company carries its investments at fair value, as determined ingood faith by the Board of Directors. Securities that are publiclytraded are valued at the reported closing price on the valuation date.Debt and equity securities that are not publicly traded are valued atfair value as determined in good faith by the Board of Directors. Inconnection with that determination, members of the Company'sportfolio management team prepare portfolio company valuations usingthe most recent portfolio company financial statements and forecasts.Since March 2004, the Company has also engaged an independent valuationfirm, Houlihan Lokey Howard & Zukin("HLHZ"), to perform independent valuationsof its investments. On April 27, 2005, upon the recommendation of theCompany's Valuation Committee, the Board of Directors approved achange in the Company's valuation process, whereby HLHZ will notprepare valuations for any portfolio investments that, when combinedwith all other investments in the same portfolio company, have a fairvalue as of the previous quarter of less than $2 million.

TheBoard of Directors uses the recommended valuations as prepared bymanagement and HLHZ, respectively, as a component of the foundation forits final fair value determination. In making such determination, theBoard of Directors values non-convertible debt securities at cost plusamortized original issue discount, plus payment-in-kind("PIK") interest, if any, unless adversefactors lead to a determination of a lesser valuation. Due to theuncertainty inherent in the valuation process, such estimates of fairvalue may differ significantly from the values that would have resultedhad others made the determination using the same or differentprocedures or had a readily available market for the securitiesexisted, and the differences could be material. Additionally, changesin the 

10

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market environment and other events that mayoccur over the life of the investments may cause the gains or lossesultimately realized on these investments to be different than the gainsor losses implied by the valuation currently assigned to suchinvestments. We will record unrealized depreciation on investments whenwe believe that an investment has become impaired, including when theenterprise value of the portfolio company does not currently supportthe carrying value of our debt or equity investment. We will recordunrealized appreciation if we believe that the underlying portfoliocompany has appreciated in value and our equity security has alsoappreciated in value. Changes in fair value are recorded in thestatement of operations as the net change in unrealized appreciation ordepreciation.

NOTE 4.    EARNINGS PER SHARE

Thefollowing table sets forth the computation of basic and diluted netincrease in stockholders' equity resulting from operations pershare for the three months and nine months ended September 30, 2005 and2004,respectively:

|                                                                                                                      |  |                                               |            |                                                |  |                                               |            |                                              |  |        |            |        |  |        |            |        |  |  |
|----------------------------------------------------------------------------------------------------------------------|--|-----------------------------------------------|------------|------------------------------------------------|--|-----------------------------------------------|------------|----------------------------------------------|--|--------|------------|--------|--|--------|------------|--------|--|--|
|                                                                                                                 |  | ThreeMonths EndedSeptember 30,2005(Unaudited) |            | Three Months EndedSeptember30, 2004(Unaudited) |  | Nine MonthsEndedSeptember 30, 2005(Unaudited) |            | NineMonths EndedSeptember 30,2004(Unaudited) |
| Numerator for basic and dilutednet investment income pershare                                                        |  | $                                             | 4,480,506  |                                           |  | $                                             | 1,347,156  |                                         |  | $      | 10,576,468 |   |  | $      | 1,576,618  |   |
| Numeratorfor basic and diluted income per share – net increase instockholders' equity resulting fromoperations |  | $                                             | 4,719,506  |                                           |  | $                                             | 1,347,156  |                                         |  | $      | 10,815,468 |   |  | $      | 1,576,618  |   |
| Denominatorfor basic and diluted income per share – weighted averageshares                                     |  |                                          | 13,393,082 |                                           |  |                                          | 10,093,067 |                                         |  |   | 13,056,977 |   |  |   | 10,046,048 |   |
| Basicand diluted net investment income pershare                                                                      |  | $                                             | 0.33       |                                           |  | $                                             | 0.13       |                                         |  | $      | 0.81       |   |  | $      | 0.16       |   |
| Basicand diluted net increase in stockholders' equity resulting fromoperations per commonshare                       |  | $                                             | 0.35       |                                           |  | $                                             | 0.13       |                                         |  | $      | 0.83       |   |  | $      | 0.16       |   |
|                                                                                                                      |

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("Royce & Associates"). Jonathan H.Cohen, our chief executive officer, and Saul B. 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. Under the investment advisory agreement, wehave agreed to pay TIM an annual base fee of 2% based on averagegross assets, and an incentive fee based upon our performance. Under anadministration agreement, we have agreed to pay or reimburse BDCPartners, as administrator, for certain expenses incurred in operatingthe Company. For the three months ended September 30, 2005 and 2004,respectively, TICC incurred investment advisory fees of approximately$1,026,746 and $698,337; for the nine months ended September 30, 2005and 2004, respectively, TICC incurred investment advisory fees ofapproximately $2,761,229 and $2,077,286 of which approximately$1,042,969 and $698,786 remained payable to TIM at September 30, 2005and 2004, respectively. There were no incentive advisory fees earnedfrom inception through September 30, 2005. Pursuant to the terms of itsadministration agreement with BDC Partners, for the three months endedSeptember 30, 2005 and 2004, respectively, TICC incurred approximately$427,862 and $54,780 in compensation expenses for employees allocatedto the administrative activities of TICC; for the nine months endedSeptember 30, 2005 and 2004, respectively, TICC incurred approximately$619,313 and $152,918 in such expenses, of which approximately $346,949and $9,894 remained payable to BDC Partners at September 30, 2005 and2004, respectively. TICC also incurred facility costs of approximately$11,856 and $11,353 for the three months ended September 30, 2005 and2004, respectively; for the nine months ended September 30,

11

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2005 and 2004, TICC incurred approximately$35,421 and $17,262, respectively, for such costs, of whichapproximately $529 and $0 remained payable to BDC Partners at September30, 2005 and 2004, respectively.

NOTE 6.    DIVIDENDS

The Company intends to continue to operate so as to qualify to betaxed as a RIC under the Code and, as such, would not be subject tofederal income tax on the portion of its taxable income and gainsdistributed 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 the amount of dividends declared, however, aportion of the total amount of the Company's dividends for thefiscal year may be deemed a return of capital for tax purposes to theCompany's stockholders.

On September 30, 2005, the Companypaid a dividend of $0.25 per share with respect to the third quarter of2005.

The Company has a dividend reinvestment plan under whichall distributions are paid to stockholders in the form of additionalshares unless a stockholder elects to receive cash.

NOTE7.    NET ASSET VALUE PER SHARE

The Company's net assetvalue per share at September 30, 2005 was approximately $13.86, and atDecember 31, 2004 was approximately $13.71. In determining theCompany's net asset value per share, the Board of Directorsdetermined in good faith the net asset value of the Company'sportfolio investments for which no public trading market exists.

NOTE 8.    PAYMENT-IN-KIND INTEREST

The Company hasinvestments in its portfolio which contain a PIK provision. The PIKinterest is added to the principal balance of the investment and isrecorded as interest income. To maintain its status as a RIC, thisincome must be paid out to stockholders in the form of dividends, eventhough the Company has not yet collected any cash. Amounts necessary topay these dividends may come from available cash or the liquidation ofcertain investments. For the three months ended September 30, 2005 and2004, the Company had approximately $1,130,342 and $253,726,respectively, in PIK interest. For the nine months ended September 30,2005 and 2004, the Company had approximately $3,060,072 and $665,292,respectively, in PIK interest.

In addition, the Company recordedoriginal issue discount ("OID") income ofapproximately $112,238 and $285,405 for the three months and ninemonths ended September 30, 2005, respectively, representing theamortization of the discounted cost attributed to certain debtsecurities purchased by the Company in connection with the issuance ofwarrants. The Company had approximately $24,870 in OID income for thethree months and nine months ended September 30, 2004,respectively.

NOTE 9.    OTHER INCOME

Other incomeincludes primarily closing fees, or origination fees, associated withinvestments in portfolio companies. Such fees are normally paid atclosing of the Company's investments, are fully earned andnon-refundable, and are generally non-recurring.

The 1940 Actrequires that a business development company make available managerialassistance to its portfolio companies. The Company may receive feeincome for managerial assistance it renders to portfolio companies inconnection with its investments. For the three months and nine monthsended September 30, 2005 and 2004, the Company received no fee incomefor managerial assistance.

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NOTE 10.    FINANCIAL HIGHLIGHTS

Financial highlights for the three months and nine months periodended September 30, 2005 and 2004, are asfollows:

|                                                                       |  |                                               |             |                                                |  |                                               |             |                                               |  |        |             |         |  |        |             |          |  |  |
|-----------------------------------------------------------------------|--|-----------------------------------------------|-------------|------------------------------------------------|--|-----------------------------------------------|-------------|-----------------------------------------------|--|--------|-------------|---------|--|--------|-------------|----------|--|--|
|                                                                  |  | ThreeMonths EndedSeptember 30,2005(Unaudited) |             | Three Months EndedSeptember30, 2004(Unaudited) |  | Nine MonthsEndedSeptember 30, 2005(Unaudited) |             | NineMonths Ended September 30,2004(Unaudited) |
| PerShare Data                                                         |  |                                          |        |                                           |  |                                          |        |                                          |  |   |        |    |  |   |        |     |
| Netasset value at beginning ofperiod                                  |  | $                                             | 13.74       |                                           |  | $                                             | 13.61       |                                          |  | $      | 13.71       |    |  | $      | 13.80       |     |
| Netinvestmentincome                                                   |  |                                          | 0.33        |                                           |  |                                          | 0.13        |                                          |  |   | 0.81        |    |  |   | 0.16        |     |
| Netrealized and unrealizedgains(1)                                    |  |                                          | 0.04        |                                           |  |                                          | 0.01        |                                          |  |   | 0.04        |    |  |   | 0.00        |     |
| Distributionsfrom net investmentincome                                |  |                                          | (0.25       | )                                         |  |                                          | (0.11       | )                                        |  |   | (0.59       | )  |  |   | (0.32       | )   |
| Effectof shares issued, net of offeringexpenses                       |  |                                          | 0.00        |                                           |  |                                          | 0.00        |                                          |  |   | (0.11       | )  |  |   | 0.00        |     |
| Netasset value at end ofperiod                                        |  | $                                             | 13.86       |                                           |  | $                                             | 13.64       |                                          |  | $      | 13.86       |    |  | $      | 13.64       |     |
| Pershare market value at beginning ofperiod                           |  | $                                             | 14.80       |                                           |  | $                                             | 13.51       |                                          |  | $      | 15.01       |    |  | $      | 15.55       |     |
| Pershare market value at end ofperiod                                 |  | $                                             | 15.79       |                                           |  | $                                             | 13.99       |                                          |  | $      | 15.79       |    |  | $      | 13.99       |     |
| Totalreturn(2)(3)                                                     |  |                                          | 8.38        | %                                         |  |                                          | 4.4         | %                                        |  |   | 9.13        | %  |  |   | (8.0        | %)  |
| Sharesoutstanding at end ofperiod                                     |  |                                          | 13,463,852  |                                           |  |                                          | 10,125,406  |                                          |  |   | 13,463,852  |    |  |   | 10,125,406  |     |
| Ratios/SupplementalData                                               |  |                                          |        |                                           |  |                                          |        |                                          |  |   |        |    |  |   |        |     |
| Net assetsat end ofperiod                                             |  | $                                             | 186,576,058 |                                           |  | $                                             | 138,101,491 |                                          |  | $      | 186,576,058 |    |  | $      | 138,101,491 |     |
| Averagenetassets                                                      |  | $                                             | 184,927,207 |                                           |  | $                                             | 137,584,626 |                                          |  | $      | 178,271,603 |    |  | $      | 137,711,756 |     |
| Ratioof expenses to average net assets –annualized              |  |                                          | 4.37        | %                                         |  |                                          | 2.90        | %                                        |  |   | 3.64        | %  |  |   | 2.83        | %   |
| Ratioof net investment income to average net assets –annualized |  |                                          | 9.69        | %                                         |  |                                          | 3.92        | %                                        |  |   | 7.91        | %  |  |   | 1.53        | %   |
|                                                                       |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Includesrounding adjustment to reconcile change in net asset value per share.There were no realized or unrealized gains for the periods endedSeptember 30, 2004. |

|     |                       |
|-----|-----------------------|
| (2) | Amount notannualized. |

|     |                                                                                                                                              |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Total return equals theincrease/decrease of the ending market value per share plus dividendsdivided by the beginning market value per share. |

NOTE11.    CASH AND CASH EQUIVALENTS

At September 30, 2005 andDecember 31, 2004, cash and cash equivalents consistedof:

|                                                |  |                              |            |                           |  |        |            |        |  |  |
|------------------------------------------------|--|------------------------------|------------|---------------------------|--|--------|------------|--------|--|--|
|                                           |  | September30,2005 (Unaudited) |            | December 31,2004(Audited) |
| UBS Select Money MarketFund                    |  | $                            | 0          |                      |  | $      | 2,026,577  |   |
| Eurodollar TimeDeposit (due 10/3/05 and1/3/05) |  |                         | 3,400,000  |                      |  |   | 1,200,000  |   |
| EurodollarTime Deposit (due1/4/05)             |  |                         | 0          |                      |  |   | 24,000,000 |   |
| U.S. TreasuryBill (due 1/13/05)                |  |                         | 0          |                      |  |   | 29,984,300 |   |
| U.S.Treasury Bill (due10/20/05)                |  |                         | 39,939,833 |                      |  |   | —    |   |
| TotalCashEquivalents                           |  |                         | 43,339,833 |                      |  |   | 57,210,877 |   |
| Cash                                           |  |                         | 31,313     |                      |  |   | 106,521    |   |
| Cashand CashEquivalents                        |  | $                            | 43,371,146 |                      |  | $      | 57,317,398 |   |
|                                                |

13

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NOTE 12.    COMMITMENTS

As ofSeptember 30, 2005, the Company had issued commitments to purchaseadditional debt investments and/or warrants from certain portfoliocompanies, contingent upon their meeting agreed-upon financialmilestones. Total commitments of $16 million include Questia ($2million), The Endurance International Group ($2 million), InnovativeInteractive, LLC (formerly eXact Advertising) ($5 million) andWHITTMANHART ($7 million).

NOTE13.    REPURCHASE AGREEMENT

On September 29, 2005, theCompany entered into a repurchase agreement (the"Repurchase Agreement") with BayerischeHypo-Und Vereinsbank AG ("HVB") for$39,166,667, which agreement was settled on October 3, 2005. Arepurchase agreement is a form of collateralized borrowing under whicha company sells a security to another party for cash and at the sametime commits to repurchase that security at a later date for a statedprice plus interest. The Repurchase Agreement is fully collateralizedby a United States Treasury Bill with a carrying value of $39,939,833,a maturity date of October 20, 2005 and an interest rate of2.85%. The interest rate on the Repurchase Agreement was3.35% for a cost of $14,579 for the period from September 29 toOctober 3, 2005.

NOTE 14.    REVOLVING CREDIT AGREEMENT

On May 18, 2005, the Company entered into an uncommitted $35 millionsenior secured revolving credit facility with HVB, as administrativeagent and a lender. The facility will supplement the Company'sequity capital and provide funding for additional portfolioinvestments, as well as general corporate purposes. As of September 30,2005, the Company had drawn down the full amount under this facility;amounts borrowed bear interest at variable rates, based upon either theprime rate, federal funds rate or LIBOR, plus an applicable margin. AtSeptember 30, 2005 all amounts borrowed were bearing interest at therespective 30-day LIBOR plus the applicable margin. Portfolioinvestments with a carrying value of $173.3 million have been pledgedas collateral to secure amounts borrowed. All amounts borrowed underthe facility will mature, and all accrued and unpaid interestthereunder will be due and payable, within one year of the date of theborrowing. The facility also contains customary representations,warranties, covenants and events of default.

NOTE15.    SUBSEQUENT EVENTS

On October 13, 2005, the Companyentered into an agreement amending its credit facility to increase thecredit facility from $35 million to $100 million, with Royal Bank ofCanada as an additional lender under the amended credit facility. $35million available under the amended credit facility may be borrowedprior to, and is payable in full on, May 18, 2007. The remaining $65million available under the amended credit facility may be borrowedprior to, and is payable in full on, February 10, 2006.

OnOctober 26, 2005, the Board of Directors declared a cash dividend of$0.30 per share to holders of record on December 9, 2004, payable onDecember 30, 2005.

|              |                                                                                      |
|--------------|--------------------------------------------------------------------------------------|
| ITEM2.  | MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OFOPERATIONS. |

FORWARD-LOOKINGSTATEMENTS

The information contained in this section should beread in conjunction with our financial statements and related notes andschedules thereto appearing elsewhere in this Quarterly Report, as wellas the sections entitled "Selected FinancialData" and "Management's Discussion andAnalysis of Financial Condition and Results of Operations"and the financial statements and related notes and schedules theretoincluded in our annual report on Form 10-K for the year ended December31, 2004.

This Quarterly Report, including theManagement's Discussion and Analysis of Financial Condition andResults of Operations, contains forward-looking statements that involvesubstantial 

14

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risks and uncertainties. Theseforward-looking statements are not historical facts, but rather arebased on current expectations, estimates and projections about ourindustry, our beliefs, and our assumptions. Words such 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 may impairour portfolio companies' performance; |

|  |              |                                                                                                                                      |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | a contraction of available credit and/or aninability 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 inaccurate. In light of these and other uncertainties,the inclusion 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.

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 amounts of assets andliabilities, 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 ouronly critical accounting policy.

Investment Valuation

The most significant estimate inherent in the preparation of ourconsolidated financial statements is the valuation of investments andthe related amounts of unrealized appreciation and depreciation ofinvestments recorded.

There is no single standard fordetermining fair value in good faith. As a result, determining fairvalue requires that judgment be applied to the specific facts andcircumstances of each portfolio investment while employing aconsistently applied valuation process for the types of investments wemake. We are required to specifically value each individual investmenton a quarterly basis. We will record unrealized depreciation oninvestments when we believe that an investment has become impaired,including where collection of a loan or realization of an equitysecurity is doubtful, or when the enterprise value of the portfoliocompany does not currently support the cost of our debt or equityinvestment. Enterprise value means the entire value of the company to apotential buyer, including the sum of the values of debt and equitysecurities used to capitalize the enterprise at a point in time. Wewill record unrealized appreciation if we believe that the underlyingportfolio company has appreciated in value and our equity security hasalso appreciated in value. Changes in fair value are recorded in thestatement of operations as net change in unrealized appreciation ordepreciation.

Our process for determining the fair value of aprivate finance investment begins with determining the enterprise valueof the portfolio company. The fair value of our investment is based onthe enterprise value at which the portfolio company could be sold in anorderly disposition over a 

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reasonable period of time between willingparties other than in a forced or liquidation sale. The liquidity eventwhereby we exit a private finance investment is generally the sale, therecapitalization or, in some cases, the initial public offering of theportfolio company.

There is no one methodology to determineenterprise value and, in fact, for any one portfolio company,enterprise value is best expressed as a range of fair values, fromwhich we derive a single estimate of enterprise value. To determine theenterprise value of a portfolio company, we analyze its historical andprojected financial results, as well as the nature and value of anycollateral. We generally require portfolio companies to provide annualaudited and quarterly unaudited financial statements, as well as annualprojections for the upcoming fiscal year.

If there is adequateenterprise value to support the repayment of our debt, the fair valueof our loan or debt security normally corresponds to cost unless theborrower's condition or other factors lead to a determination offair value at a different amount. The fair value of equity interests inportfolio companies is determined based on various factors, includingthe enterprise value remaining for equity holders after the repaymentof the portfolio company's debt and other preference capital, andother pertinent factors such as recent offers to purchase a portfoliocompany, recent transactions involving the purchase or sale of theportfolio company's equity securities, or other liquidationevents. The determined equity values are generally discounted when wehave a minority position, restrictions on resale, specific concernsabout the receptivity of the capital markets to a specific company at acertain time, or other factors.

Our Board of Directorsdetermines the value of our investment portfolio each quarter. Inconnection with that determination, members of our portfolio managementteam prepare portfolio company valuations using the most recentportfolio company financial statements and forecasts. Since March 2004,we have engaged the firm of Houlihan Lokey Howard & Zukin("HLHZ") to independently evaluate ourportfolio investments, although the Board of Directors ultimatelydetermines the appropriate valuation of each such investment. On April27, 2005, upon the recommendation of the our Valuation Committee, ourBoard of Directors approved a change in our valuation process, wherebyHLHZ will not prepare valuations for any portfolio investments that,when combined with all other investments in the same portfolio company,have a fair value as of the previous quarter of less than $2 million.The Board uses the recommended valuations as prepared by management andHLHZ, respectively, as a component of the final fair valuedetermination of our portfolio investments.

OVERVIEW

Ourinvestment objective is to maximize our portfolio's total return,principally by investing in the debt and/or equity securities oftechnology-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 theInvestment Company Act of 1940, as amended ("1940Act"). We have elected to be treated for tax purposes as aregulated investment company ("RIC") underthe Internal Revenue Code of 1986, as amended (the"Code"), beginning with our 2003 taxableyear.

Our investment activities are managed by TechnologyInvestment Management, LLC ("TIM"), aregistered investment adviser under the Investment Advisers Act of1940. TIM is owned by BDC Partners, LLC ("BDCPartners"), its managing member, and Royce &Associates, LLC ("Royce & Associates").Jonathan H. Cohen, our chief executive officer, and Saul B. Rosenthal,our president and chief operating officer, are the members of BDCPartners, and Charles M. Royce, our non-executive chairman, is thepresident of Royce & Associates. Under the investment advisoryagreement, we have agreed to pay TIM an annual base fee calculated ongross assets, and an incentive fee based upon our performance. Under anadministration agreement, we have agreed to pay or reimburse BDCPartners, as administrator, for certain expenses incurred in operatingthe Company. Our executive officers and directors, and the executiveofficers of TIM and BDC Partners, serve or may serve as officers anddirectors of entities that operate in a line of business similar to ourown. Accordingly, they may have obligations to investors in thoseentities, the fulfillment of which might 

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not be in the best interests of us or ourstockholders. For more information, see "RiskFactors—There are significant potential conflicts of interest,which could impact our investment returns."

Weconcentrate our investments in companies having annual revenues of lessthan $200 million and/or a market capitalization of less than $300million. We focus on companies that create products or provide servicesrequiring advanced 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 will, at the time of our investment, have employeesand revenues. Many of these companies will have financial backingprovided by private equity or venture capital funds or other financialor strategic sponsors at the time we make an investment.

Weexpect that our investments will generally range between $5 million and$25 million each, although this investment size may varyproportionately as the size of our capital base changes, and willaccrue interest at fixed and variable rates. As of September 30, 2005,our debt investments had stated interest rates of between 5.5%and 14.0% and maturities of between 18 and 66 months. Inaddition, our total portfolio of debt investments had a weightedaverage interest rate of approximately 10.5% as of September 30,2005.

Our loans may carry a provision for deferral of some or allof the interest payments, which will be added to the principal amountof 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 $1.1 million and $3.1 million,respectively, for the three months and nine months ended September 30,2005.

In addition, as a business development company under the1940 Act, we are required to make available significant managerialassistance, for which we may receive fees, to our portfolio companies.These fees would be generally non-recurring, however in some instancesthey may have a recurring component. We have received no fee income formanagerial assistance to date.

Prior to making an investment, wetypically enter into a non-binding term sheet with the potentialportfolio company. These term sheets are generally subject to a numberof conditions, including but not limited to the satisfactory completionof our due diligence investigations of the company's business andlegal documentation for the loan.

During the quarter endedSeptember 30, 2005, our investments had a net unrealized appreciationof $239,000. In the third quarter of 2005, we closed approximately $70million in portfolio investments, including an additional debtinvestment of $2 million to an existing portfolio company and $68million of investments in new portfolio companies. A total of $600,000of principal in debt investments was repaid by our existing portfoliocompanies during the quarter ended September 30, 2005.

To theextent possible, our loans will be collateralized by a securityinterest in the borrower's assets or guaranteed by a principal tothe transaction. Interest payments, if not deferred, are normallypayable quarterly with amortization of principal being deferred forseveral years. When we receive a warrant to purchase stock in aportfolio company, the warrant will typically have a nominal strikeprice, and will entitle us to purchase a modest percentage of theborrower's stock.

Set forth below is our current portfolioof investments as of September 30, 2005. As of September 30, 2005, wealso had outstanding commitments to fund an additional $16 million tofour portfolio companies.

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|                                 |  |                            |  |                                                                                                                                 |  |                                                                                                                               |  |  |  |  |  |  |  |  |
|---------------------------------|--|----------------------------|--|---------------------------------------------------------------------------------------------------------------------------------|--|-------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--|--|--|--|
| PortfolioCompany (1)            |  | Industry                   |  | Investment                                                                                                                      |  | Fair Value(2) (inthousands)                                                                                                   |
| Questia Media,Inc.              |  | digital media              |  | seniorsecured notes(3)(4)                                                                                                       |  | $10,724                                                                                                                       |
| MortgageIT,Inc.                 |  | financial services         |  | senior securednotes                                                                                                             |  |   15,000                                                                                                            |
| AdvancedAesthetics Institute    |  | medical services           |  | senior securednoteswarrants to purchasecommonstock                                                                              |  |   10,000        —                                                     |
| TheEndurance InternationalGroup |  | Webhosting                 |  | seniorsecured notes (4)(6)convertible preferredstock                                                                            |  | 12,711    345                                                                                             |
| DirectRevenue,LLC               |  | internet advertising       |  | senior secured notes(6)(7)warrants to purchasecommonunits                                                                       |  |  3,734          0                                                           |
| AvueTechnologiesCorporation     |  | Software                   |  | warrantsto purchase commonstock                                                                                                 |  |        13                                                                                  |
| TrenStarInc.                    |  | logistics technology       |  | senior secured notes(3)warrants to purchaseconvertible preferredstock                                                           |  | 16,652      —                                                                             |
| 3001,Inc.                       |  | geospatial imaging         |  | senior unsecurednotespreferred stock (5)common stock(5)                                                                         |  | 10,000  2,000  1,000                                                                                      |
| InnovativeInteractive, LLC      |  | internet advertising       |  | senior securednotes (4)(6)warrants to purchasecommonunits                                                                       |  |  9,693    705                                                                                        |
| Segovia,Inc.                    |  | satellitecommunications    |  | senior secured notes(6)warrants to purchasecommonstock                                                                          |  | 16,773      430                                                                                      |
| WHITTMANHART,INC.               |  | IT consulting              |  | senior secured notes(4)warrants to purchasecommon stockconvertible preferredstockwarrants to purchaseconvertible preferredstock |  |  5,000    —       476      24 |
| CrystalTechWeb Hosting, Inc.    |  | webhosting                 |  | senior securednotes                                                                                                             |  |  8,000                                                                                                                   |
| Falcon Communications,Inc.      |  | satellitecommunications    |  | senior unsecurednotescommonstock                                                                                                |  |  6,000 2,000                                                                                                        |
| ClimaxGroup, Inc.               |  | software                   |  | senior securednotes(6)warrants to purchasecommonstock                                                                           |  |  4,915    100                                                                                        |
| WillowCSN Incorporated          |  | virtual workforce services |  | seniorsecured noteswarrants to purchase preferredstock                                                                          |  | 13,310    200                                                                                             |
| NetQuote,Inc                    |  | web-based services         |  | senior securednotes                                                                                                             |  | 15,000                                                                                                                        |
| StayOnline,Inc.                 |  | internet service provider  |  | senior securednotespreferredstock                                                                                               |  | 14,645    361                                                                                             |
| GenuTecBusiness Solutions, Inc. |  | software                   |  | 9% cumulativepreferred stockwarrants to purchase commonstock                                                                    |  | 19,901      100                                                                                 |
| MortgagebotAcquisition, LLC     |  | financial services         |  | securednotes                                                                                                                    |  |   11,000                                                                                                            |
| Optimus Corp.                   |  | ITconsulting               |  | senior securednotes                                                                                                             |  |     7,000                                                                                                 |
| **TotalInvestments:**           |  |                       |  |                                                                                                                            |  | $217,812                                                                                                                      |
|                                 |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                         |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (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 value is determined in good faith by our Boardof Directors. |

|     |                                              |
|-----|----------------------------------------------|
| (3) | Investment includespayment-in-kind interest. |

|     |                                                                                                                               |
|-----|-------------------------------------------------------------------------------------------------------------------------------|
| (4) | Transaction alsoincludes a commitment to fund additional notes and warrants uponsatisfaction of certain specified conditions. |

|     |                                                                                                  |
|-----|--------------------------------------------------------------------------------------------------|
| (5) | Preferred Stock and common stock are indirectly heldthrough limited liability company interests. |

|     |                                                          |
|-----|----------------------------------------------------------|
| (6) | Fair value reflects accretion of original issuediscount. |

|     |                                            |
|-----|--------------------------------------------|
| (7) | Fair value reflects repayment ofprincipal. |

In addition, we believe that we have a strongpipeline of potential transactions in various stages. We continue towork diligently toward the consummation of additional investments, andour 

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management is actively involved inidentifying and evaluating potential opportunities. However, there canbe no assurance when or if these transactions will close.

OnSeptember 23, 2005, we announced the resignation of four employees ofTIM, our investment adviser, including Lee D. Stern, who was also theChief Transaction Officers and an Executive Vice President of TICC. Mr.Stern remained with the Company through October 31, 2005. The otheremployee resignations were effective September 21, 2005. The Companyhas maintained an on-going recruiting process and has hired a seniorlevel investment professional to supplement its internal resources. TheCompany is continuing to search for additional investment professionalsto complement existing staffing; however, the Company believes that TIMhas adequate resources to act as the Company's investmentadviser.

Portfolio Grading

For the quarter endingSeptember 30, 2005, we have adopted a credit grading system to monitorthe quality of our debt investment portfolio. Grade  1 is forthose investments which are trending ahead of expectations.Grade  2 is for investments where full repayment of principal andinterest is expected. Grade  3 is for investments that requirecloser monitoring, but full repayment of principal and interest isexpected. Grade  4 is for investments for which some reduction ofinterest income is expected, but no loss of principal is expected.Grade  5 is for investments for which some loss of principal isexpected. As of September 30, 2005, our portfolio had a weightedaverage grade of 1.9, based upon the fair value of the debt investmentsin the portfolio. Equity securities are not graded.

At September30, 2005, our debt investment portfolio was graded asfollows:

|                |  |                     |         |                               |  |        |         |         |  |  |
|----------------|--|---------------------|---------|-------------------------------|--|--------|---------|---------|--|--|
|           |  | AtSeptember 30,2005 |
| Grade          |  | PortfolioatValue    |         | Percentage of Total Portfolio |
| ($inthousands) |  |                |    |                          |  |   |    |    |
| 1              |  | $                   | 62,177  |                          |  |   | 32.7    | %  |
| 2              |  |                | 82,679  |                          |  |   | 43.5    |    |
| 3              |  |                | 45,302  |                          |  |   | 23.8    |    |
| 4              |  |                | — |                          |  |   | — |    |
| 5              |  |                | — |                          |  |   | — |    |
|           |  | $                   | 190,158 |                          |  |   | 100.0   | %  |
|                |

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RESULTS OFOPERATIONS

Comparison of ourresults of operations for the three months ended September 30, 2005 tothe three months ended September 30, 2004.

Investment Income

Interest income from debtinvestments for the three months ended September 30, 2005 wasapproximately $4,725,000, compared to approximately $1,325,000 for thecomparable period in 2004. This is a direct result of the number ofportfolio investments entered into over the past year. A significantportion of our interest income from debt investments during eachrespective period was attributable to PIK interest received from debtinvestments that contain a PIK provision. PIK interest is added to theprincipal balance of our investment and is recorded as income.Specifically, for the three months ended September 30, 2005, interestfrom debt investments included approximately $1.1 million in PIKinterest, compared to approximately $254,000 for the comparable periodin 2004.

Interest income from cash and cash equivalents wasapproximately $218,000 for the three months ended September 30, 2005,compared to approximately $327,000 for the comparable period inSeptember 30, 2004; the decrease is due to the lower level of cashbalances as portfolio investments are made.

Other income totaledapproximately $1.6 million for the three months ended September 30,2005, representing primarily non-refundable closing fees associatedwith investments in portfolio companies. This represented a significantincrease from other income of approximately $692,000 for the comparableperiod in 2004, directly related to the number of transactionsclosed.

Expenses

Total expenses for thethree months ended September 30, 2005 were approximately $2,019,000,which represented an increase of approximately $1,021,000 over thecomparable period in 2004. The increase was primarily due to anincrease in investment advisory fees of approximately $328,000,reflecting the increase in the gross assets of the Company, an increasein salaries and benefits of $373,000, and an increase in professionalfees of approximately $168,000.

The investment advisory fee forthe third quarter of 2005 was approximately $1,027,000, compared to$698,000 for the comparable period in 2004, representing the base feeas provided for in the advisory agreement. The increase is directlyrelated to the increase in the gross assets of the Company. There wereno incentive fees earned under the agreement during either period.

Salaries and benefits for the three months ended September 30, 2005and 2004 were approximately $428,000 and $55,000, respectively,reflecting the allocation of compensation expenses for the services ofour chief financial officer, controller, office manager, and the vicepresident of business development. The increase from the prior year isprimarily related to salary increases and bonuses, including theaccrual of a $300,000 bonus for Patrick F. Conroy, our chief financialofficer, chief compliance officer, treasurer and corporate secretary,during the third quarter of 2005, and the addition of the position ofcontroller to the staff.

Professional fees, consisting of legal,audit, valuation and consulting fees, were approximately $294,000 forthe three months ended September 30, 2005, compared to $126,000 for thecomparable period in 2004. Valuation fees increased by approximately$64,000 as a result of the greater number of investments to bereviewed, and audit fees increased by approximately $54,000 as a resultof the additional work required for compliance with the requirements ofthe Sarbanes-Oxley Act.

Interest expense associated withborrowings under the Company's credit facility were approximately$92,000 for the three months ended September 30, 2005; there were noborrowings or interest expense for the comparable period in 2004.General and administrative expenses, consisting primarily of officesupplies, printing, facilities costs and other expenses, wereapproximately $91,000 for the three months ended September 30, 2005,compared to approximately $51,000 for the comparable period in 2004.General and administrative expenses are allocated to the Company underthe terms of the administration agreement with TIM and BDC Partners.This increase is due primarily to fees related to establishing theCompany's credit facility.

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Net Unrealized Appreciation onInvestments

For the quarter ended September 30, 2005, theCompany's investments had net unrealized appreciation of$239,000. This net change in the fair value of our investments wasbased upon the fair value determinations by the Board of Directors. Ineach case the investment consisted of warrants of a portfolio company.Warrant investments for Innovative Interactive and Segovia wereincreased in value by $309,000 and $170,000, respectively, while ourinvestment in warrants issued by DirectRevenue was written down by$240,000.

Net IncreaseIn Stockholders' Equity From Operations

We had a netincrease in stockholders' equity resulting from operations ofapproximately $4,719,506 for the three months ended September 30, 2005,compared to an increase of approximately $1,374,156 for the comparableperiod in 2004. Based on a weighted-average of 13,393,082 (basic anddiluted) shares outstanding, our net increase in stockholders'equity from operations per common share for the three months endedSeptember 30, 2005 was approximately $0.35 for basic and dilutedearnings.

Comparison of our results of operations for the ninemonths ended September 30, 2005 to the nine months ended September 30,2004.

Investment Income

Interest incomefrom debt investments for the nine months ended September 30, 2005 wasapproximately $11,583,000, compared to approximately $2,429,000 for thecomparable period in 2004. This is a direct result of the number ofportfolio investments entered into over the past year. A significantportion of our interest income from debt investments during eachrespective period was attributable to PIK interest received from debtinvestments that contain a PIK provision. PIK interest is added to theprincipal balance of our investment and is recorded as income.Specifically, for the nine months ended September 30, 2005, interestfrom debt investments included approximately $3.1 million in PIKinterest, compared to approximately $665,000 for the comparable periodin 2004.

Interest income from cash and cash equivalents wasapproximately $853,000 for the nine months ended September 30, 2005,compared to approximately $851,000 for the comparable period in 2004;higher interest rates on short-term investments were effectively offsetby the lower level of cash balances as the portfolio became fullyinvested.

Other income totaled approximately $3,012,000 for thenine months ended September 30, 2005, representing primarilynon-refundable closing fees associated with investments in portfoliocompanies. This represented an increase over non-recurring other feeincome of approximately $1,222,000 for the comparable period in 2004,directly related to the number of transactions closed.

Expenses

Total expenses for the nine monthsended September 30, 2005 were approximately $4,871,000, whichrepresented an increase of approximately $1,947,000 over the comparableperiod in 2004. The increase was primarily due to an increase ininvestment advisory fees of approximately $684,000 due to the increasein the gross assets of the Company, an increase in salaries andbenefits of $466,000, and an increase in professional fees ofapproximately $570,000.

The investment advisory fee for the ninemonths ended September 30, 2005 was approximately $2,761,000, comparedto $2,077,000 for the comparable period in 2004, representing the basefee as provided for in the advisory agreement. The increase is directlyrelated to the increase in the gross assets of the Company. There wereno incentive fees earned under the agreement during either period.

Salaries and benefits for the nine months ended September 30, 2005and 2004 were approximately $619,000 and $153,000, respectively,reflecting the allocation of compensation expenses for the services ofour chief financial officer, controller, office manager, and the vicepresident of investor relations. The increase from the prior year isprimarily related to salary increases and bonuses, including theaccrual of a $300,000 bonus for Patrick F. Conroy, our chief financialofficer, chief compliance officer, treasurer and corporate secretary,during the third quarter of 2005, and the addition of the position ofcontroller to the staff.

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Professional fees, consisting of legal,audit, valuation and consulting fees, were approximately $924,000 forthe nine months ended September 30, 2005, compared to $354,000 for thecomparable period in 2004. Valuation fees increased by approximately$212,000 as a result of the greater number of investments to bereviewed, and audit fees increased by approximately $275,000 as aresult of the additional work required for compliance with therequirements of the Sarbanes-Oxley Act.

Interest expenseassociated with borrowings under the Company's credit facilitywere approximately $92,000 for the nine months ended September 30,2005; there were no borrowings or interest expense for the comparableperiod in 2004. General and administrative expenses, consistingprimarily of office supplies, printing, facilities costs and otherexpenses, were approximately $226,000 for the nine months endedSeptember 30, 2005, compared to approximately $137,000 for thecomparable period in 2004. General and administrative expenses areallocated to the Company under the terms of the administrationagreement with TIM and BDC Partners. This increase is due primarily toprinting costs associated with the Company's first formal annualreport to shareholders, and fees related to establishing theCompany's credit facility.

Net UnrealizedAppreciation on Investments

For the nine months endedSeptember 30, 2005, the Company's investments had net unrealizedappreciation of $239,000. This net change in the fair value of ourinvestments was based upon the fair value determination of the Board ofDirectors. In each case the investment consisted of warrants of aportfolio company. Warrant investments for Innovative Interactive andSegovia were increased in value by $309,000 and $170,000, respectively,while our investment in warrants issued by DirectRevenue was writtendown by $240,000.

Net Increase In Stockholders'Equity From Operations

We had a net increase instockholders' equity resulting from operations of approximately$10,815,468 for the nine months ended September 30, 2005, compared toan increase of approximately $1,576,618 for the comparable period in2004. Based on a weighted-average of 13,056,977 (basic and diluted)shares outstanding, our net increase in stockholders' equity fromoperations per common share for the nine months ended September 30,2005 was approximately $0.83 for basic and diluted earnings.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2005, wehad investments in debt securities of eighteen companies, totalingapproximately $190.2 million, and equity investments of approximately$27.7 million. The debt investment amount includes approximately $4.4million in accrued PIK interest which, as described in the sectionabove entitled "Overview," is added to thecarrying value of our investments. Also included in equity investmentsis $20 million in 9% cumulative preferred stock which isconvertible into debt, pending our receipt of a lending license in thestate of California.

Cash provided by operating activities forthe nine months ended September 30, 2005, consisting primarily of theitems described in "Results of Operations,"was approximately $7.5 million, reflecting the income resulting fromoperations, offset by non-cash income related to unrealizedappreciation on investments, PIK interest, OID income and accruedinterest receivable. Net cash used in investing activities wasapproximately $132.1 million, reflecting new investments purchasedoffset by principal repayments.

We raised net proceeds ofapproximately $41.5 million from a rights offering which closed inJanuary 2005. Under the terms of the offering, each stockholder ofrecord on December 29, 2004 was entitled to purchase an additionalshare of stock for each three shares of stock owned on that date.Pursuant to the rights offering, we issued 3,115,666 shares at a priceof $14.029 per share.

On May 18, 2005 we entered into anuncommitted $35 million senior secured revolving credit facility withBayerische Hypo-Und Vereinsbank AG, as administrative agent and alender. The facility will supplement our equity capital and providefunding for additional portfolio investments, as well as generalcorporate matters. As of September 30, 2005, the Company had drawn downthe full amount 

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under this facility; amounts borrowed bearinterest at variable rates, based upon either the prime rate, federalfunds rate or LIBOR, plus an applicable margin. At September 30, 2005all amounts borrowed were bearing interest at the respective 30-dayLIBOR plus the applicable margin. Portfolio investments with a carryingvalue of $173.3 million have been pledged as collateral to secureamounts borrowed. All amounts borrowed under the facility will mature,and all accrued and unpaid interest thereunder will be due and payablewithin one year of the date of the borrowing; the facility has atermination date of May 18, 2007. The facility also contains customaryrepresentations, warranties, covenants and events of default.

OnOctober 13, 2005, the Company entered into an agreement amending thecredit facility to increase the credit facility from $35 million to$100 million, with Royal Bank of Canada as an additional lender underthe amended credit facility. $35 million available under the amendedcredit facility may be borrowed prior to, and is payable in full on,May 18, 2007. The remaining $65 million available under the amendedcredit facility may be borrowed prior to, and is payable in full on,February 10, 2006.

During the nine months ended September 30,2005, cash and cash equivalents decreased from approximately $57.3million at the beginning of the period to approximately $43.4 millionat the end of the period, including approximately $40 million pledgedto creditors under a repurchase agreement.

In order to qualifyas a RIC and to avoid corporate level tax on the income we distributeto our stockholders, we are required, under Subchapter M of the Code,to distribute at least 90% of our ordinary income and short-termcapital gains to our stockholders on an annual basis. On October 26,2005, our Board of Directors declared a cash dividend of $0.30 pershare for the fourth quarter to stockholders of record as of December9, 2005, payable on December 30, 2005.

RECENT DEVELOPMENTS

On October 13, 2005, the Company entered into an agreement amendingits credit facility to increase the credit facility from $35 million to$100 million, with Royal Bank of Canada as an additional lender underthe amended credit facility. $35 million available under the amendedcredit facility may be borrowed prior to, and is payable in full on,May 18, 2007. The remaining $65 million available under the amendedcredit facility may be borrowed prior to, and is payable in full on,February 10, 2006.

On October 26, 2005, the Board of Directorsdeclared a cash dividend of $0.30 per share to holders of record onDecember 9, 2005, payable on December 30, 2005.

RISKFACTORS

An investment in our securities involves certainrisks relating to our structure and investment objectives. The risksset forth below are not the only risks we face, and we face other riskswhich we have not yet identified, which we do not currently deemmaterial or which are not yet predictable. If any of the followingrisks occur, our business, financial condition and results ofoperations could be materially adversely affected. In such case, ournet asset value and the trading price of our common stock coulddecline, and you may lose all or part of your investment.

Risks Relating To Our Business And Structure

Weare a new company with a limited operating history.

We wereincorporated in July 2003 and have a limited operating history. We aresubject to all of the business risks and uncertainties associated withany new business enterprise, including the risk that we will notachieve our investment objective and the value of your investment in uscould decline substantially.

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Any failure on our part tomaintain our status as a business development company would reduce ouroperating flexibility.

If we do not remain a businessdevelopment company, we might be regulated as a closed-end investmentcompany under the 1940 Act, which would subject us to substantiallymore regulatory restrictions under the 1940 Act and correspondinglydecrease our operating flexibility.

We are dependentupon TIM's key management personnel for our future success,particularly Jonathan H. Cohen and Saul B. Rosenthal.

Wedepend on the diligence, skill and network of business contacts of thesenior management of TIM. The senior management, together with otherinvestment professionals, will evaluate, negotiate, structure, close,monitor and service our investments. Our future success will depend toa significant extent on the continued service and coordination of thesenior management team, particularly Jonathan H. Cohen, the ChiefExecutive Officer of TIM, and Saul B. Rosenthal, the President andChief Operating Officer of TIM. On September 21, 2005, we were notifiedthat Lee D. Stern, our Chief Transaction Officer, would be resigninghis position prior of the end of the year. On October 31, 2005, Mr.Stern ended his employment with us. Subsequent to Mr. Stern'sdeparture only Mr. Rosenthal will devote the majority of his businesstime to our operations. Neither Mr. Cohen nor Mr. Rosenthal is subjectto an employment contract. The departure of either of these individualscould have a material adverse effect on our ability to achieve ourinvestment objective.

Our financial condition andresults of operations will depend on our ability to manage our futuregrowth effectively.

TIM is a recently formed investmentadviser and, as discussed above, TICC is a recently organized company.As such, each entity is subject to the business risks and uncertaintiesassociated with any new business enterprise, including the lack ofexperience in managing or operating a business development company. Ourability to achieve our investment objective will depend on our abilityto grow, which will depend, in turn, on our investment adviser'sability to identify, analyze, invest in and finance companies that meetour investment criteria. Accomplishing this result on a cost-effectivebasis is largely a function of our investment adviser'sstructuring of the investment process, its ability to providecompetent, attentive and efficient services to us and our access tofinancing on acceptable terms.

As we grow, we and TIM, throughTIM's managing member, BDC Partners, will need to hire, train,supervise and manage new employees. Failure to manage our future growtheffectively could have a material adverse effect on our business,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 largerthan us and have considerably greater financial, technical andmarketing resources than we do. For example, some competitors may havea lower cost of funds and access to funding sources that are notavailable to us. In addition, some of our competitors may have higherrisk tolerances or different risk assessments, which could allow themto consider a wider variety of investments and establish morerelationships than us. Furthermore, many of our competitors are notsubject to the regulatory restrictions that the 1940 Act imposes on usas a business development company. There can be no assurance that thecompetitive pressures we face will not have a material adverse effecton our business, financial condition and results of operations. Also,as a result of this competition, we may not be able to take advantageof attractive investment opportunities from time to time, and we canoffer no assurance that we will be able to identify and makeinvestments that are consistent with our investmentobjective.

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Our business model depends uponthe development of strong referral relationships with private equityand venture capital funds and investment banking firms.

Ifwe fail to maintain our relationships with key firms, or if we fail toestablish strong referral relationships with other firms or othersources of investment opportunities, we will not be able to grow ourportfolio of loans and achieve our investment objective. In addition,persons with whom we have informal relationships are not obligated toprovide us with investment opportunities, and therefore there is noassurance that such relationships will lead to the origination of debtor other investments.

We may not realize gains fromour equity investments.

When we invest in debt securities,we generally expect to acquire warrants or other equity securities aswell. However, the equity interests we receive may not appreciate invalue and, in fact, may decline in value. Accordingly, we may not beable to realize gains from our equity interests, and any gains that wedo realize on the disposition of any equity interests may not besufficient to offset any other losses we experience.

Because our investments are generally not in publiclytraded securities, there is uncertainty regarding the value of ourinvestments, which could adversely affect the determination of our netasset value.

Our portfolio investments are generally not inpublicly traded securities. As a result, the fair value of thesesecurities is not readily determinable. We value these securities atfair value as determined in good faith by our Board of Directors basedupon the recommendation of the Board's Valuation Committee. Inconnection with that determination, members of our portfolio managementteam prepare portfolio company valuations using the most recentportfolio company financial statements and forecasts. The ValuationCommittee also utilizes the services of HLHZ, an independent valuationfirm, which prepares valuations for each of our portfolio investmentsother than those that, when combined with all other investments in thesame portfolio company, have a fair value as of the previous quarter ofless than $2 million. However, the Board of Directors retains ultimateauthority as to the appropriate valuation of each investment. The typesof factors that the Valuation Committee takes into account in providingits fair value recommendation to the Board of Directors includes, asrelevant, the nature and value of any collateral, the portfoliocompany's ability to make payments and its earnings, the marketsin which the portfolio company does business, comparison to valuationsof publicly traded companies, comparisons to recent sales of comparablecompanies, the discounted value of the cash flows of the portfoliocompany and other relevant factors. Because such valuations areinherently uncertain and may be based on estimates, our determinationsof fair value may differ materially from the values that would beassessed if a readily available market for these securitiesexisted.

The lack of liquidity in our investments mayadversely affect our business.

As stated above, ourinvestments are generally not in publicly traded securities.Substantially all of these securities are subject to legal and otherrestrictions on resale or will otherwise be less liquid than publiclytraded securities. The illiquidity of our investments may make itdifficult for us to sell such investments if the need arises. Also, ifwe are required to liquidate all or a portion of our portfolio quickly,we may realize significantly less than the value at which we havepreviously recorded our investments.

In addition, because wegenerally invest in debt securities with a term of up to seven yearsand generally intend to hold such investments until maturity of thedebt, we do not expect realization events, if any, to occur in thenear-term. We expect that our holdings of equity securities may requireseveral years to appreciate in value, and we can offer no assurancethat such appreciation will occur.

We may experiencefluctuations in our quarterly results.

We may experiencefluctuations in our quarterly operating results due to a number offactors, including the rate at which we make new investments, theinterest rates payable on the debt securities we acquire, the defaultrate on such securities, the level of our expenses, variations in andthe timing of the recognition of realized and unrealized gains orlosses, the degree to which we encounter 

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competition in our markets and generaleconomic conditions. As a result of these factors, results for anyperiod should not be relied upon as being indicative of performance infuture periods.

Even in the event the value of yourinvestment declines, the management fee and, in certain circumstances,the incentive fee will still be payable.

The management feeis calculated as 2.0% of the value of our gross assets at aspecific time. Accordingly, the management fee will be payableregardless of whether the value of our gross assets and/or yourinvestment have decreased. Moreover, a portion of our incentive fee ispayable if our net investment income for a calendar quarter exceeds adesignated "hurdle rate." This portion of theincentive fee is payable without regard to any capital gain, capitalloss or unrealized depreciation that may occur during the quarter.Accordingly, this portion of our adviser's incentive fee may alsobe payable notwithstanding a decline in net asset value that quarter.In addition, in the event we realize deferred loan interest income inexcess of our available capital as a result of our receipt ofpayment-in-kind, or "PIK" interest, we may berequired to liquidate assets in order to pay a portion of the incentivefee. TIM, however, is not required to reimburse us for the portion ofany fees attributable to accrued deferred loan interest in the event ofa default of the obligor.

We may borrow money, whichwould magnify the potential for gain or loss on amounts invested andmay increase the risk of investing in us.

Borrowings, alsoknown as leverage, magnify the potential for gain or loss on amountsinvested and, therefore, increase the risks associated with investingin our securities. We may borrow from and issue senior debt securitiesto banks, insurance companies, and other lenders. Lenders of thesesenior securities have fixed dollar claims on our assets that aresuperior to the claims of our common shareholders. If the value of ourassets increases, then leveraging would cause the net asset valueattributable to our common stock to increase more sharply than it wouldhave had we not leveraged. Conversely, if the value of our assetsdecreases, leveraging would cause net asset value to decline moresharply than it otherwise would have had we not leveraged. Similarly,any increase in our income in excess of interest payable on theborrowed funds would cause our net income to increase more than itwould without the leverage, while any decrease in our income wouldcause net income to decline more sharply than it would have had we notborrowed. Such a decline could negatively affect our ability to makecommon stock dividend payments. Leverage is generally considered aspeculative investment technique. 

We currently have $100million available to us under a credit facility of which we haveborrowed $35 million as of September 30, 2005. 

Regulations governing our operation as a businessdevelopment company affect our ability to, and the way in which weraise additional capital, which may expose us to risks, including thetypical risks associated with leverage.

Our business willrequire a substantial amount of capital, which we may acquire from thefollowing sources:

Senior Securities and OtherIndebtedness

We may issue debt securities or preferred stockand/or borrow money from banks or other financial institutions, whichwe 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 

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be required to abide by operating andinvestment guidelines that could further restrict our operatingflexibility. As of September 30, 2005, we had approximately $35 millionoutstanding under a credit facility with Bayerische Hypo-UndVereinsbank AG.

Our ability to pay dividends or issue additionalsenior securities would be restricted if our asset coverage ratio wasnot at least 200%. If the value of our assets declines, we maybe unable to satisfy this test. If that happens, we may be required tosell a portion of our investments and, depending on the nature of ourleverage, repay a portion of our indebtedness at a time when such salesmay be disadvantageous. Furthermore, any amounts that we use to serviceour indebtedness would not be available for distributions to our commonstockholders.

Common Stock

We are notgenerally able to issue and sell our common stock at a price below netasset value per share. We may, however, sell our common stock, orwarrants, options or rights to acquire our common stock, at a pricebelow the then-current net asset value of our common stock if our Boardof Directors determines that such sale is in the best interests of TICCand its stockholders, and our stockholders approve such sale. Incertain limited circumstances, pursuant to an SEC staff interpretation,we may also issue shares at a price below net asset value in connectionwith a transferable rights offering so long as: (1) the offer does notdiscriminate among shareholders; (2) we use our best efforts to ensurean adequate trading market exists for the rights; and (3) the ratio ofthe offering does not exceed one new share for each three rights held.If we raise additional funds by issuing more common stock or seniorsecurities convertible into, or exchangeable for, our common stock, thepercentage ownership of our stockholders at that time would decreaseand they may experience dilution. Moreover, we can offer no assurancethat we will be able to issue and sell additional equity securities inthe future, on favorable terms or at all.

Our Boardof Directors is authorized to reclassify any unissued shares of stockinto one or more classes of preferred stock, which could convey specialrights and privileges to its owners.

Our charter permits ourBoard of Directors to reclassify any authorized but unissued shares ofstock into one or more classes of preferred stock. We are currentlyauthorized to issue up to 100,000,000 shares of common stock, of which13,463,852 shares are currently issued and outstanding. In the eventour Board of Directors opts to reclassify a portion of our unissuedshares of common stock into a class of preferred stock, those preferredshares would have a preference over our common stock with respect todividends and liquidation. The class voting rights of any preferredshares we may issue could make it more difficult for us to take someactions that may, in the future, be proposed by the Board of Directorsand/or the holders of our common stock, such as a merger, exchange ofsecurities, liquidation, or alteration of the rights of a class of oursecurities, if these actions were perceived by the holders of preferredshares as not 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 ininterest rates may adversely affect our profitability.

Aportion of our income will depend upon the difference between the rateat which we borrow funds (if we do borrow) and the interest rate on thedebt securities in which we invest. We anticipate using a combinationof equity and long-term and short-term borrowings to finance ourinvestment activities. As of September 30, 2005, we had approximately$35 million outstanding under a credit facility with BayerischeHypo-Und Vereinsbank AG. 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.

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We will be subject tocorporate-level income tax if we are unable to qualify as aRIC.

To remain entitled to the tax benefits accorded RICsunder the Code, we must meet certain income source, assetdiversification and annual distribution requirements. In order toqualify as a RIC, we must derive each taxable year at least 90%of our gross income from dividends, interest, payments with respect tocertain securities loans, gains from the sale of stock or othersecurities, or other income derived with respect to our business ofinvesting in such stock or securities. The annual distributionrequirement for a RIC is satisfied if we distribute at least 90%of our ordinary income and realized net short-term capital gains inexcess of realized net long-term capital losses, if any, to ourstockholders on an annual basis. Because we may use debt financing inthe future, we may be subject to certain asset coverage ratiorequirements under the 1940 Act and financial covenants under loan andcredit agreements that could, under certain circumstances, restrict usfrom making distributions necessary to satisfy the annual distributionrequirement. If we are unable to obtain cash from other sources, we mayfail to qualify for special tax treatment as a RIC and, thus, may besubject to corporate-level income tax on all our income. To qualify asa RIC, we must also meet certain asset diversification requirements atthe end of each calendar quarter. Failure to meet these tests mayresult in our having to dispose of certain investments quickly in orderto prevent the loss of RIC status. Because most of our investments willbe in private companies, any such dispositions could be made atdisadvantageous prices and may result in substantial losses. If we failto qualify as a RIC for any reason and remain or become subject tocorporate income tax, the resulting corporate taxes could substantiallyreduce our net assets, the amount of income available for distributionand the amount of our distributions. Such a failure would have amaterial adverse effect on us and our stockholders.

We may have difficulty paying our required distributionsif we recognize income before or without receiving cash representingsuch income.

For federal income tax purposes, we willinclude in income certain amounts that we have not yet received incash, such as original issue discount, which may arise if we receivewarrants in connection with the making of a loan or possibly in othercircumstances, or contracted PIK interest, which represents contractualinterest added to the loan balance and due at the end of the loan term.A significant portion of our interest income from debt investmentssince our inception has been attributable to PIK interest received fromour debt investments that contain a PIK provision. We also may berequired to include in income certain other amounts that we will notreceive in cash.

Because 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 aresignificant potential conflicts of interest, which could impact ourinvestment returns.

Our executive officers and directors,and the executive officers of our investment adviser, TIM, and itsmanaging member, BDC Partners, serve or may serve as officers anddirectors of entities that operate in a line of business similar to ourown. Accordingly, they may have obligations to investors in thoseentities, the fulfillment of which might not be in the best interestsof us or our stockholders. For example, Jonathan H. Cohen, the ChiefExecutive Officer of TIM, BDC Partners and TICC, is the principal ofJHC Capital Management, LLC, a registered investment adviser. Mr. Cohenalso manages the Royce Technology Value Fund. Steven P. Novak, one ofour 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 andPresident, respectively, of TAC Acquisition Corp., a special purposeacquisition company formed for the purpose of acquiring one or moreoperating companies in the technology-related sector. Messrs. Cohen,

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Rosenthal and Novak also serve on the Boardof Directors, and Messrs. Cohen , Rosenthal and Royce are significantshareholders, of TAC Acquisition Corp. Likewise, Messrs. Cohen andRosenthal, currently serve as Chief Executive Officer, and President,respectively, for T2 Advisers LLC, an investment adviser to a fund, T2Income Fund Limited, a Guernsey fund, established and operated for thepurpose of investing primarily in the debt and equity securities offoreign companies operating in the technology-related sector. BDCPartners is the managing member, and Royce & Associates is anon-managing member, of T2 Advisers LLC. In addition, Patrick F.Conroy, the Chief Financial Officer, Chief Compliance Officer,Treasurer and Corporate Secretary of TIM, BDC Partners and TICC, servesas Chief Financial Officer, Chief Compliance Officer and Treasurer forboth T2 Income Fund Limited and T2 Advisers LLC. Messrs. Rosenthal andConroy also each serve as a non-independent director of T2 Income FundLimited. Because of these possible conflicts of interest, theseindividuals may direct potential business and investment opportunitiesto other entities rather than to us or such individuals may undertakeor otherwise engage in activities or conduct on behalf of such otherentities that is not in, or which may be adverse to, our bestinterests. In addition, TAC Acquisition Corp. may decide to acquire oneor more of our portfolio companies, subject to the limitations imposedupon such an acquisition by the 1940 Act.

In order to minimizethe potential conflicts of interest that might arise, we have adopted apolicy that prohibits us from making investments in, or otherwiseknowingly doing business with, any company in which any fund or otherclient account managed by JHC Capital Management, Royce &Associates, LLC, or Palladio Capital Management holds a long or shortposition. The investment focus of each of these entities tends to bedifferent from our investment objective. Nevertheless, it is possiblethat new investment opportunities that meet our investment objectivemay come to the attention of one of these entities in connection withanother investment advisory client or program, and, if so, suchopportunity might not be offered, or otherwise made available, to us.Also, our investment policy precluding the investments referenced abovecould cause us to miss out on some investment opportunities. However,our executive officers, directors and investment adviser intend totreat us in a fair and equitable manner over time consistent with theirapplicable duties under law so that we will not be disadvantaged inrelation to any other particular client. In addition, we have adopted aformal Code of Ethics that governs the conduct of our officers anddirectors. Our officers and directors also remain subject to thefiduciary obligations imposed by both the 1940 Act and applicable statecorporate law. Finally, we pay BDC Partners our allocable portion ofoverhead and other expenses incurred by BDC Partners in performing itsobligations under the administration agreement, including a portion ofthe rent and the compensation of our chief financial officer,controller, vice president of investor relations and otheradministrative support personnel, which creates conflicts of interestthat our Board of Directors must monitor.

Changes inlaws or regulations governing our operations may adversely affect ourbusiness.

We and our portfolio companies are subject toregulation by laws at the local, state and federal levels. These lawsand regulations, as well as their interpretation, may be changed fromtime to time. Any change in these laws or regulations could have amaterial adverse effect on our business.

Our abilityto invest in private companies may be limited in certaincircumstances.

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 has outstanding marginable securities atthe time we make an investment, these acquired assets cannot be treatedas qualifying 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.

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 

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company industry as to whether a privatecompany that has outstanding debt securities would qualify as an"eligible portfolio company" under the 1940Act.

The SEC has recently issued proposed rules to correct theunintended consequence of the Federal Reserve's 1998 margin ruleamendments of apparently limiting the investment opportunities ofbusiness development companies. In general, the SEC's proposedrules would define an eligible portfolio company as any company thatdoes not have securities listed on a national securities exchange orassociation. We are currently in the process of reviewing theSEC's proposed rules and assessing their impact, to the extentsuch proposed rules are subsequently approved by the SEC, on ourinvestment activities. We do not believe that these proposed rules willhave a material adverse effect on our operations.

Until the SECor its staff has taken a final public position with respect to theissue discussed above, we will continue to monitor this issue closely,and may be required to adjust our investment focus to comply withand/or take advantage of any future administrative position, judicialdecision or legislative action.

Provisions of theMaryland General Corporation Law and of our charter and bylaws coulddeter takeover attempts and have an adverse impact on the price of ourcommon stock.

Our charter and bylaws, as well as certainstatutory and regulatory requirements, contain certain provisions thatmay have the effect of discouraging a third party from making anacquisition proposal for us. These anti-takeover provisions may inhibita change of control in circumstances that could give the holders of ourcommon stock the opportunity to realize a premium over the market pricefor our common stock.

Risks Related To Our Investments

Our portfolio may be concentrated in a limited number ofportfolio companies in the technology-related sector, which willsubject us to a risk of significant loss if any of these companiesdefaults on its obligations under any of its debt securities that wehold or if the technology-related sector experiences a marketdownturn.

A consequence of our limited number of investmentsis that the aggregate returns we realize may be significantly adverselyaffected if a small number of investments perform poorly or if we needto write down the value of any one investment. Beyond our income taxasset diversification 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 market 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 characterized by abruptbusiness cycles and intense competition. Since mid-2000, there has beensubstantial excess capacity and a significant slowdown in manyindustries in the technology-related sector. In addition, thisovercapacity, together with a cyclical economic downturn, resulted insubstantial decreases in the market capitalization of manytechnology-related companies. While such valuations have recovered tosome extent, we can offer no assurance that such decreases in marketcapitalizations will not recur, or that any future decreases intechnology company valuations will be insubstantial or temporary innature. Therefore, our portfolio companies may face considerably morerisk of loss than companies in other industry sectors.

Inaddition, because of rapid technological change, the average sellingprices of products and some services provided by the technology-relatedsector have historically decreased over their 

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productive lives. As a result, the averageselling prices of products and services offered by our portfoliocompanies may decrease over time, which could adversely affect theiroperating results and their ability to meet their obligations undertheir debt securities, as well as the value of any equity securities,that we may hold. This could, in turn, materially adversely affect ourbusiness, financial condition and results of operations.

Our investments in the technology-related companies thatwe are targeting may be extremely risky and we could lose all or partof our investments.

Although a prospective portfoliocompany's assets are one component of our analysis whendetermining whether to provide debt capital, we generally do not basean investment decision primarily on the liquidation value of acompany's balance sheet assets. Instead, given the nature of thecompanies that TICC invests in, we also review the company'shistorical and projected cash flows, equity capital and"soft" assets, including intellectualproperty (patented and non-patented), databases, business relationships(both contractual and non-contractual) and the like. Accordingly,considerably higher levels of overall risk will likely be associatedwith TICC's portfolio compared with that of a traditionalasset-based lender whose security consists primarily of receivables,inventories, equipment and other tangible assets. Interest ratespayable 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:

|  |              |                                                                                                                                                                                                                                                                                                                       |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | these companies may have limitedfinancial resources and may be unable to meet their obligations undertheir debt securities that we hold, which may be accompanied by adeterioration in the value of any collateral and a reduction in thelikelihood of us realizing any value from the liquidation 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 economic downturns; |

|  |              |                                                                                                                                                                                                                                                                                                                                                                   |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | because they tend to beprivately 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 these businesses; |

|  |              |                                                                                                                                                                                                                                                                                   |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | they are more likely to dependon the management talents and efforts of a small group of persons;therefore, the death, disability, resignation or termination of one ormore of these persons could have a material adverse impact on ourportfolio 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 assets, which couldtrigger cross-defaults under other agreements and jeopardize ourportfolio company's ability to meet its obligations under thedebt securities that we hold. We may incur expenses to the extentnecessary to seek recovery upon default or to negotiate new terms witha defaulting portfolio company. In addition, if a portfolio companygoes bankrupt, even though we may have structured our interest assenior debt, depending on the facts and circumstances, including theextent to which we actually provided significant"managerial assistance" to that portfoliocompany, a bankruptcy court might recharacterize our debt holding andsubordinate all or a portion of our claim to that of othercreditors.

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

Following an initial investment in a portfoliocompany, we may make additional investments in that portfolio companyas "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 mayinduce TIM to make speculative investments.

The incentivefee payable by us to TIM may create an incentive for TIM to makeinvestments on our behalf that are risky or more speculative than wouldbe the case in the absence of such compensation arrangement. The way inwhich the incentive fee payable to TIM is determined, which iscalculated as a percentage of the return on invested capital, mayencourage TIM to use leverage to increase the return on ourinvestments. Under certain circumstances, the use of leverage mayincrease the likelihood of default, which would disfavor holders of ourcommon stock. Similarly, because TIM will receive the incentive feebased, in part, upon the capital gains realized on our investments, theinvestment adviser may invest more than would otherwise be appropriatein companies whose securities are likely to yield capital gains, ascompared to income producing securities. Such a practice could resultin our investing in more speculative securities than would otherwise bethe case, which could result in higher investment losses, particularlyduring cyclical economic downturns.

Our portfoliocompanies may incur debt that ranks equally with, or senior to, ourinvestments in such companies.

We intend to invest primarilyin senior debt securities, but may also invest in subordinated debtsecurities, issued by our portfolio companies. In some cases portfoliocompanies will be permitted to have other debt that ranks equally with,or senior to, the debt securities in which we invest. By their terms,such debt instruments may provide that the holders thereof are entitledto receive 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 equal basisany distributions with other creditors holding such debt in the eventof an insolvency, liquidation, dissolution, reorganization orbankruptcy of the relevant portfolio company. In addition, we will notbe in a position to control any portfolio company by investing in itsdebt securities. As a result, we are subject to the risk that aportfolio company in which we invest may make business decisions withwhich we disagree and the management of such companies, asrepresentatives of the holders of their common equity, may take risksor otherwise act in ways that do not best serve our interests as debtinvestors.

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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 maydo so in the future, to date we have not taken controlling equitypositions in our portfolio companies. As a result, we are subject tothe risk that a portfolio company may make business decisions withwhich we disagree, and the stockholders and management of a portfoliocompany may take risks or otherwise act in ways that are adverse to ourinterests. Due to the lack of liquidity for the debt and equityinvestments that we typically hold in our portfolio companies, we maynot be able to dispose of our investments in the event we disagree withthe actions of a portfolio company, and may therefore suffer a decreasein the value of our investments.

Risks Related To An InvestmentIn Our Common Stock

Our common stock price may bevolatile.

The trading price of our common stock mayfluctuate substantially. The price of the common stock that willprevail in the market in the future may be higher or lower than theprice you pay, depending on many factors, some of which are beyond ourcontrol and may not be directly related to our operating performance.These factors include, but are not limited to, the following:

|  |              |                                                                             |
|--|--------------|-----------------------------------------------------------------------------|
|  | •  | price and volume fluctuations inthe overall stock market from time to time; |

|  |              |                                                                                                                                                                                   |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | significant volatility in themarket price and trading volume of securities of regulated investmentcompanies, business development companies or other financial servicescompanies; |

|  |              |                                                                                                                                  |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------|
|  | •  | changes inregulatory policies or tax guidelines with respect to regulatedinvestment companies or business development companies; |

|  |              |                                                                                                                                             |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | actual or anticipated changes inour earnings or fluctuations in our operating results or changes in theexpectations of securities analysts; |

|  |              |                                        |
|--|--------------|----------------------------------------|
|  | •  | general economic conditions andtrends; |

|  |              |                                   |
|--|--------------|-----------------------------------|
|  | •  | loss of a majorfunding source; or |

|  |              |                              |
|--|--------------|------------------------------|
|  | •  | departures of key personnel. |

In the past, following periods of volatility in the market price ofa company's securities, securities class action litigation hasoften been brought against that company. Due to the potentialvolatility of our stock price, we may therefore be the target ofsecurities litigation in the future. Securities litigation could resultin substantial costs and divert management's attention andresources from our business.

Our shares may trade atdiscounts from net asset value or at premiums that are unsustainableover the long term.

Shares of business development companiesmay trade at a market price that is less than the net asset value thatis attributable to those shares. The possibility that our shares ofcommon stock will trade at a discount from net asset value or atpremiums that are unsustainable over the long term are separate anddistinct from the risk that our net asset value will decrease. It isnot possible to predict whether our shares will trade at, above, orbelow net asset value.

There is a risk that you maynot receive dividends or that our dividends may not grow overtime.

We cannot assure you that we will achieve investmentresults or maintain a tax status that will allow or require anyspecified level of cash distributions or year-to-year increases in cashdistributions.

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ITEM 3.    QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are subject tocertain market risks. Our primary market risk exposure relates tofluctuations in interest rates. At September 30, 2005, three debtinvestments in our portfolio were at fixed rates, and the remainingfifteen debt investments were at variable rates, representing $29.5million and $160.6 million in principal debt respectively. Variablerates are generally based upon the five-year US Treasury note. Weexpect that out future debt investments will generally be made atvariable rates.

To illustrate the potential impact of a changein the underlying interest rate on our net increase instockholders' equity resulting from operations, we have assumed a1% increase in the underlying five-year US Treasury note, and noother change in our portfolio as of September 30, 2005. Under thisanalysis, the impact would be an approximately $400,000 increase in ourinvestment income for the quarter.

We may in the future hedgeagainst interest rate fluctuations by using standard hedginginstruments such as futures, options and forward contracts. Whilehedging activities may insulate us against adverse changes in interestrates, they may also limit our ability to participate in the benefitsof lower interest rates with respect to our portfolio of investments.We did not engage in any hedging activities during the first ninemonths of 2005.

ITEM 4.    CONTROLS AND PROCEDURES.

As of September 30, 2005, we, including our Chief Executive Officerand Chief Financial Officer, evaluated the effectiveness of the designand operation of our disclosure controls and procedures (as defined inRule 13a-15(e) under the Securities Exchange Act of 1934). Based onthat evaluation, our management, including the Chief Executive Officerand Chief Financial Officer, concluded that our disclosure controls andprocedures were effective in timely alerting management, including theChief Executive Officer and Chief Financial Officer, of materialinformation about us required to be included in periodic SEC filings.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 (asdefined in Rule 13a-15(f) under the Securities Exchange Act of 1934)that occurred during the quarter ended September 30, 2005 that havematerially affected, or are reasonably likely to materially affect, ourinternal control over financialreporting.

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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 business, financialcondition or results of operations.

ITEM2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OFPROCEEDS.

While we did not engage in unregistered sales ofequity securities during the three months ended September 30, 2005, weissued a total of 71,548 shares of common stock under our dividendreinvestment plan. This issuance was not subject to the registrationrequirements of the Securities Act of 1933. The aggregate valuationprice for the shares of common stock issued under the dividendreinvestment plan was approximately $1.1 million.

ITEM3.     DEFAULTS UPON SENIOR SECURITIES.

Notapplicable.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTEOF SECURITY HOLDERS.

Not applicable.

ITEM5.     OTHER INFORMATION.

Not applicable.

ITEM6.     EXHIBITS.

(a)     EXHIBITS

The following exhibits are filed as part of this report or herebyincorporated by reference to exhibits previously filed with theSEC:

|      |  |                                                                                                                                                                                                                                                              |  |  |  |  |
|------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 3.1  |  | Articlesof Incorporation (Incorporated by reference to the Registrant'sRegistration Statement on Form N-2 (File No. 333-109055), filed onSeptember 23, 2003).                                                                                                |
| 3.2  |  | Amended andRestated Bylaws (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).                                                               |
| 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 betweenRegistrant and State Street Bank and Trust Company (Incorporated byreference to Pre-Effective Amendment No. 2 to the Registrant'sRegistration Statement on Form N-2 (File No. 333-109055), filed onNovember 19, 2003).            |
|      |

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|       |  |                                                                                                                                                                                                                                      |  |  |  |  |
|-------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 10.3  |  | AdministrationAgreement between Registrant and BDC Partners, LLC (Incorporated byreference to Pre-Effective Amendment No. 2 to the Registrant'sRegistration Statement on Form N-2 (File No. 333-109055), filed onNovember 19, 2003). |
| 10.4  |  | DividendReinvestment Plan (Incorporated by reference to Pre-Effective AmendmentNo. 1 to the Registrant's Registration Statement on Form N-2(File No. 333-109055), filed on November 6,2003).                                         |
| 10.5  |  | Credit Agreement betweenRegistrant and Bayerische Hypo-Und Vereinsbank, AG (Incorporated byreference to Current Report on Form 8-K (File No. 000-50398) filed onMay 24, 2005).                                                       |
| 11    |  | Computation of Per ShareEarnings (included in the notes to the audited financial statementscontained in thisreport).                                                                                                                 |
| 31.1* |  | Certification of ChiefExecutive Officer pursuant to Rule 13a-14 of the Securities ExchangeAct of 1934, as amended.                                                                                                                   |
| 31.2* |  | Certificationof Chief Financial Officer pursuant to Rule 13a-14 of the SecuritiesExchange Act of 1934, asamended.                                                                                                                    |
| 32.1* |  | Certification of ChiefExecutive Officer pursuant to section 906 of The Sarbanes-Oxley Act of2002.                                                                                                                                    |
| 32.2* |  | Certification of Chief FinancialOfficer 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.

|                       |  |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |  |  |  |  |
|-----------------------|--|--------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--|--|
|                  |  |   |  | TechnologyInvestment CapitalCorp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Date: November 4,2005 |  |   |  | By:    /s/ Jonathan H.Cohen                                                  JonathanH. Cohen          Chief ExecutiveOfficer                                                                                                                                 |
| Date: November 4,2005 |  |   |  | By:    /s/ Patrick F.Conroy                                                      PatrickF. Conroy          Chief Financial Officer          (Principal Accounting and FinancialOfficer) |
|                       |

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