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                                   EXHIBIT 14

                       CODE OF BUSINESS CONDUCT AND ETHICS

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                           MACC PRIVATE EQUITIES INC.
                         MORAMERICA CAPITAL CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS
                        ADOPTED BY THE BOARD OF DIRECTORS
                              ON DECEMBER 22, 2003

INTRODUCTION

         This Code of Business Conduct and Ethics covers a wide range of
business practices and procedures. It does not cover every issue that may arise,
but it sets out basic principles to guide all directors, officers and employees
of MACC Private Equities Inc. and MorAmerica Capital Corporation (collectively,
the "Company"). All of our employees must conduct themselves accordingly and
seek to avoid even the appearance of improper behavior. This Code should also be
provided to and followed by the Company's agents and representatives, including
consultants.

         If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.

         Those who violate the standards in this Code will be subject to
disciplinary action, up to and including termination of employment. If you are
in a situation which you believe may violate or lead to a violation of this
Code, follow the guidelines described in Section 15 of this Code.

         This Code is adopted with the understanding that officers and employees
of the Company are also officers and employees of InvestAmerica Investment
Advisors, Inc. and affiliates ("InvestAmerica"). All activities conducted by
Company officers and employees as contemplated by contracts between the Company
and InvestAmerica and relevant SEC exemptive orders are not within the scope of
this Code.

         In addition to this Code, the Company also has adopted a POLICY AGAINST
INSIDER TRADING AND PROHIBITED TRANSACTIONS. That policy covers certain
additional policies required by federal securities laws, including the
Investment Company Act of 1940, which are in addition to matters covered by this
Code.

1.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         Obeying the law, both in letter and in spirit, is the foundation on
which this Company's ethical standards are built. All directors, officers and
employees must respect and obey the laws applicable to our business, including
laws of the cities, states and countries in which we operate. Although not all
employees are expected to know the details of these laws, it is important to
know enough to determine when to seek advice from supervisors, managers or other
appropriate personnel.

         If requested, the Company will hold information and training sessions
to promote compliance with laws, rules and regulations, including
insider-trading laws.

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2.       CONFLICTS OF INTEREST

         A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of the Company. A conflict situation
can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise when an employee, officer or
director, or members of his or her family, receives improper personal benefits
as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and their family members may create conflicts of
interest.

         It is almost always a conflict of interest for a Company employee to
work simultaneously for a competitor, customer or supplier. You are not allowed
to work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Conflicts of interest are prohibited as a
matter of Company policy, except under guidelines approved by the Board of
Directors. Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with higher levels of management or the Company's
Chief Financial Officer. Any employee, officer or director who becomes aware of
a conflict or potential conflict should bring it to the attention of a
supervisor, manager or other appropriate personnel or consult the procedures
described in Section 15 of this Code.

3.       INSIDER TRADING

         All directors, officers and employees must comply with laws against
insider trading. In order to assist with compliance with these laws, the Company
has adopted a POLICY AGAINST INSIDER TRADING AND PROHIBITED TRANSACTIONS
governing trading in securities of the Company. This policy has been distributed
to every director, officer and employee. If you have any questions, please
consult the Company's Chief Financial Officer.

4.       CORPORATE OPPORTUNITIES

         Employees, officers and directors are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information or position without the consent of the Board of
Directors. No employee may use corporate property, information, or position for
improper personal gain, and no employee may compete with the Company directly or
indirectly. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.

5.       COMPETITION AND FAIR DEALING

         We seek to outperform our competition fairly and honestly. Stealing
proprietary information, possessing trade secret information that was obtained
without the owner's consent, or inducing such disclosures by past or present
employees of other companies is prohibited. Each employee should endeavor to
respect the rights of and deal fairly with the Company's customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone

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through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing
practice.

         The purpose of business entertainment and gifts in a commercial setting
is to create good will and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any Company employee, family member of an
employee or agent unless it: (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations.
Please discuss with your supervisor any gifts or proposed gifts which you are
not certain are appropriate.

6.       DISCRIMINATION AND HARASSMENT

         We are firmly committed to providing equal opportunity in all aspects
of employment and will not tolerate any illegal discrimination or harassment of
any kind. Examples include derogatory comments based on racial or ethnic
characteristics and unwelcome sexual advances.

7.       HEALTH AND SAFETY

         The Company strives to provide each employee with a safe and healthy
work environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions.

         Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

8.       RECORD-KEEPING

         The Company relies on our accounting records to produce reports for our
management, shareholders, creditors, governmental agencies, and others. We are
committed to maintaining books and records that accurately and fairly reflect
our financial transactions. Each employee must maintain accurate and fair
records of transactions, time reports, expense accounts and other business
records. You also must comply with any applicable record retention policy of
Company.

         In this respect, the following guidelines must be followed:

         -        No undisclosed or unrecorded funds or assets may be
                  established for any purpose.

         -        Assets and liabilities of Company must be recognized and
                  stated in accordance with our standard practices and Generally
                  Accepted Accounting Principles ("GAAP").

         -        No false or artificial entries may be made or misleading
                  reports issued.

         -        No false or fictitious invoices may be paid or created.

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         Special emphasis is placed on compliance with this Section 8 by the
members of our Board of Directors, the Chief Executive Officer, Chief Financial
Officer, all senior financial officers, and persons performing similar
functions.

         If you believe that our books and records are not being maintained in
accordance with these requirements, you should bring it to the attention of a
supervisor, manager or other appropriate personnel or consult the procedures
described in Section 15 of this Code.

9.       SECURITIES LAW DISCLOSURES AND PUBLIC COMMUNICATIONS

         The Company is committed to full, fair, accurate, timely and
understandable disclosure in reports and documents that we file with, or submit
to, the Securities and Exchange Commission and in other public communications.
All employees have a responsibility to ensure that false or intentionally
misleading information is not given in the Company's SEC filings or public
communications.

         If you believe that incomplete, false or intentionally misleading
information has been given in the Company's SEC filings or public communications
or that an employee has engaged in insider trading, you should bring it to the
attention of a supervisor, manager or other appropriate personnel or consult the
procedures described in Section 15 of this Code.

10.      CONFIDENTIALITY

         Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
authorized by the Chief Financial Officer or required by laws or regulations.
Confidential information includes all non-public information that might be of
use to competitors, or harmful to the Company or its customers, if disclosed. It
also includes information that suppliers and customers have entrusted to us. The
obligation to preserve confidential information continues even after employment
ends.

11.      PROTECTION AND PROPER USE OF COMPANY ASSETS

         All employees should endeavor to protect the Company's assets and
ensure their efficient use. Theft, carelessness, and waste have a direct impact
on the Company's profitability. Any suspected incident of fraud or theft should
be immediately reported for investigation. Company equipment should not be used
for non-Company business, though incidental personal use may be permitted.

         The obligation of employees to protect the Company's assets includes
its proprietary information. Proprietary information includes intellectual
property such as trade secrets, patents, trademarks, and copyrights, as well as
business, marketing and service plans, designs, databases, records, salary
information and any unpublished financial data and reports. Unauthorized use or
distribution of this information would violate Company policy. It could also be
illegal and result in civil or even criminal penalties.

12.      PAYMENTS TO GOVERNMENT PERSONNEL

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         The Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country.

         In addition, the U.S. government has a number of laws and regulations
regarding business gratuities which may be accepted by U.S. government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift, favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules. The
Company's Chief Financial Officer can provide guidance to you in this area.

13.      WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

         Any waiver of this Code for executive officers or directors may be made
only by the Board or a Board committee and will be promptly disclosed as
required by law and stock exchange regulation.

14.      REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

         Employees are encouraged to promptly talk to supervisors, managers or
other appropriate personnel about observed illegal or unethical behavior and
when in doubt about the best course of action in a particular situation. It is
the policy of the Company not to allow retaliation for reports of misconduct by
others made in good faith by employees. Employees are expected to cooperate in
internal investigations of misconduct.

         Employees must read the Company's EMPLOYEE COMPLAINT PROCEDURES FOR
ACCOUNTING AND AUDITING MATTERS, which describes the Company's procedures for
the receipt, retention, and treatment of complaints received by the Company
regarding accounting, internal accounting controls, or auditing matters. Any
employee may submit a good faith concern regarding questionable accounting or
auditing matters without fear of dismissal or retaliation of any kind.

15.      COMPLIANCE PROCEDURES

         We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations it is difficult to know if
a violation has occurred. Since we cannot anticipate every situation that will
arise, it is important that we have a way to approach a new question or problem.
These are the steps to keep in mind:

         -        Make sure you have all the facts. In order to reach the right
                  solutions, we must be as fully informed as possible.

         -        Ask yourself: What specifically am I being asked to do? Does
                  it seem unethical or improper? This will enable you to focus
                  on the specific question you are faced with, and the
                  alternatives you have. Use your judgment and common sense; if
                  something seems unethical or improper, it probably is.

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         -        Clarify your responsibility and role. In most situations,
                  there is shared responsibility. Are your colleagues informed?
                  It may help to get others involved and discuss the problem.

         -        Discuss the problem with your supervisor. This is the basic
                  guidance for all situations. In many cases, your supervisor
                  will be more knowledgeable about the question, and will
                  appreciate being brought into the decision-making process.
                  Remember that it is your supervisor's responsibility to help
                  solve problems.

         -        Seek help from Company resources. In the rare case where it
                  may not be appropriate to discuss an issue with your
                  supervisor, or where you do not feel comfortable approaching
                  your supervisor with your question, discuss it locally with
                  your office manager or your Human Resources manager.

         -        You may report ethical violations in confidence and without
                  fear of retaliation. If your situation requires that your
                  identity be kept secret, your anonymity will be protected. The
                  Company does not permit retaliation of any kind against
                  employees for good faith reports of ethical violations.

         -        Always ask first, act later: If you are unsure of what to do
                  in any situation, seek guidance before you act.