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**Exhibit 14.1**

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**CODE OF ETHICS FOR**

**HORIZON TECHNOLOGY FINANCE CORPORATION**

**HORIZON TECHNOLOGY FINANCE MANAGEMENTLLC**

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This Code of Ethics(the "Code") has been adopted by each of Horizon Technology Finance Corporation (the "Corporation"), and HorizonTechnology Finance Management LLC, the Corporation's investment adviser (the "Advisor") in compliance with Rule 17j-1under the Investment Company Act of 1940, as amended (the "Act"). The purpose of the Code is to establish standards andprocedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentionsof the Corporation may abuse their fiduciary duty to the Corporation, and otherwise to deal with the types of conflict of interestsituations to which Rule 17j-1 is addressed.

 

The Code is based onthe principle that the directors and officers of the Corporation, and the managers, partners, officers and employees of the Advisor,who provide services to the Corporation, owe a fiduciary duty to the Corporation to conduct their personal securities transactionsin a manner that does not interfere with the Corporation's transactions or otherwise take unfair advantage of their relationshipwith the Corporation. All directors, managers, partners, officers and employees of the Corporation or the Advisor (collectively,the "Covered Personnel") are expected to adhere to this general principle as well as to comply with all of the specificprovisions of this Code that are applicable to them. Any Covered Personnel who is affiliated with another entity that is a registeredinvestment adviser is, in addition, expected to comply with the provisions of the code of ethics that has been adopted by suchother investment adviser. The Advisor has adopted a separate code of ethics pursuant to the Investment Advisers Act of 1940, andthe rules thereunder (the "Advisor's Code of Ethics"), which code of ethics has been approved by the Board of Directorsof the Corporation, including a majority of the independent directors. The Advisor will provide a written report, at least annually,to the Corporation's board of directors describing any issues arising under the Advisor's Code of Ethics or procedures since thelast report to the board, including, but not limited to, information about material violations of the Advisor's Code of Ethicsor procedures and sanctions imposed in response to material violations and certifying that the Advisor has adopted procedures reasonablynecessary to prevent violations of the Advisor's Code of Ethics.

 

Technical compliancewith the Code will not automatically insulate any Covered Personnel from scrutiny of transactions that show a pattern of compromiseor abuse of the individual's fiduciary duty to the Corporation. Accordingly, all Covered Personnel must seek to avoid any actualor potential conflicts between their personal interests and the interests of the Corporation and its shareholders. In sum, allCovered Personnel shall place the interests of the Corporation before their own personal interests.

 

All Covered Personnelmust read and retain this Code of Ethics.

 

 

 

 

 

(A)           "Access Person"means any director, officer, general partner or Advisory Person (as defined below) of the Corporation or the Advisor.

 

(B)         An "AdvisoryPerson" of the Corporation or the Advisor means: (i) any director, officer, general partner or employee of the Corporationor the Advisor, or any company in a Control (as defined below) relationship to the Corporation or the Advisor, who in connectionwith his or her regular functions or duties makes, participates in, or obtains information regarding the purchase or sale of anyCovered Security (as defined below) by the Corporation, or whose functions relate to the making of any recommendation with respectto such purchases or sales; and (ii) any natural person in a Control relationship to the Corporation or the Advisor, who obtainsinformation concerning recommendations made to the Corporation with regard to the purchase or sale of any Covered Security by theCorporation.

 

(C)           "Beneficial Ownership"is interpreted in the same manner as it would be under Rule 16a- 1 (a)(2) under the Securities Exchange Act of 1934 (the "1934Act") in determining whether a person is a beneficial owner of a security for purposes of Section 16 of the 1934 Act and therules and regulations thereunder.

 

(D)           "Chief ComplianceOfficer" means the Chief Compliance Officer of the Corporation (who also may serve as the compliance officer of the Advisorand/or one or more affiliates of the Advisor).

 

(E)           "Control"shall have the same meaning as that set forth in Section 2(a)(9) of the Act.

 

(F)           "Covered Security"means a security as defined in Section 2(a)(36) of the Act, which includes: any note, stock, treasury stock, security future, bond,debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral trustcertificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificateof deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option,or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interesttherein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securitiesexchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security," orany certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant orright to subscribe to or purchase, any of the foregoing. Except that "Covered Security" does not include: (i) directobligations of the Government of the United States; (ii) bankers' acceptances, bank certificates of deposit, commercial paper andhigh quality short-term debt instruments, including repurchase agreements; and (iii) shares issued by open-end investment companiesregistered under the Act. References to a Covered Security in this Code (e.g., a prohibition or requirement applicable to the purchaseor sale of a Covered Security) shall be deemed to refer to and to include any warrant for, option in, or security immediately convertibleinto that Covered Security, and shall also include any instrument that has an investment return or value that is based, in wholeor in part, on that Covered Security (collectively, "Derivatives").

 

 

 

Therefore, except as otherwise specifically provided by thisCode: (i) any prohibition or requirement of this Code applicable to the purchase or sale of a Covered Security shall also be applicableto the purchase or sale of a Derivative relating to that Covered Security; and (ii) any prohibition or requirement of this Codeapplicable to the purchase or sale of a Derivative shall also be applicable to the purchase or sale of a Covered Security relatingto that Derivative.

 

(G)           "IndependentDirector" means a director of the Corporation who is not an "interested person" of the Corporation within the meaningof Section 2(a)(l9) of the Act.

 

(H)           "Initial PublicOffering" means an offering of securities registered under the Securities Act of 1933 (the "1933 Act"), the issuerof which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934Act.

 

(I)           "InvestmentPersonnel" of the Corporation or the Advisor means: (i) any employee of the Corporation or the Advisor (or of any companyin a Control relationship to the Corporation or the Advisor) who, in connection with his or her regular functions or duties, makesor participates in making recommendations regarding the purchase or sale of securities by the Corporation; and (ii) any naturalperson who controls the Corporation or the Advisor and who obtains information concerning recommendations made to the Corporationregarding the purchase or sale of securities by the Corporation.

 

(J)           "Limited Offering"means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) thereof or pursuantto Rule 504, Rule 505, or Rule 506 thereunder.

 

(K)           "Security Heldor to be Acquired" by the Corporation means: (i) any Covered Security which, within the most recent 15 days: (A) is or hasbeen held by the Corporation; or (B) is being or has been considered by the Corporation or the Advisor for purchase by the Corporation;and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described inSection II (K)(i).

 

(L)           "17j-1 Organization"means the Corporation or the Advisor, as the context requires.

 

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Covered Personnel maynot engage in any investment transaction under circumstances in which the Covered Personnel benefits from or interferes with thepurchase or sale of investments by the Corporation. In addition, Covered Personnel may not use information concerning the investmentsor investment intentions of the Corporation, or their ability to influence such investment intentions, for personal gain or ina manner detrimental to the interests of the Corporation.

 

Covered Personnel maynot engage in conduct that is deceitful, fraudulent or manipulative, or mat involves false or misleading statements, in connectionwith the purchase or sale of investments by the Corporation. In this regard, Covered Personnel should recognize that Rule 17j-1makes it unlawful for any affiliated person of the Corporation, or any affiliated person of an investment adviser for the Corporation,in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Corporationto:

 

 

 

(i)          employany device, scheme or artifice to defraud the Corporation;

 

(ii)         makeany untrue statement of a material fact to the Corporation or omit to state to the Corporation a material fact necessary in orderto make the statements made, in light of the circumstances under which they are made, not misleading;

 

(iii)         engagein any act, practice or course of business that operates or would operate as a fraud or deceit upon the Corporation; or

 

(iv)         engagein any manipulative practice with respect to the Corporation.

 

Covered Personnelshould also recognize that a violation of this Code or of Rule 17j-1 may result in the imposition of: (1) sanctions as providedby Section VIII below; or (2) administrative, civil and, in certain cases, criminal fines, sanctions or penalties.

 

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(A)       Otherthan securities purchased or acquired by a fund affiliated with the Corporation and pursuant to an exemptive order under Section57(i) of the Act permitting certain types of co-investments, an Access Person may not purchase or otherwise acquire direct or indirectBeneficial Ownership of any Covered Security, and may not sell or otherwise dispose of any Covered Security in which he or shehas direct or indirect Beneficial Ownership, if he or she knows or should know at the time of entering into the transaction that:(1) the Corporation has purchased or sold the Covered Security within the last 15 calendar days, or is purchasing or selling orintends to purchase or sell the Covered Security in the next 15 calendar days; or (2) the Advisor has within the last 15 calendardays considered purchasing or selling the Covered Security for the Corporation or within the next 15 calendar days intend to considerpurchasing or selling the Covered Security for the Corporation.

 

(B)       InvestmentPersonnel of the Corporation or the Advisor must obtain approval from the Corporation or the Advisor, as the case may be, beforedirectly or indirectly acquiring Beneficial Ownership in any securities in an Initial Public Offering or in a Limited Offering,except when such securities are acquired by a fund affiliated with the Corporation and pursuant to an exemptive order under Section57(i) of the Act permitting certain types of co-investments. Such approval must be obtained from the Chief Compliance Officer,unless he is the person seeking such approval, in which case it must be obtained from the President of the 17j-1 Organization.

 

(C)       No AccessPerson shall recommend any transaction in any Covered Securities by the Corporation without having disclosed to the Chief ComplianceOfficer his or her interest, if any, in such Covered Securities or the issuer thereof, including: the Access Person's BeneficialOwnership of any Covered Securities of such issuer, except when such securities transactions are to be made by a fund affiliatedwith the Corporation and pursuant to an exemptive order under Section 57(i) of the Act permitting certain types of co-investments;any contemplated transaction by the Access Person in such Covered Securities; any position the Access Person has with such issuer;and any present or proposed business relationship between such issuer and the Access Person (or a party which the Access Personhas a significant interest).

 

 

 

 

 

All Access Personsshall within 10 days of the date on which they become Access Persons, and thereafter, within 30 days after the end of each calendaryear, disclose the title, number of shares and principal amount of all Covered Securities in which they have a Beneficial Ownershipas of the date the person became an Access Person, in the case of such person's initial report, and as of the last day of the year,as to annual reports. A form of such report, which is hereinafter called a "Personal Securities Holdings Report," isattached as Schedule A. Each Personal Securities Holdings Report must also disclose the name of any broker, dealer or bank withwhom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the AccessPerson as of the date the person became an Access Person or as of the last day of the year, as the case may be. Each Personal SecuritiesHoldings Report shall state the date it is being submitted.

 

 

Within10 days after the end of each calendar quarter, each Access Person shall make a written report to the Chief Compliance Officerof all transactions occurring in the quarter in a Covered Security in which he or she had any Beneficial Ownership. Such report,which is hereinafter called a "Quarterly Securities Transaction Report," shall be in the form of Schedule B attachedhereto or such other form approved by the Chief Compliance Officer and must contain the following information with respect to eachreportable transaction:

 

(1)        Date andnature of the transaction (purchase, sale or any other type of acquisition or disposition);

 

(2)        Title,interest rate and maturity date (if applicable), number of shares and principal amount of each Covered Security involved and theprice of the Covered Security at which the transaction was effected;

 

(3)        Name ofthe broker, dealer or bank with or through whom the transaction was effected; and

 

(4)        Thedate the report is submitted by the Access Person.

 

(C)        IndependentDirectors.

 

Notwithstandingthe reporting requirements set forth in this Section V, an Independent Director who would be required to make a report under thisSection V solely by reason of being a director of the Corporation is not required to file a Personal Securities Holding Reportupon becoming a director of the Corporation or an annual Personal Securities Holding Report. Such an Independent Director alsoneed not file a Quarterly Securities Transaction Report unless such director knew or, in the ordinary course of fulfilling hisor her official duties as a director of the Corporation, should have known that during the 15-day period immediately precedingor after the date of the transaction in a Covered Security by the director such Covered Security is or was purchased or sold bythe Corporation or the Corporation or the Advisor considered purchasing or selling such Covered Security.

 

 

 

 

An AccessPerson of the Advisor need not make a Quarterly Securities Transaction Report if all of the information in the report would duplicateinformation required to be recorded pursuant to Rules 204-2(a)(12) or (13) under the Investment Advisers Act of 1940, as amended.

 

 

Access Persons, except Independent Directors, shall:

 

(1)         Within10 days after the end of each calendar quarter, identify the name of the broker, dealer or bank with whom the Access Person establishedan account in which any securities were held during the quarter for the direct or indirect benefit of the Access Person and identifyany new account(s) and the date the account(s) were established. This information shall be included on the appropriate QuarterlySecurities Transaction Report;

 

(2)         Instructthe brokers, dealers or banks with whom they maintain such an account to provide duplicate account statements to the Chief ComplianceOfficer; and

 

(3)        On anannual basis, certify that they have complied with the requirements of (1) and (2) above.

 

 

A QuarterlySecurities Transaction Report may consist of broker statements or other statements that provide a list of all personal CoveredSecurities holdings and transactions in the time period covered by the report and contain the information required in a QuarterlySecurities Transaction Report.

 

 

AccessPersons will be informed of their obligations to report; however, it is the responsibility of each Access Person to take the initiativeto comply with the requirements of this Section V. Any effort by the Corporation, or by the Advisor and its affiliates, to facilitatethe reporting process does not change or alter that responsibility. A person need not make a report hereunder with respect to transactionseffected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control.

 

 

All QuarterlySecurities Transaction Reports and Personal Securities Holdings Reports must be filed with the Chief Compliance Officer.

 

 

 

 

Any reportrequired by this Section V may contain a statement that the report will not be construed as an admission that the person makingthe report has any direct or indirect Beneficial Ownership in the Covered Security to which the report relates.

 

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Until disclosedin a public report to shareholders or to the Securities and Exchange Commission in the normal course, all information concerningthe securities "being considered for purchase or sale" by the Corporation shall be kept confidential by all Covered Personneland disclosed by them only on a "need to know" basis. Itshall be the responsibility of the Chief Compliance Officer to report any inadequacy found in this regard to the directorsof the Corporation.

 

 

AccessPersons may not engage in any outside business activities that may give rise to conflicts of interest or jeopardize the integrityor reputation of the Corporation. Similarly, no such outside business activities may be inconsistent with the interests of theCorporation. All directorships of public or private companies held by Access Persons shall be reported to the Chief ComplianceOfficer.

 

 

CorporationPersonnel shall not, directly or indirectly, take, accept or receive gifts or other consideration in merchandise, services or otherwiseof more than nominal value from any person, firm, corporation, association or other entity other than such person's employer thatdoes business, or proposes to do business, with the Corporation.

 

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The Companyis required by law to disclose publicly any information regarding significant developments that may impact the business, financesor operations of the Company. The disclosure committee assists the Company’s senior management team and the Advisor in fulfillingthis obligation by determining which information about the Company needs to be disclosed and preparing the necessary public disclosures.The disclosure committee can only evaluate information which its members know personally or which is reported to it, and the successof the disclosure process depends on all employees of the Advisor contributing to the efficient communication of significant informationwithin the Advisor and the Company.

 

All of the Advisor’semployees have a responsibility to ensure that significant information relating to the Company and the Advisor, their subsidiaries,their clients and competitors is promptly forwarded to their immediate supervisor. Each employee is responsible for the accuracyand completeness of the information they report.  Any concerns regarding the accuracy or content of the information beingreported should be raised with the employee’s immediate supervisor. If an employee is uncertain about the significance ofany information, the employee is encouraged to err on the side of reporting such information.  If any employee believes thathe or she may be bound by confidentiality, the employee should discuss his or her concerns with the Advisor’s internal counselprior to reporting it.

 

 

 

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AccessPersons who are directors, managers, partners, officers or employees of the Corporation or the Advisor shall be required to certifyannually that they have read this Code and that they understand it and recognize that they are subject to it. Further, such AccessPersons shall be required to certify annually that they have complied with the requirements of this Code.

 

 

No lessfrequently than annually, the Corporation and the Advisor must furnish to the Corporation's board of directors, and the boardmust consider, a written report that: (A) describes any issues arising under this Code of Ethics or procedures since the lastreport to the board, including, but not limited to, information about material violations of the Code or procedures andsanctions imposed in response to material violations; and (B) certifies that the Corporation or the Advisor, as applicable,has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

 

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Any violation ofthis Code shall be subject to the imposition of such sanctions by the 17j-1 Organization as may be deemed appropriate under thecircumstances to achieve the purposes of Rule 17j-1 and this Code. The sanctions to be imposed shall be determined by the boardof directors, including a majority of the Independent Directors, provided, however, that with respect to violations by personswho are directors, managers, partners, officers or employees of the Advisor (or of a company that controls the Advisor), the sanctionsto be imposed shall be determined by the Advisor (or the controlling person thereof). Sanctions may include, but are not limitedto, suspension or termination of employment, a letter of censure and/or restitution of an amount equal to the difference betweenthe price paid or received by the Corporation and the more advantageous price paid or received by the offending person.

 

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(1)             Continuousmaintenance of a current list of the names of all Access Persons with an appropriate description of their title or employment,including a notation of any directorships held by Access Persons who are officers or employees of the Advisor or of any companythat controls the Advisor, and informing all Access Persons of their reporting obligations hereunder;

 

 

 

(2)             On anannual basis, providing all Covered Personnel a copy of this Code and informing such persons of their duties and obligations hereunderincluding any supplemental training that may be required from time to time;

 

(3)             Maintainingor supervising the maintenance of all records and reports required by this Code;

 

(4)             Reviewingall Personal Securities Holdings Reports and Quarterly Securities Transaction Reports;

 

(5)             Preparinglistings of all transactions effected by Access Persons who are subject to the requirement to file Quarterly Securities TransactionReports and reviewing such transactions against a listing of all transactions effected by the Corporation;

 

(6)             Issuanceeither personally or with the assistance of counsel as may be appropriate, of any interpretation of this Code that may appear consistentwith the objectives of Rule 17j-1 and this Code;

 

(7)             Conductsuch inspections or investigations as shall reasonably be required to detect and report, with recommendations, any apparent violationsof this Code to the board of directors of the Corporation;

 

(8)             Submissionof a report to the board of directors of the Corporation, no less frequently than annually, a written report that describes anyissues arising under the Code since the last such report, including but not limited to the information described in Section VII(B); and

 

(C)           The ChiefCompliance Officer shall maintain and cause to be maintained in an easily accessible place at the principal place of business ofthe 17j-1 Organization, the following records and must make these records available to the Securities and Exchange Commission atany time and from time to time for reasonable periodic, special or other examinations:

 

(1)            A copy ofall codes of ethics adopted by the Corporation or the Advisor and its affiliates, as the case may be, pursuant to Rule 17j-1 thathave been in effect at any time during the past five (5) years;

 

(2)            A recordof each violation of such codes of ethics and of any action taken as a result of such violation for at least five (5) years afterthe end of the fiscal year in which the violation occurs;

 

(3)            Acopy of each report made by an Access Person for at least two (2)   years after the end of the fiscal year inwhich the report is made, and for an additional three (3)   years in a place that need not be easilyaccessible;

 

 

 

(4)            A copyof each report made by the Chief Compliance Officer to the board of directors for two (2) years from the end of the fiscal yearof the Corporation in which such report is made or issued and for an additional three (3) years in a place that need not be easilyaccessible;

 

(5)            A listof all persons who are, or within the past five (5) years have been, required to make reports pursuant to the Rule and this Codeof Ethics, or who are or were responsible for reviewing such reports;

 

(6)            A copyof each report required by Section VII (B) for at least two

(2) years after the end of thefiscal year in which it is made, and for an additional three (3) years in a place that need not be easily accessible; and

 

(7)            A recordof any decision, and the reasons supporting the decision, to approve the acquisition by Investment Personnel of securities in anInitial Public Offering or Limited Offering for at least five (5) years after the end of the fiscal year in which the approvalis granted.

 

(D)           This Codemay not be amended or modified except in a written form that is specifically approved by majority vote of the Independent Directors.

 

This Code of Ethics initially was adoptedand approved by the Board of Directors of the Corporation, including a majority of the Independent Directors, at a meeting on July, 2010 and was amended by the Board of Directors of the Corporation, including a majority of the Independent Directors, at a meetingon March 3, 2017.